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As filed with the Securities and Exchange Commission on October 26, 1995
1933 Act File No. 2-14677
1940 Act File No. 811-859
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 60
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 21
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
(Exact Name of Registrant as Specified in Charter)
500 Boylston Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company,
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|X| immediately upon filing pursuant to paragraph (b)
|_| on [DATE] pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [DATE] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [DATE] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its Shares of Beneficial Interest (without par value), under the Securities Act
of 1933. The Registrant filed a Rule 24f-2 Notice with respect to its fiscal
year ended November 30, 1994 on January 30, 1995.
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PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements Included in Part A:
For the ten years ended November 30, 1994:
Financial Highlights*
Financial Statements Included in Part B:
At November 30, 1994:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended November 30, 1994:
Statement of Changes in Net Assets*
For the year ended November 30, 1994:
Statement of Operations*
* Incorporated herein by reference to the Fund's Annual Report to Shareholders
dated November 30, 1994, filed with the SEC on January 27, 1995.
(b) Exhibits
1 Amended & Restated Declaration of Trust, dated January 19,
1995. (1)
2 Amended & Restated By-Laws, dated December 21, 1994. (1)
3 Not Applicable.
4 Form of Share Certificate for Class A and Class B Shares. (3)
5 Investment Advisory Agreement, dated July 19,1985; filed
herewith.
6 (a) Distribution Agreement, dated January 1, 1995. (1)
(b) Dealer Agreement between MFS Fund Distributors, Inc. ("MFD"),
and a dealer dated December 28, 1994 and the Mutual Fund
Agreement between MFD and a bank or NASD affiliate, dated
December 28, 1994. (2)
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7 Retirement Plan for Non-Interested Person Trustees. (1)
8 (a) Custodian Agreement between the Trust and State Street Bank
and Trust Company, dated May 24, 1988; filed herewith.
(b) Amendment No. 1 to Custodian Agreement, dated May 24, 1988;
filed herewith.
(c) Amendment No. 2 to Custodian Agreement, dated September 20,
1989; filed herewith.
(d) Amendment No. 3 to Custodian Agreement, dated October 1,
1989; filed herewith.
(e) Amendment No. 4 to Custodian Agreement, dated December 28,
1990; filed herewith.
(f) Amendment No. 5 to Custodian Agreement, dated September 17,
1991; filed herewith.
9 (a) Shareholder Servicing Agent Agreement, dated August 1, 1985;
filed herewith.
(b) Amendment to Shareholder Servicing Agent Agreement dated
September 7, 1993; filed herewith.
(c) Form of Amendment to Shareholder Servicing Agent Agreement;
filed herewith.
(d) Exchange Privilege Agreement, dated September 1, 1993. (3)
(e) Loan Agreement by and among the Banks named therein, the MFS
Funds named therein, and The First National Bank of Boston,
dated as of February 21, 1995. (4)
(f) Dividend Disbursing Agency Agreement, dated February 1,
1986. (3)
10 Consent and Opinion of Counsel for the fiscal year ended
November 30, 1994, filed with the Rule 24e-2 Registration on
March 30, 1995. (1)
11 Consent of Deloitte & Touche. (1)
12 Not Applicable.
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13 Not Applicable.
14 (a) Forms for Individual Retirement Account Disclosure Statement
as currently in effect. (5)
(b) Forms for MFS 403(b) Custodial Account Agreement as currently
in effect. (5)
(c) Forms for MFS Prototype Paired Defined Contribution Plans and
Trust Agreement as currently in effect. (5)
15 (a) Amended & Restated Distribution Plan for Class A Shares,
dated December 21, 1994. (1)
(b) Amended & Restated Distribution Plan for Class B Shares,
dated December 21, 1994. (1)
(c) Form of Distribution Plan for Class C Shares, dated December
28, 1993; filed herewith.
16 Schedule of Computation for Performance Quotations - Average
Annual Total Return. (1)
17 Financial Data Schedules for each class. (1)
Power of Attorney, dated September 21, 1994. (1)
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(1) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 59 filed with the SEC via EDGAR on March 30, 1995.
(2) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the
SEC via EDGAR on February 22, 1995.
(3) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 28 filed with the
SEC via EDGAR on July 28, 1995.
(4) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS
Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
on February 28, 1995.
(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR
on August 28, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant
Not applicable.
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Item 26. Number of Holders of Securities
(1) (2)
Title of Class Number of Record Holders
Class A Shares of Beneficial Interest 37,038
(without part value) (as of August 31, 1995)
Class B Shares of Beneficial Interest 1,887
(without part value) (as of August 31, 1995)
Item 27. Indemnification
Reference is hereby made to (a) Article V of Registrants Declaration of
Trust, incorporated by reference to Post-Effective Amendment No. 59 filed with
the SEC on March 30, 1995 and (b) Section 9 of the Shareholder Servicing Agent
Agreement; filed herewith.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and principal underwriter are insured under an
errors and omissions liability insurance policy. The Registrant and its officers
are also insured under the fidelity bond required by Rule 17g-1 under the
Investment Company Act of 1940, as amended.
Item 28. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds: Massachusetts Investors Trust, Massachusetts
Investors Growth Stock Fund, MFS Growth Opportunities Fund, MFS Government
Securities Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which
has three series: MFS Managed Sectors Fund, MFS Cash Reserve Fund and MFS World
Asset Allocation Fund), MFS Series Trust II (which has four series: MFS Emerging
Growth Fund, MFS Capital Growth Fund, MFS Intermediate Income Fund and MFS Gold
& Natural Resources Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series:
MFS Total Return Fund and MFS Research Fund), MFS Series Trust VI (which has
three series: MFS World Total Return Fund, MFS Utilities Fund and MFS World
Equity Fund), MFS Series Trust VII (which has two series: MFS World Governments
Fund and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has
three series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has four series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign
and Colonial International Growth Fund and MFS/Foreign and Colonial
International Growth & Income Fund), and MFS Municipal Series Trust (which has
19 series: MFS Alabama Municipal Bond Fund, MFS Arkansas Municipal Bond Fund,
MFS
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California Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia
Municipal Bond Fund, MFS Louisiana Municipal Bond Fund, MFS Maryland Municipal
Bond Fund, MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond
Fund, MFS New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund,
MFS Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund,
MFS Tennessee Municipal Bond Fund, MFS Texas Municipal Bond Fund, MFS Virginia
Municipal Bond Fund, MFS Washington Municipal Bond Fund, MFS West Virginia
Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following no-load,
open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven series), MFS
Variable Insurance Trust ("MVI") (which has twelve series) and MFS Union
Standard Trust ("UST") (which has two series). The principal business address of
each of the aforementioned Funds is 500 Boylston Street, Boston, Massachusetts
02116.
In addition, MFS serves as investment adviser to the following
closed-end Funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal business address of each is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of the Republic of Ireland and a subsidiary of MFS, whose
principal business address is 41-45 St. Stephen's Green, Dublin 2, Ireland,
serves as investment adviser to and distributor for MFS International Fund
(which has four portfolios: MFS International Funds-U.S. Equity Fund, MFS
International Funds-U.S. Emerging Growth Fund, MFS International
Funds-International Government Fund and MFS International Funds-Charter Income
Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and qualify
as an undertaking for collective investments in transferable securities (UCITS).
The principal business address of the MIL Funds is 47, Boulevard Royal, L-2449
Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund and MFS Meridian U.S. Equity Fund (collectively the "MFS Meridian
Funds"). Each of the MFS Meridian Funds is organized as an exempt company under
the laws of the Cayman Islands. The principal business address of each of the
MFS Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
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MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.
Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary
of MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT, MVI and UST.
MFS Asset Management, Inc. ("AMI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS
The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold
D. Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is the Chairman,
Mr. Shames is the President, Mr. Scott is a Senior Executive Vice President
and Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, James E. Russell is a Senior
Vice President and the Treasurer, Stephen E. Cavan is a Senior Vice President,
General Counsel and an Assistant Secretary, Joseph W. Dello Russo is a Senior
Vice President and Chief Financial Officer, Robert T. Burns is a Vice
President and an Assistant Secretary of MFS, and Mary Kay Doherty is a Vice
President and Assistant Treasurer.
