EXHIBIT NO. 99.8(e)
THIRD AMENDMENT TO LETTER AGREEMENT
The custodian agreement letter (the "Letter Agreement") dated December
6, 1934 between Massachusetts Investors Trust (referred to herein as the
"Trust") and State Street Bank and Trust Company (the "Custodian"), as
previously amended by Letter Agreements dated August 1, 1978 and December 31,
1978, is hereby amended to include the following provisions in order to allow
the Trust to participate in the Direct Paper System.
1. Holding Securities
The Custodian shall hold and physically segregate for the account of
the Trust all non-cash property, including all securities owned by the Trust,
other than (a) securities which are maintained in a clearing agency which acts
as a securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as "Securities
System" and (b) commercial paper of an issuer for which State Street Bank and
Trust Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Custodian.
2. Delivery of Securities
The Custodian shall release and deliver securities owned by the Trust
held by the Custodian or in a Securities System account of the Custodian or in
the Custodian's Direct Paper book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in following
cases:
1) Upon sale of such securities for the account of the Trust
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by the Trust;
3) In the case of sale effected through a Securities System;
4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Trust;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Trust or into the name of any nominee or nominees of the Custodian (or its
agent); or for exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be delivered to the
Custodian;
7) Upon the sale of such securities for the account of the Trust, to
the broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for such securities
except as may arise from the Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar secretaries or the
surrender of interim receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Trust, but only against receipt of adequate collateral as agreed upon from time
to time by the Custodian and the Trust, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans for which collateral
is to be credited to the Custodian's account in the book-entry system authorized
by the U.S. Department of the Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by the Trust prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowings by the
Trust requiring a pledge of assets by the Trust, but only against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Trust; the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national
securities exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Trust;
13) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Trust;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Trust, for delivery to such Transfer Agent or to the holders of
shares in connection with distributions in kind, as may be described from time
to time in the Trust's currently effective prospectus and statement of
additional information ("prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution of the
Board of Trustees or of the Executive Committee signed by an officer of the
Trust and certified by the Secretary or an Assistant Secretary, setting forth
the purpose for which such delivery is to be made, declaring such purpose to be
a proper business trust purpose, and naming the person or persons to whom
delivery of such securities shall be made.
3. Payment of Trust Monies
Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall pay out
monies of the Trust in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of the Trust but only (a) against
the delivery of such securities or evidence of title to such options, futures
contracts or options on futures contracts, to the Custodian (or any bank,
banking firm or trust company doing business in the United States or abroad
which is qualified under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as its agent for this
purpose) registered in the name of the Trust or in the name of a nominee of the
Custodian or in proper form for transfer; (b) in the case of a purchase effected
through a Securities System; (c) in the case of a purchase involving the Direct
Paper System or (d) in the case of repurchase agreements entered into between
the Trust and the Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at the Federal
Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing purchase by
the Trust of securities owned by the Custodian along with written evidence of
the agreement by the Custodian to repurchase such securities from the Trust or
(e) for transfer to a time deposit account of the Trust in any bank, whether
domestic or foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to Proper
Instructions.
4. Trust Assets Held in the Custodian's Direct Paper System
The Custodian may deposit and/or maintain securities owned by the Trust
in the Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Trust in the Direct Paper
System only if such securities are represented in an account of the Custodian in
the Direct Paper System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of
the Trust which are maintained in the Direct Paper System shall identify by
book-entry those securities belonging to the Trust;
4) The Custodian shall pay for securities purchased for the account of
the Trust upon the making of an entry on the records of the Custodian to reflect
such payment and transfer of securities to the account of the Trust. The
Custodian shall transfer securities sold for the account of the Trust upon the
making of an entry on the records of the Custodian to reflect such transfer and
receipt of payment for the account of the Trust;
5) The Custodian shall furnish the Trust confirmation of each transfer
to or from the account of the Trust, in the form of a written advice or notice,
of Direct Paper on the next business day following such transfer and shall
furnish to the Trust copies of daily transaction sheets reflecting each day's
transaction in the Securities System for the account of the Trust;
6) The Custodian shall provide the Trust with any report on its system
of internal accounting control as the Trust may reasonably request from time to
time.
5. Proper Instructions
Proper Instructions means a writing signed or initialled by one or more
person or persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Trust shall cause all
oral instructions to be confirmed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the Board of
Trustees of the Trust accompanied by a detailed description of procedures
approved by the Board of Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the Trust's assets.
6. Effective Period, Termination and Amendment
The Letter Agreement as amended hereby shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto and may be terminated by either party by
an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing
Upon termination of the Letter Agreement, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements.
To the extent any provision of this amendment conflicts with the Letter
Agreement together with any prior amendments thereto, the provisions of this
amendment shall control.
Except as otherwise expressly amended and modified herein, the
provisions of the Letter Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representatives and its Seal to be hereto affixed as of the 21st day of October,
1993.
ATTEST: MASSACHUSETTS INVESTORS
TRUST
XXXXX X. XXXXX By: A. XXXXX XXXXXXX
Xxxxx X. Xxxxx A. Xxxxx Xxxxxxx
ATTEST: STATE STREET BANK &
TRUST COMPANY
ILLEGIBLE By: XXXXXX X. XXXXX
(Illegible) Xxxxxx X. Xxxxx
Vice President