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Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice
President and Associate General Counsel of MFS, is the Assistant Secretary.
MFS Series Trust II
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg,
Senior Vice President of MFS, is a Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer, and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Government Markets Income Trust
MFS Intermediate Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, and James
R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust III
A. Keith Brodkin is the Chairman and President, James T. Swanson,
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, and James R.
Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the
<PAGE>
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust VII
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VIII
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Series Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter
and David R. King, Vice Presidents of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Variable Insurance Trust
MFS Union Standard Trust
MFS Institutional Trust
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Income Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
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MFS Multimarket Income Trust
MFS Charter Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is
the Assistant Secretary.
MFS Special Value Trust
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
SGVAF
W. Thomas London is the Treasurer.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President
and the Clerk, James R. Bordewick, Jr. is a Director, Vice President and an
Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo
is the Treasurer and James E. Russell is the Assistant Treasurer.
MIL-UK
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott,
Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, Ziad Malek is the President, Joseph W.
Dello Russo is the Treasurer, and Robert T. Burns is the Assistant Secretary.
MIL Fund
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle and Richard W. S. Baker are Directors, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary, and Ziad Malek is a Senior Vice President.
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MFS Meridian Fund
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott and Jeffrey
L. Shames are Directors, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James R. Bordewick, Jr., is the Assistant Secretary, James
O. Yost is the Assistant Treasurer, and Ziad Malek is a Senior Vice President.
MFD
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, William W. Scott, Jr., an Executive Vice
President of MFS, is the President, Stephen E. Cavan is the Secretary, Robert
T. Burns is the Assistant Secretary, Joseph W. Dello Russo is the Treasurer,
and James E. Russell is the Assistant Treasurer.
CIAI
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery
is the Vice President, Joseph W. Dello Russo is the Treasurer, James E.
Russell is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and
Robert T. Burns is the Assistant Secretary.
MFSC
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive
Vice President, Joseph W. Dello Russo is the Treasurer, James E. Russell is
the Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T.
Burns is the Assistant Secretary.
AMI
A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, Carol A. Corley, John A. Gee and Brianne Grady are
Senior Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, James E. Russell is the Assistant Treasurer and Robert T. Burns is
the Secretary.
RSI
William W. Scott, Jr., Joseph A. Recomendes and Bruce C. Avery are
Directors, Arnold D. Scott is the Chairman and a Director, Douglas C. Grip, a
Senior Vice President of MFS, is the President, Joseph W. Dello Russo is the
Treasurer, James E. Russell is the Assistant Treasurer, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary and Sharon A.
Brovelli is a Senior Vice President.
<PAGE>
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
A. Keith Brodkin Director, Sun Life Assurance Company of Canada
(U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts
Director, Sun Life Insurance and Annuity Company of New
York, 67 Broad Street, New York, New York
John R. Gardner President and a Director, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street West, Toronto, Ontario, Canada (Mr.
Gardner is also an officer and/or Director of various subsidiaries and
affiliates of Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto, Ontario, Canada (Mr. McNeil is also an
officer and/or Director of various subsidiaries and affiliates of Sun Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston, Massachusetts (until August, 1994)
Item 29. Distributors
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the
<PAGE>
office of the Registrant and the following locations:
NAME ADDRESS
Massachusetts Financial 500 Boylston Street
Services Company (investment Boston, MA 02116
adviser)
MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and Trust State Street South
Company (custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 4th day of October, 1995.
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on October 4, 1995.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal Executive
A. Keith Brodkin Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
RICHARD B. BAILEY* Trustee
Richard B. Bailey
PETER G. HARWOOD* Trustee
Peter G. Harwood
J. ATWOOD IVES* Trustee
J. Atwood Ives
<PAGE>
LAWRENCE T. PERERA* Trustee
Lawrence T. Perera
WILLIAM J. POORVU* Trustee
William J. Poorvu
CHARLES W. SCHMIDT* Trustee
Charles W. Schmidt
ARNOLD D. SCOTT* Trustee
Arnold D. Scott
JEFFREY L. SHAMES* Trustee
Jeffrey L. Shames
ELAINE R. SMITH* Trustee
Elaine R. Smith
DAVID B. STONE* Trustee
David B. Stone
*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to a
Power of Attorney dated September 21,
1994, incorporated by reference to the
Registrant's Post-Effective Amendment No.
59 filed with the Securities and Exchange
Commission on March 30, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5 Investment Advisory Agreement, dated July 19, 1985.
8 (a) Custodian Agreement between the Trust and State Street Bank
and Trust Company, dated May 24, 1988.
(b) Amendment No. 1 to Custodian Agreement, dated May 24, 1988.
(c) Amendment No. 2 to Custodian Agreement, dated September 20,
1989.
(d) Amendment No. 3 to Custodian Agreement, dated October 1,
1989.
(e) Amendment No. 4 to Custodian Agreement, dated December 28,
1990.
(f) Amendment No. 5 to Custodian Agreement, dated September 17,
1991.
9 (a) Shareholder Servicing Agent Agreement, dated August 1, 1985.
(b) Amendment to Shareholder Servicing Agent Agreement dated
September 7, 1993.
(c) Form of Amendment to Shareholder Servicing Agent Agreement.
15 (c) Form of Distribution Plan for Class C Shares, dated December
28, 1993.
<PAGE>
EXHIBIT NO. 99.5
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 19th day of July, 1985 by and between MASSACHUSETTS
INVESTORS GROWTH STOCK FUND, a Massachusetts business trust (the "Fund") and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940;
WHEREAS, the Adviser is willing to provide business management services to the
Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
ARTICLE 1: Duties of the Adviser. The Adviser shall provide the Fund with such
investment advice and supervision as the latter may from time to time consider
necessary for the proper management of its funds. The Adviser shall act as
Adviser to the Fund and as such shall furnish continuously an investment program
and shall determine from time to time what securities shall be purchased, sold
or exchanged and what portion of the assets of the Fund shall be held
uninvested, subject always to the restrictions of the Declaration of Trust,
dated March 4, 1985, and By-Laws, each as amended from time to time
(respectively, the "Declaration" and the "By-Laws"), and to the provisions of
the Investment Company Act of 1940. The Adviser shall also make recommendations
as to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Funds' portfolio securities shall be
exercised. Should the Trustees at any time, however, make any definite
determination as to the investment policy and notify the Adviser thereof in
writing, the Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf of the Fund,
all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Funds' account with brokers or
dealers selected by it, and to that end the Adviser is authorized as the agent
of the Fund to give instructions to the Custodian of the Fund as to deliveries
of securities and payments of cash for the account of the Fund. In connection
with the selection of such brokers or dealers and the placing of such orders,
the Adviser is directed to seek for the Fund execution at the most favorable
price by responsible brokerage firms at reasonably competitive commission rates.
In
<PAGE>
fulfilling this requirement the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty, created by this Agreement or otherwise,
solely by reason of its having caused the Fund to pay a broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund and to other clients of the Adviser as to which the Adviser exercises
investment discretion.
ARTICLE 2: Allocation of Charges and Expenses. The Adviser shall furnish at its
own expense all necessary administrative services, office space, equipment and
clerical personnel, and investment advisory facilities and executive and
supervisory personnel for managing the investments, effecting the portfolio
transactions and in general administering the affairs of the Fund. The Adviser
shall arrange, if desired by the Fund, for officers and employees of the Adviser
to serve as Trustees, officers or agents of the Fund if duly elected or
appointed to such positions and subject to their individual consent and to any
limitations imposed by law. It is understood that the Fund will pay all of its
own expenses including, without limitation, compensation of Trustees not
affiliated with the Adviser, governmental fees, interest charges, taxes,
membership dues in the Investment Company Institute allocable to the Fund, fees
and expenses of independent auditors, of legal counsel and of any transfer
agent, registrar or dividend disbursing agent of the Fund, expenses of
repurchasing and redeeming shares, expenses of preparing, printing and mailing
share certificates, prospectuses, shareholders' reports, notices, proxy
statements and reports to governmental officers and commissions, brokerage and
other expenses connected with the execution of portfolio security transactions,
insurance premiums, fees and expenses of the custodian for all services to the
Fund, including safekeeping of funds and securities, keeping of books and
accounts and calculation of the net asset value of shares of the Fund, expenses
of shareholders' meetings, and expenses relating to the issuance, registration
and qualification of shares of the Fund.
Article 3: Compensation of the Adviser. For the services to be rendered and for
the facilities to be furnished as provided in Articles 1 and 2 above, the Fund
shall pay to the Adviser a fee computed and paid monthly at the annual rate
equivalent to 1/2 of 1% of the first $200 million of average daily net assets
for the Fund's current fiscal year, 4/10 of 1% of the next $300 million of
average daily net assets for the Fund's current fiscal year and 2/10 of 1% of
the average daily net assets for the Fund's current fiscal year in excess of
$500 million, provided that such computation shall commence on the effective
date of this Agreement and shall be based on the average daily net assets of the
Fund, on and after such date.
<PAGE>
The annual fee shall be reduced by 24%* of the fair value of the use for one
year of the office furniture, furnishings and equipment beneficially owned by
the Fund and Massachusetts Investors Trust (the "Trust") and used by the Adviser
in the conduct of its affairs. Such reduction shall be computed monthly on the
basis of 1/12 of 24% of such fair value and be deducted from the monthly
payments of the fee provided for in the proceeding paragraph.
The fair value of one year's use of said office furniture, furnishings and
equipment has been appraised as of May 9, 1969 at $39,208 by Dunton Corp., an
independent supplier of office equipment on the basis of independent appraisals
by others of its fair market value, depreciated, in the case of depreciating
property according to Internal Revenue Service guidelines and including a factor
for current return on invested capital. The Adviser shall purchase any new
equipment needed, and the Fund shall receive 24% of the proceeds of any turn-in
or salvage value of the obsolete or unneeded furniture or equipment. The use
values so determined shall be adjusted annually and reviewed and approved by a
majority of the Trustees of the Fund not affiliated with the Adviser. The
Adviser shall maintain and insure the property.
If the Adviser shall serve for less than the whole of any period specified in
this Article 3, the compensation to the Adviser shall be prorated.
ARTICLE 4: Brokerage Offset Account. The Adviser hereby assumes responsibility
of Massachusetts Financial Services, Inc. ("MFS") for carrying out the terms of
Article 4 of the Investment Advisory Agreement dated December 10, 1971, between
Massachusetts Investors Growth Stock Fund, Inc. (the "Predecessor Fund") and MFS
to the extent set forth below. Pursuant thereto, MFS agreed that prior to or
promptly following December 10, 1971, it would apply, through a subsidiary or
affiliate (the "affiliate"), for membership on the Philadelphia Stock Exchange
and/or for the status of approved non-member on the Pacific Coast Stock
Exchange. Said agreement shall continue in full force and effect with respect to
the Adviser and the Fund, as successor to the Predecessor Fund.
(a) In the event that any such application is grated, the Adviser, to the extent
permitted by the rules of such exchange or exchanges, shall credit against the
management fees of the Fund a portion of the "net profits" of the affiliate
computed in the manner described below. Such "net profits" of the affiliate
shall be offset in the appropriate amount against the management fee owed to the
Adviser by the Fund at any time or from time to time in the three months
immediately succeeding the end of the affiliate's fiscal year.
(b) During each fiscal year of the affiliate, gross revenues of the affiliate
from brokerage transactions* for the portfolios of the Trust and the Fund, or
attributable thereto, will be credited
________________________________
* This percentage represents the aveerage of the annual percentages of office
expenses shares with Massachusetts Investors Trust over the ten years ended
December 31, 1968 and borne by the Fund.
* As used in this article, the term "brokerage transaction" shall mean any
purchase or sale of securities in connection with which a commission is paid
to a broker-dealer acting as broker or agent and the terms "brokerage
commissions" and "brokerage revenues" shall mean those commissions and
revenues which are attributable to brokerage transactions.
<PAGE>
to an Offset Account for the Trust and the Fund. The Offset Account will be
charged with all of the direct expenses of each such transaction, including
applicable clearing fees, transfer taxes, exchange fees, or other fees and a
share of the expenses of the affiliate's operations prorated on the basis of the
affiliate's gross brokerage revenues from brokerage transactions for the
portfolios of the Trust and the Fund, compared to the affiliate's gross revenues
from all sources. The expenses to be so prorated will include rent, depreciation
of depreciable capital assets over their useful lives, interest attributable to
the affiliate's operations, salaries for personnel to the extent they are
engaged in the operations of the affiliate including its recordkeeping and
accounting and other direct expenses and costs incurred in connection with the
affiliate's operations. In addition, in lieu of the affiliate's indirect
expenses, such as general overhead, executive supervision and general
administration, there will be charged to the Offset Account an amount equal to
twenty per cent of the gross revenues credited to the Offset Account. Other
adjustments customary to a brokerage operation may be made to the Offset
Account. After deducting expenses as set forth above from the gross commissions
attributed to the Offset Account, there shall be deducted an amount attributed
to State and Federal income taxes, the sum to be deducted for this purpose to be
computed as if the Offset Account were a Massachusetts business corporation
required to file separate Massachusetts and Federal income tax returns. The
balance in the account after the above deductions will be considered "net
profits" of the Offset Account.
(c) The net profits of the Offset Account shall be divided between the Trust and
the Fund in proportion to the total dollar amount of all portfolio transactions,
other than transactions in government securities and short-term corporate notes,
of the Trust and the Fund during the period for which the net profits are
computed.
(d) With respect to each fiscal year of the affiliate, all net profits of the
Offset Account shall be offset against the management fees of the Trust and the
Fund to the extent earned.
(e) Following the end of the affiliate's fiscal year, the Adviser and the
affiliate shall furnish to the Fund a financial statement for the Offset Account
and an opinion with respect thereto by an independent public accountant.
(f) The Adviser is hereby expressly authorized, subject to the primary
requirement of obtaining for the Fund the most favorable execution and price, to
direct to itself or its affiliate such brokerage transactions of the Fund as it
shall in its sole discretion determine appropriate, except that in no event
shall the Adviser or its affiliate execute portfolio transactions with the Fund
on a principal basis, except as permitted by the Investment Company Act of 1940
and the Rules, Regulations or orders thereunder.
ARTICLE 5: Shareholder Approval. The Adviser agrees that, while this Agreement
is in effect, it will not permit (i) attribution of any value to this Agreement
in computing the value of the Adviser's stock, or (ii) sales of stock by the
Adviser or its shareholders at prices in excess of
<PAGE>
value (excluding attribution of any value to the Agreement), without, in either
case, first obtaining the favorable vote of a majority of the outstanding voting
securities of the Fund.
The Fund agrees that upon notification by the Adviser that it intends to engage
in attribution of value or sales as described above, which would require
approval by shareholders of the Fund under this Agreement, it will submit the
question of approval or disapproval of such action to its shareholders as
promptly as practicable after receipt of such notice.
ARTICLE 6: Covenants of the Adviser. The Adviser agrees that it will not deal
with itself, or with the Trustees of the Fund or the Underwriter as principals
in making purchases or sales of securities or other property for the account of
the Fund, except as permitted by the Investment Company Act of 1940 and the
Rules, Regulations or orders thereunder, will not take a long or short position
in the shares of the Fund except as provided by the Declaration, and will comply
with all other provisions of the Declaration and By-Laws relative to the Adviser
and its officers and directors.
ARTICLE 7: Limitation of Liability of the Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder. As used in this Article 7, the term "Adviser" shall
include directors, officers and employees of the Adviser as well as the
corporation itself.
ARTICLE 8: Activities of the Adviser. The services of the Adviser to the Fund
are not to be deemed to be exclusive, the Adviser being free to render services
to others. It is understood that Trustees, officers, and shareholders of the
Fund may be or become interested in the Adviser, as directors, officers,
employees, or otherwise and that directors, officers and employees of the
Adviser may be or become similarly interested in the Fund, and that the Adviser
may be or become interested in the Fund as shareholder or otherwise.
ARTICLE 9: Duration, Termination and Amendment of this Agreement. This Agreement
shall become effective on the date of its execution and shall govern the
relationship between the parties hereto thereafter, and shall remain in force
until August 1, 1986 on which date it will terminate unless its continuance
after August 1, 1986 is specifically approved at least annually (i) by the vote
of a majority of the Trustees of the Fund who are not interested persons of the
Fund or of the Adviser at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Trustees of the Fund, or by vote of a
majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder.
This Agreement may be terminated at any time without the payment of any penalty
by the Trustees or by vote of a majority of the outstanding voting securities of
the Fund, or by the Adviser, on not more than sixty days' nor less than thirty
days' written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
<PAGE>
This Agreement may be amended only if such amendment is approved by vote of a
majority of the outstanding voting securities of the Fund.
The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person", and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act, and the term "brokerage and research services" shall have the
meaning given in the Securities Exchange Act of 1934 and the Rules and
Regulations thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered in their names and on their behalf by the undersigned officers
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first above written. The undersigned Trustee of the Fund
has executed this Agreement not individually, but as Trustee under the
Declaration and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Fund, individually, but bind only the trust
estate.
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
[SEAL]
By: RICHARD B. BAILEY
Richard B. Bailey
Chairman and Trustee
MASSACHUSETTS FINANCIAL SERVICES COMPANY
[SEAL]
By: H. ALDEN JOHNSON, JR.
H. Alden Johnson, Jr.
President
<PAGE>
EXHIBIT NO. 99.8(a)
CUSTODIAN CONTRACT
Between
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
PAGE
1. Employment of Custodian and Property to be Held By It............. 1
2. Duties of the Custodian with Respect to Property of the Trust
Held by the Custodian............................................ 1
2.1. Holding Securities...................................... 1
2.2. Delivery of Securities.................................. 2
2.3. Registration of Securities.............................. 4
2.4. Bank Accounts........................................... 5
2.5. Payments for Shares..................................... 5
2.6. Investment and Availability of Federal Funds............ 6
2.7. Collection of Income.................................... 6
2.8. Payment of Trust Monies................................. 6
2.9. Liability for Payment in Advance of Receipt of
Securities Purchased.................................... 8
2.10. Payments for Repurchases or Redemptions of Shares of
the Trust............................................... 8
2.11. Appointment of Agents................................... 9
2.11A. Trust Assets Held in the Custodian's Direct Paper
System.................................................. 9
2.12. Deposit of Trust Assets in Securities System............ 10
2.13. Segregated Account...................................... 12
2.14. Ownership Certificates for Tax Purposes................. 13
2.15. Proxies................................................. 13
2.16. Communications Relating to Trust Portfolio Securities... 13
2.17. Proper Instructions..................................... 14
2.18. Actions Permitted Without Express Authority............. 14
2.19. Evidence of Authority................................... 15
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income..................... 15
4. Records........................................................... 15
5. Opinion of Trust's Independent Accountants ....................... 16
6. Reports to Trust by Independent Public Accountants................ 16
7. Compensation of Custodian......................................... 16
8. Responsibility of Custodian....................................... 16
9. Effective Period, Termination and Amendment....................... 18
10. Successor Custodian............................................... 18
11. Interpretive and Additional Provisions............................ 19
12. Massachusetts Law to Apply........................................ 20
13. Prior Contracts................................................... 20
<PAGE>
CUSTODIAN CONTRACT
This Contract between Massachusetts Investors Growth Stock Fund, a
business trust organized and existing under the laws of the Commonwealth of
Massachusetts, having its principal place of business at 200 Berkeley Street,
Boston, Massachusetts, hereinafter called the "Trust", and State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter
called the "Custodian".
WITNESSETH, that in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It. The Trust hereby
employs the Custodian as the custodian of its assets pursuant to the provisions
of the Declaration of Trust. The Trust, agrees to deliver to the Custodian all
securities and cash owned by it, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Trust from time to time, and the cash consideration received by it
for such new or treasury shares of beneficial interest ("Shares") of the Trust
as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Trust held or received by the Trust and not
delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.17), the Custodian shall from time to time employ one or more sub-custodians,
but only in accordance with an applicable vote by the Board of Trustees of the
Trust, and provided that the Custodian shall have no more or less responsibility
or liability to the Trust on account of any actions or omissions of any
subcustodian so employed than any such subcustodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Trust Held By
the Custodian.
2.1. 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 securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts
<PAGE>
as a securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as a "Securities
System".
2.2. 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 only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
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 a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other similar
offers for 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 into
the name or nominee name of any agent appointed pursuant to Section 2.11 or into
the name or nominee name of any subcustodian appointed pursuant to Article l; 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
<PAGE>
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 securities
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
<PAGE>
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 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 corporate purpose, and naming the person or persons to whom delivery of
such securities shall be made.
2.3. Registration of Securities. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of the Trust or in the
name of any nominee of the Trust or in the name of any nominee of the Trust or
of any nominee of the Custodian which
<PAGE>
nominee shall be assigned exclusively to the Trust, unless the Trust has
authorized in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment adviser as the
Trust, or in the name or nominee name of any agent appointed pursuant to Section
2.11 or in the name or nominee name of any subcustodian appointed pursuant to
Article 1. All securities accepted by the Custodian on behalf of the Trust under
the terms of this Contract shall be in "street name" or other good delivery
form.
2.4. Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts (the "Trust's Account or Accounts") in the name of the
Trust, subject only to draft or order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such Account or Accounts, subject to
the provisions hereof, all cash received by it from or for the account of the
Trust, other than cash maintained by the Trust in a bank Account established and
used in accordance with Rule 17f-3 under the Investment Company Act of 1940.
Funds held by the Custodian for the Trust may be deposited by it to its credit
as Custodian in the Banking Department of the Custodian or in such other banks
or trust companies as it may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company shall be qualified to
act as a custodian under the Investment Company Act of 1940 and that each such
bank or trust company and the funds to be deposited with each such bank or trust
company shall be approved by vote of a majority of the Board of Trustees of the
Trust. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5. Payments for Shares. The Custodian shall receive from the distributor
for the Trust's Shares or from the Transfer Agent of the Trust and deposit into
the Trust's Account such payments as are received for Shares of the Trust issued
or sold from time to time by the Trust. The Custodian will provide timely
notification to the Trust and the Transfer Agent of any receipt by it of
payments for Shares of the Trust.
<PAGE>
2.6. Investment and Availability of Federal Funds. Upon mutual agreement
between the Trust and the Custodian, the Custodian shall, upon the receipt of
Proper Instructions,
1) invest in such instruments as may be set forth in such instruments
as may be set forth in such instructions on the same day as received all federal
funds received after a time agreed upon between the Custodian and the Trust; and
2) make federal funds available to the Trust as of specified times
agreed upon from time to time by the Trust and the Custodian in the amount of
any checks received in payment for Shares of the Trust which are deposited into
the Trust's account.
2.7. Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held hereunder
to which the Trust shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and other
payments with respect to bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or agent thereof and shall
credit such income, as collected, to the Trust's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach and present
for payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Income due the Trust on securities loaned pursuant to the provisions
of Section 2.2 (10) shall be the responsibility of the Trust. The Custodian will
have no duty or responsibility in connection therewith, other than to provide
the Trust with such information or data as may be necessary to assist the Trust
in arranging for the timely delivery to the Custodian of the income to which the
Trust is properly entitled.
2.8. 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
<PAGE>
of the Trust in the following cases only:
1) Upon the purchase of securities, for the account of the Trust but
only (a) against the delivery of such securities 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 referred to in Section 2.3 hereof or in proper form for transfer; (b)
in the case of a purchase effected through a Securities System, in accordance
with the conditions set forth in Section 2.12 hereof; or (c) 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;
2) In connection with conversion, exchange or surrender of securities
owned by the Trust as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Trust as
set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the Trust,
including but not limited to the following payments for the account of the
Trust: interest, taxes, management, accounting, transfer agent and legal fees,
and operating expenses of the Trust whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
<PAGE>
5) For the payment of any dividends on Shares of the Trust declared
pursuant to the governing documents of the Trust;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper 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 of the Trust signed by an officer of
the Trust and certified by its Secretary or an Assistant Secretary, setting
forth the purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such payment is
to be made.
2.9. Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of securities for the account of
the Trust is made by the Custodian in advance of receipt of the securities
purchased in the absence of specific written instructions from the Trust to so
pay in advance, the Custodian shall be absolutely liable to the Trust for such
securities to the same extent as if the securities had been received by the
Custodian, except that in the case of repurchase agreements entered into by the
Trust with a bank which is a member of the Federal Reserve System, the Custodian
may transfer funds to the account of such bank prior to the receipt of written
evidence that the securities subject to such repurchase agreements have been
transferred by book-entry into a segregated non-proprietary account of the
Custodian maintained with the Federal Reserve Bank of Boston or of the
safekeeping receipt, provided that such securities have in fact been so
transferred by book-entry.
2.10. Payments for Repurchases or Redemptions of Shares of the Trust. From
such funds as may be available for the purpose but subject to the limitations of
the Declaration of Trust and any applicable votes of the Board of Trustees of
the Trust pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds
<PAGE>
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares of the Trust, the Custodian is authorized
upon receipt of instructions from the Transfer Agent to wire funds to or through
a commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Trust, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Trust to the holder of Shares, when presented to the Custodian
in accordance with such procedures and controls as are mutually agreed upon from
time to time between the Trust and the Custodian.
2.11. Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
which is itself qualified under the Investment Company Act of 1940, as amended,
to act as a custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided, however, that
the appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.
2.11A. Trust Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain domestic securities owned by the Trust
in the Direct Paper System subject to the following provisions:
1) No transaction relating to domestic securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Custodian may keep domestic 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;
<PAGE>
3) The records of the Custodian with respect to domestic 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 furnish the Trust confirmation of each transfer
of Direct Paper to or from the account of the Trust, in the form of a written
advice or notice 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 Direct Paper System for the account of the Trust;
5) The Custodian shall pay for domestic 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;
6) The Custodian shall provide the Trust with any report on the system
of internal accounting control for the Direct Paper System that the Custodian
receives and as the Trust may reasonably request from time to time;
2.12. Deposit of Trust Assets in Securities Systems. The Custodian may
deposit and/or maintain securities owned by the Trust in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities depository, or in
the book-entry system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as "Securities System"
in accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep securities of the Trust in a Securities
System provided that such securities are represented in an account ("Custodian's
<PAGE>
Account") of the Custodian in the Securities System which shall not include any
assets of the Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to securities of the
Trust which are maintained in a Securities System shall identify by book-entry
those securities belonging to the Trust;
3) The Custodian shall pay for securities purchased for the account of
the Trust upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Custodian's Account, and (ii) the making
of an entry on the records of the Custodian to reflect such payment and transfer
for the account of the Trust. The Custodian shall transfer securities sold for
the account of the Trust upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the Custodian's
Account, and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Trust. Copies of all
advices from the Securities System of transfers of securities for the account of
the Trust shall identify the Portfolio, be maintained for the Portfolio by the
Custodian and be provided to the Trust at its request. Upon request, 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 and shall furnish
to the Trust copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Trust.
4) The Custodian shall provide the Trust with any report obtained by
the Custodian on the Securities System's accounting system, internal accounting
control and procedures for safeguarding securities deposited in the Securities
System;
<PAGE>
5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the Trust
resulting from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or of any of its
or their employees or from failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the Securities System; at the
election of the Trust, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of any such loss or
damage if and to the extent that the Trust has not been made whole for any such
loss or damage.
2.13. Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Trust establish and maintain a segregated account or
accounts for and on behalf of the Trust, into which account or accounts may be
transferred cash and/or securities, including securities maintained in an
account by the Custodian pursuant to Section 2.12 hereof, (i) in accordance with
the provisions of any agreement among the Trust, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Trust, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the Trust or
commodity futures contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purpose of compliance by the Trust with the procedures
required by Investment Company Act Release No. 10666, or any
<PAGE>
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only, in the case of
clause (iv), upon receipt of, in addition to Proper Instructions from the Trust
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 or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
2.14. Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
securities of the Trust held by it and in connection with transfers of
securities.
2.15. Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Trust or a nominee of the Trust, all proxies, without indication of the manner
in which such proxies are to be voted, and shall promptly deliver to the Trust
such proxies, all proxy soliciting materials and all notices relating to such
securities.
2.16. Communications Relating to Trust Portfolio Securities. The Custodian
shall transmit promptly to the Trust all written information (including, without
limitation, pendency of calls and maturities of securities and expirations of
rights in connection therewith and notices of exercise of call and put options
written by the Trust and the maturity of futures contracts purchased or sold by
the Trust) received by the Custodian from issuers of the securities being held
for the Trust. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the Trust all written information received by the Custodian
from issuers of the securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer. If the Trust desires
to take action with respect to any tender offer, exchange offer or any other
similar transaction,
<PAGE>
the Trust shall notify the Custodian at least three business days prior to the
date on which the Custodian is to take such action.
2.17. Proper Instructions. Proper Instructions as used throughout this
Article 2 means a writing signed or initialed 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.
2.18. Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Trust:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such payments shall be accounted for to the Trust;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Trust, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the securities and property of the Trust except as otherwise directed by
the Board of Trustees of the Trust.
<PAGE>
2.19. Evidence of Authority. The Custodian shall be protected in acting upon
any instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by or on
behalf of the Trust. The Custodian may receive and accept a certified copy of a
vote of the Board of Trustees of the Trust as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Trustees pursuant to the
Declaration of Trust as described in such vote, and such vote may be considered
as in full force and effect until receipt by the Custodian of written notice to
the contrary.
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Trustees of the Trust to keep
the books of account of the Trust and/or compute the net asset value per share
of the outstanding shares of the Trust or, if directed in writing to do so by
the Trust, shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate daily the
net income of the Trust as described in the Trust's currently effective
prospectus shall advise the Trust and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an officer of the
Trust to do so, shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of the net asset
value per share and the daily income of the Trust shall be made at the time or
times described from time to time in the Trust's currently effective prospectus.
4. Records.
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Trust under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Trust. All such records shall be
the property
<PAGE>
of the Trust and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or
agents of the Trust and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Trust's request, supply the Trust with a
tabulation of securities owned by the Trust and held by the Custodian and shall,
when requested to do so by the Trust and for such compensation as shall be
agreed upon between the Trust and the Custodian, include certificate numbers in
such tabulations.
5. Opinion of Trust's Independent Accountant.
The Custodian shall take all reasonable action, as the Trust may from
time to time request, to obtain from year to year favorable opinions from the
Trust's independent accountants with respect to its activities hereunder in
connection with the preparation of the Trust's Form N-lA, and Form N-SAR or
other annual reports to the Securities and Exchange Commission and with respect
to any other requirements of such Commission.
6. Reports to Trust by Independent Public Accountants.
The Custodian shall provide the Trust at such times as the Trust may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports, which
shall be of sufficient scope and in sufficient detail, as may reasonably be
required by the Trust to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if there are no such
inadequacies, shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Trust and the Custodian.
8. Responsibility of Custodian.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title
<PAGE>
thereto received by it or delivered by it pursuant to this Contract and shall be
held harmless in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract but shall be
kept indemnified by the Trust transaction taken or omitted by it in the proper
execution of instructions from the Trust. It shall be entitled to rely on and
may act upon advice of counsel for the Trust on all matters and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the Custodian with respect
to redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Trust.
The Trust agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments, claims and
liabilities (including counsel fees) incurred or assessed against it or its
nominee in connection with the performance of this Contract, except such as may
arise from it or its nominee's own negligent action, negligent failure to act or
willful misconduct. The Custodian is authorized to charge any account of the
applicable Trust for such items and its fees. To secure any such authorized
charges and any advances of cash or securities made by the Custodian to or for
the benefit of the Trust for any purpose which results in the Trust incurring an
overdraft at the end of any business day or for extraordinary or emergency
purposes during any business day, the Trust hereby grants to the Custodian a
security interest in and pledges to the Custodian securities held for it by the
Custodian, in an amount not to exceed five percent of the Trust's gross assets,
the specific securities to be designated in writing from time to time by the
Trust or its investment adviser (the "Pledged Securities"). Should the Trust
fail to repay promptly any advances of cash or securities, the Custodian shall
be entitled to use available cash and to dispose of the Pledged Securities as is
necessary to repay any such advances.
<PAGE>
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, 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; provided,
however that the Custodian shall not act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees of the Trust have approved the initial use
of a particular Securities System and the receipt of an annual certificate of
the Secretary or an Assistant Secretary that the Board of Trustees has reviewed
the use by the Trust of such Securities System, as required in each case by Rule
17f-4 under the Investment Company Act of 1940, as amended; provided further,
however, that the Trust shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Declaration of Trust, and (b) that the Trust may at any time by action of
its Board of Trustees (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian or upon the happening of a like event
at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, 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.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of Trustees of
the Trust, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Trust's securities held in a
Securities System.
<PAGE>
If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a vote of the Board of
Trustees of the Trust, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of each
applicable Portfolio and all instruments held by the Custodian relative thereto
and all other property held by it under this Contract and to transfer to an
account of such successor custodian all of the Trust's securities held in any
Securities System. Thereafter, such bank or trust company shall be the successor
of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian and
the Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
<PAGE>
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust of the Trust. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
13. Prior Contracts.
This Contract supersedes and terminates, as of the date hereof, the
existing custodian contract between the Trust and the Custodian. Any reference
to the custodian contract between the Trust and the Custodian in documents
executed prior to the date hereof shall be deemed to refer to this Contract.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 24th day of May, 1988.
ATTEST MASSACHUSETTS INVESTORS GROWTH STOCK FUND
DANIEL M. JAFFE By: RICHARD B. BAILEY
D. M. Jaffe Richard B. Bailey
ATTEST STATE STREET BANK AND TRUST COMPANY
J. FARRELL By: PHYLLIS A. SCHROEDER
J. Farrell Phyllis A. Schroeder
Assistant Secretary Vice President
<PAGE>
EXHIBIT NO. 99.8(b)
AMENDMENT TO CUSTODIAN CONTRACT
Amendment to Custodian Contract between Massachusetts Investors Growth
Stock Fund, a business trust organized and existing under the laws of
Massachusetts, having a principal place of business at 200 Berkeley Street,
Boston, Massachusetts 02116 (hereinafter called the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at 225 Franklin Street, Boston, Massachusetts 02110
(hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian
Contract dated May 24, l988 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 125% of the face amount to the amount of the Letter
of Credit;
WHEREAS: The Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
<PAGE>
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian
with respect to the Letter of Credit and to amend the Custodian Contract to
provide for the establishment and maintenance thereof;
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the
Custodian Contract as follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain a
segregated account (the "Letter of Credit Custody Account") for and in behalf of
the Fund as contemplated by Section 2.13(iv) for the purpose of collateralizing
the Fund's obligations under this Amendment to the Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall
hold in the Letter of Credit Custody Account cash, U.S. government securities
and other high-grade debt securities owned by the Fund acceptable to the
Custodian (collectively "Collateral Securities") equal to 125% of the face
amount to the amount which the Company may draw under the Letter of Credit. Upon
receipt of such Collateral Securities in the Letter of Credit Custody Account,
the Custodian shall issue the Letter of Credit to the Company.
4. The fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit Custody Account
(the "Collateral") to secure the performance of the Fund's obligations to the
Custodian with respect to the Letter of Credit, including, without limitation,
under Section 5-114(3) of the Uniform Commercial Code. The Fund shall register
the pledge of Collateral and execute and deliver to the Custodian such powers
and instruments of
<PAGE>
assignment as may be requested by the Custodian to evidence and perfect the
limited interest in the Collateral granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account
may be substituted or exchanged (including substitutions or exchanges which
increase or decrease the aggregate value of the Collateral) only pursuant to
Proper Instructions from the Fund after the Fund notifies the Custodian of the
contemplated substitution or exchange and the Custodian agrees that such
substitution or exchange is acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, after notice to the company, the Custodian may
withdraw from the Letter of Credit Custody Account Collateral Securities in an
amount equal in value to the amount actually so paid. The Custodian shall have
with respect to the Collateral so withdrawn all of the rights of a secured
creditor under the Uniform Commercial Code as adopted in the Commonwealth of
Massachusetts at the time of such withdrawal and all other rights granted or
permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian receives Proper
Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become
payable to it under the Letter of Credit and the withdrawal of all Collateral
Securities with respect thereto by the Custodian pursuant to Section 6 hereof,
or upon the termination of the Letter of Credit by the Fund with the written
consent of the Company, the Custodian shall transfer any Collateral Securities
then remaining in the Letter of Credit Custody Account to another fund custody
account.
<PAGE>
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment to Custodian
Contract. The Collateral shall at all times until withdrawn pursuant to Section
6 hereof remain the property of the Fund, subject only to the extent of the
interest granted herein to the Custodian.
10. Notwithstanding any other termination of the Custodian Contract,
the Custodian Contract shall remain in full force and effect with respect to the
Letter of Credit Custody Account until transfer of all Collateral Securities
pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in connection with the
Letter of Credit Custody Account as agreed upon from time to time between the
Fund and the Custodian.
12. The Custodian Contract as amended hereby, shall be governed by, and
construed and interpreted under, the laws of the Commonwealth of Massachusetts.
13. The parties agree to execute and deliver all such further documents
and instruments and to take such further action as may be required to carry out
the purposes of the Custodian Contract, as amended hereby.
14. Except as provided in this Amendment to Custody Contract, the
Custodian Contract shall remain in full force and effect, without amendment or
modification, and all applicable provisions of the Custodian Contract, as
amended hereby, including, without limitation, Section 8 thereof, shall govern
the Letter of Credit Custody Account and the rights and obligations of the Fund
and the Custodian under this Amendment to Custodian Contract. No provision of
this Amendment to Custodian
<PAGE>
Contract shall be deemed to constitute a waiver of any rights of the Custodian
under the Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 24th day of May,
1988.
ATTEST:
By: ILLEGIBLE By: W. THOMAS LONDON
(Illegible) W. Thomas London, Treasurer
ATTEST: STATE STREET BANK & TRUST COMPANY
By: ILLEGIBLE By: ILLEGIBLE
(Illegible), Assistant Secretary (Illegible), Vice President
<PAGE>
EXHIBIT NO. 99.8(c)
AMENDMENT TO CUSTODIAN AGREEMENT
Delegation of Certain Custodian Duties to MFS
The Custodian may delegate to Massachusetts Financial Services Company
("MFS") the performance of any or all of its duties hereunder relating to (i)
accounting for investments in currency and for financial instruments (including,
without limitation, options contracts, futures contracts, options on futures
contracts, options on foreign currency and forward foreign currency exchange
contracts) and (ii) federal and state regulatory compliance. The Custodian shall
compensate MFS for the performance of such duties at such fee or fees as MFS
shall determine to be equal to MFS's cost for performing such duties (the "MFS
Fees"). Following its payment of the MFS Fees to MFS, the Custodian shall
recover the amount of the MFS Fees from the Trust on such terms as the Custodian
and the Trust shall agree. MFS assumes responsibility for all duties delegated
to it by the Custodian pursuant to this Section 14, and the Custodian may rely
on MFS for the accuracy and correctness of the accounting information provided
by MFS to the Custodian pursuant to this Section 14.
<PAGE>
EXHIBIT NO. 99.8(d)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made as of this 1st day of October, 1989 by and between State
Street Bank and Trust Company (the "Custodian") and Massachusetts Investors
Growth Stock Fund (the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated May 24, 1988 (the "Custodian Contract") which governs the terms
and conditions under which the Custodian maintains custody of the securities and
other assets of the Trust;
WHEREAS, the Custodian may delegate to Massachusetts Financial Services
Company ("MFS") the performance of certain duties the Custodian would otherwise
be obligated to perform pursuant to the Custodian Agreement;
WHEREAS, the Trust agrees to any such delegation of certain Custodian
duties;
NOW THEREFORE, the Custodian and the Trust hereby amend the terms of
the Custodian Contract and mutually agree to the following:
1) Add new Section 14 which shall read as follows:
14) Delegation of Certain Custodian Duties to MFS.
The Custodian may delegate to MFS the performance of any or all of
its duties hereunder relating to (i) accounting for investments in currency and
for financial instruments (including, without limitation, options, contracts,
futures contracts, options on futures contracts, options on foreign currency and
forward foreign currency exchange contracts and (ii) federal and state
regulatory compliance. The Custodian shall compensate MFS for the performance of
such duties at such fee or fees as MFS shall determine to be equal to MFS's cost
for performing such duties (the "MFS Fees"). Following its payment of the MFS
Fees to MFS, the Custodian shall recover the amount of the MFS Fees and from the
Trust on such terms as the Custodian and the Trust shall agree. MFS assumes
responsibility for all duties delegated to it by the Custodian pursuant to this
Section 14, and the Custodian may rely on MFS for the accuracy and correctness
of the accounting information provided by MFS to the Custodian pursuant to this
Section 14.
IN WITNESS WHEREOF, each of the parties hereto have caused this
instrument to be executed in its name and on its behalf by a duly authorized
representative as of the aforementioned day and year.
ATTEST MASSACHUSETTS INVESTORS GROWTH STOCK FUND
LINDA J. HOARD By: A. KEITH BRODKIN
Linda J. Hoard A. Keith Brodkin
ATTEST STATE STREET BANK & TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible) Assistant Secretary (Illegible) Vice President
<PAGE>
EXHIBIT NO. 99.8(e)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between STATE STREET BANK AND TRUST COMPANY (the
"Custodian") and MASSACHUSETTS INVESTORS GROWTH STOCK FUND (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated May 24, 1988 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the Securities and other assets
of the Fund; and
WHEREAS, the Fund desires to amend the Custodian Contract to provide
for the maintenance of its foreign securities, and cash incidental to
transactions in such securities, in the custody of The Chase Manhattan Bank N.A.
("Chase") and the banking institutions and foreign securities depositories it
employs for such purposes;
NOW, THEREFORE, in consideration of the mutual agreements contained in
the Custodian Contract and herein, the Custodian and the Fund hereby amend the
Custodian Contract and agree to the following terms and conditions and to amend
the Custodian Contract as follows:
1. The Fund hereby authorizes and instructs the Custodian to employ
Chase as sub-custodian for the Fund's foreign securities, and cash incidental to
transactions in such securities, on the terms and conditions set forth in the
Sub-Custody Contract between the Custodian and Chase which is attached hereto as
Exhibit "A" (the "Sub-Custody Contract").
<PAGE>
2. The Custodian hereby agrees to enter into the Sub-Custody Contract
and to provide such services to the Fund and in accordance with such contract as
necessary for foreign custody services to be provided pursuant thereto.
3. The Custodian agrees that for any contract that it enters into with
a Subcustodian, such contract shall contain a Standard of Care no less than that
which is contained in the Custodian Agreement. At the election of the Fund, the
Fund shall be entitled to be subrogated to the rights of the Custodian under the
Sub-Custody Contract with respect to any claims arising thereunder against Chase
or any other banking institution or securities depository employed by Chase if
and to the extent that the Fund has not been made whole therefore.
4. As between the Custodian and the Fund, the Fund shall be solely
responsible to assure that the maintenance of foreign securities and cash
pursuant to the terms of the Sub-Custody Contract complies with all applicable
rules, regulations, interpretations and orders of the Securities and Exchange
Commission, and the Custodian assumes no responsibility and makes no
representations as to such compliance.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative as of
the 28th day of December, 1990.
ATTEST: MASSACHUSETTS INVESTORS GROWTH STOCK FUND
LINDA J. HOARD By: A. KEITH BRODKIN
Linda J. Hoard, Assistant Secretary A. Keith Brodkin, President
ATTEST: STATE STREET BANK AND TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible) Assistant Secretary (Illegible) Vice President
<PAGE>
EXHIBIT NO. 99.8(f)
AMENDMENT
The Custodian Contract dated May 24, 1988 between MASSACHUSETTS
INVESTORS GROWTH STOCK FUND (referred to herein as the "Trust") and State Street
Bank and Trust Company (the "Custodian") is hereby amended as follows:
I. Section 2.1 is amended to read as follows:
"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 pursuant to
Section 2.12 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 pursuant to Section 2.11A.
II. Section 2.2 is amended to read, in relevant part as follows:
"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) . . . .
<PAGE>
.
.
.
15) . . . ."
III. Section 2.8(1) is amended to read in relevant part as follows:
"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 referred to in Section 2.3 hereof or in proper form for transfer;
(b) in the case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12 hereof or (c) in the
case of a purchase involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11A; 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)
<PAGE>
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 from the Trust as defined in Section 2.17;"
IV. Following Section 2.11 there is inserted a new Section 2.11.A to
read as follows:
2.11.A "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 ("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.
<PAGE>
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."
V. Section 9 is hereby amended to read as follows:
"Effective Period, Termination and Amendment This Contract shall
become effective as of its execution, 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; provided, however that the Custodian shall not act
under Section 2.12 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the
<PAGE>
Board of Trustees of the Trust has approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Secretary or
an Assistant Secretary that the Board of Trustees has reviewed the use by the
Trust of such Securities System, as required in each case by Rule 17f-4 under
the Investment Company Act of 1940, as amended and that the Custodian shall not
act under Section 2.11A hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper System and the receipt
of an annual certificate of the Secretary or an Assistant Secretary that the
Board of Trustees has reviewed the use by the Trust of the Direct Paper System;
provided further, however, that the Trust shall not amend or terminate this
Contract in contravention of any applicable federal or state regulations, or any
provision of the Declaration of Trust, and further provided, that the Trust may
at any time by action of its Board of Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, 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."
Except as otherwise expressly amended and modified herein, the
provisions of the Custodian Contract 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 17th day of
September, 1991.
<PAGE>
ATTEST: MASSACHUSETTS INVESTORS GROWTH STOCK FUND
LINDA J. HOARD By: W. THOMAS LONDON
Linda J. Hoard, Assistant Secretary W. Thomas London, Treasurer
ATTEST: STATE STREET BANK AND TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible) Assistant Secretary (Illegible) Vice President
<PAGE>
EXHIBIT NO. 99.9(a)
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
200 Berkeley Street
Boston, Massachusetts 02116
Date: August 1, 1985
Massachusetts Financial Service Center, Inc.
200 Berkeley Street
Boston, Massachusetts 02116
Shareholder Servicing Agent Agreement
Dear Sirs:
Massachusetts Investors Growth Stock Fund (the "Fund") is an open-end
registered investment company. The Fund has selected you to act as the
Shareholder Servicing Agent and you hereby agree to act as such Agent and
perform the duties and functions thereof in the manner and on the conditions
hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:
1. The Facility. You represent that you have the necessary computer
equipment, software and other office equipment ("Facility") adequate to perform
the services contemplated hereby as well as for other investment companies (such
investment companies, together with the Fund, are herein collectively referred
to as the "MFS Funds") for which Massachusetts Financial Services Company
("MFS") acts as investment adviser. The Facility is presently located at 50 Milk
Street, Boston, Massachusetts, and is to be dedicated solely to the performance
of services for the MFS Funds, provided that the Facility may be utilized to
perform services for others with the prior written permission of the MFS Funds.
2. Name. Unless otherwise directed in writing by MFS, you shall
perform the services contemplated hereby under the name "Massachusetts Financial
Service Center, Inc.", which name, any similar names and any logos of which
shall remain the property and under the control of MFS. Upon termination of this
Agreement, you shall cease to use such name or any similar name within a
reasonable period of time.
3. Services to be Performed. As Shareholder Servicing Agent ("Agent"),
you shall be responsible for administering and performing transfer and dividend
and distribution disbursing and plan agent functions in connection with the
issuance, transfer and redemption of the shares of beneficial interest
("Shares"). The details of the operating standards and procedures to be followed
by you shall be determined from time to time by agreement between you and the
Fund.
4. Standard of Service. As Agent for the Fund, you agree to provide
service equal to or better than that provided by you or others furnishing
shareholder services to other open-end investment companies ("Standard") at a
fee comparable to the fee paid you for your services hereunder. The Standard
shall include at least the following:
(a) Prompt reconciliation of any differences as to the number of
outstanding shares between various Facility records or between Facility records
and records of an MFS Fund's Custodian;
(b) Prompt processing of shareholder correspondence and of other
matters requiring action by you;
<PAGE>
(c) Prompt clearance of any daily volume backlog;
(d) Providing innovative services and technological improvements;
(e) Meeting the requirements of any governmental authority having
jurisdiction over you or the Fund; and
(f) Prompt reconciliation of all bank accounts under your control
belonging to the Fund or MFS.
If any MFS Fund serviced by you is reasonably of the view that the
service provided by you does not meet the Standard, it shall give you written
notice specifying the particulars, and you then shall have 120 days in which to
restore the service so that it meets the Standard, except that such period shall
be 180 days with respect to meeting that portion of the Standard described above
in item (d) of this paragraph 4. If at the end of such period the Fund remains
reasonably of the view that the service provided by you, in the particulars
specified, does not meet the Standard, then the MFS Fund or Funds having a
majority of the accounts for which you are then Agent may, by appropriate action
(including the concurrence of a majority of the Trustees or Directors, as the
case may be, of such MFS Fund or Funds who are not interested persons of MFS),
elect to terminate this Agreement for cause as to all such Funds upon 90 days
notice to you. Upon termination hereof, the Fund shall pay you such compensation
as may be due to you as of the date of such termination, and shall likewise
reimburse you for any costs, expenses, and disbursements reasonably incurred by
you to such date in the performance of your duties hereunder.
5. Purchase of Facility. In the event that notice of termination of
this Agreement has been given pursuant to the provisions of paragraph 14 hereof,
for cause as defined in paragraph 4 hereof, the MFS Funds have the right, but
shall not be required (a) to purchase the Facility and assume the unexpired
portion of any leases of equipment or real estate relating to the Facility from
you at a price equal to your unrecovered acquisition value (as supported by the
schedules and records used in determining monthly billings) of the machinery,
equipment, software, furniture, fixtures and leasehold improvements included in
the Facility, and (b) to negotiate with persons then employed by you in the
operation of the Facility and to hire all of them in connection with the
purchase of the Facility from you by the MFS Funds. You agree to release each
such employee from any contractual obligations such person may have to you that
may interfere with such person's being hired at such time by the MFS Funds and
agree not to interfere with the negotiation and hiring of any such persons at
such time. In the event that the MFS Funds have given notice of termination of
this Agreement pursuant to the provisions of paragraph 14 hereof for reasons
other than cause as defined in paragraph 4 hereof, the MFS Funds shall purchase
the Facility under the terms and conditions set forth in subsections (a) and (b)
of this paragraph 5.
You shall effect the transfer of the Facility pursuant to this
paragraph 5 upon the termination date specified in the notice, or at such other
time as shall be agreed upon by the parties hereto.
6. Rights in Data and Confidentiality. You agree that all records,
data, files, input materials, reports, forms and other data received, computed
or stored in the performance of this Agreement are the exclusive property of the
Fund and that all such records and other data shall be furnished without
additional charge, except for actual processing costs, to the Fund in machine
readable as well as printed form immediately upon termination of this Agreement
or at the Fund's request. You shall safeguard and maintain the confidentiality
of the Fund's data and information supplied to you by the Fund and you shall not
transfer or disclose the Fund's data to any third party without the Fund's prior
written consent unless compelled to do so by order of a court or regulatory
authority.
7. Fees. The fee per Fund shareholder account for your shareholder
services hereunder shall not be in excess of such amount as shall be agreed in
writing between us. Such fee shall be
<PAGE>
payable in monthly installments of one-twelfth of the annual fee. Such fee shall
be subject to review at least annually and fixed by the parties in good faith
negotiation on the basis of a statement of the expenses of the Facility prepared
by you, which either you or the Fund may require to be certified by a major
accounting firm acceptable to the parties. The party or parties requesting such
certification shall bear all expenses thereof. In addition to the foregoing fee,
you will be reimbursed by the Fund for out-of-pocket expenses reasonably
incurred by you on behalf of the Fund, including but not limited to expenses for
stationery (including business forms and checks), postage, telephone and
telegraph line and toll charges, and premiums for negotiable instrument
insurance and similar items.
8. Record Keeping. You will maintain records in a form acceptable to
the Fund and in compliance with the rules and regulation of the Securities and
Exchange Commission, including, but not limited to, records required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder, which at all times will be the property of the Fund and will be
available for inspection and use by the Fund.
9. Duty of Care and Indemnification. You will at all times act in good
faith in performing your duties hereunder. You will not be liable or responsible
for delays or errors by reason of circumstances beyond your control, including
acts of civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown beyond your control, flood or catastrophe, acts of
God, insurrection, war, riots or failure beyond your control of transportation,
communication or power supply. The Fund will indemnify you against and hold you
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from your bad faith or negligence, and
arising out of, or in connection with, your duties on behalf of the Fund
hereunder. In addition, the Fund will indemnify you against and hold you
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit as a result of your acting in accordance with any
instructions reasonably believed by you to have been executed or orally
communicated by any person duly authorized by the Fund or its Principal
Underwriter, or as a result of acting in accordance with written or oral advice
reasonably believed by you to have been given by counsel for the Fund, or as a
result of acting in accordance with any instrument or share certificate
reasonably believed by you to have been genuine and signed, countersigned or
executed by any person or persons authorized to sign, countersign or execute the
same (unless contributed to by your gross negligence or bad faith). In any case
in which the Fund may be asked to indemnify you or hold you harmless, the Fund
shall be advised of all pertinent facts concerning the situation in question and
you will use reasonable care to identify and notify the Fund promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against the Fund. The Fund shall have the option to defend you
against any claim which may be the subject of this indemnification, and in the
event that the Fund so elects such defense shall be conducted by counsel chosen
by the Fund and satisfactory to you and it will so notify you, and thereupon the
Fund shall take over complete defense of the claim and you shall sustain no
further legal or other expenses in such situation for which you seek
indemnification under this paragraph, except the expense of any additional
counsel retained by you. You will in no case confess any claim or make any
compromise in any case in which the Fund will be asked to indemnify you except
with the Fund's prior written consent. The obligations of the parties hereto
under this paragraph shall survive the termination of this Agreement.
If any officer of the Fund shall no longer be vested with authority to
sign for the Fund, written notice thereof shall forthwith be given to you by the
Fund and until receipt of such notice by it, you shall be fully indemnified and
held harmless by the Fund in recognizing and acting upon certificates or other
instruments bearing the signatures or facsimile signatures of such officer.
10. Insurance. You will notify the Fund should any of your insurance
coverage, as set forth on Exhibit A hereto, be changed for any reason, such
notification to include the date of change and reason or reasons therefor.
<PAGE>
11. Notices. All notices or other communications hereunder shall be in
writing and shall be deemed sufficient if mailed to either party at the
addresses set forth in this Agreement, or at such other addresses as the parties
hereto may designate by notice to each other.
12. Further Assurances. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
13. Use of a Sub- or Co-Transfer Agent. Notwithstanding any other
provision of this Agreement, it is expressly understood and agreed that you are
authorized in the performance of your duties hereunder to employ, from time to
time, one or more Sub-Transfer Agents and/or Co-Transfer Agents.
14. Termination. Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing, which, except in the case of termination, shall be signed by the party
against which enforcement of such change waiver or discharge is sought. Except
as otherwise provided in paragraph 4 hereof, this Agreement shall continue
indefinitely until terminated by 90 days' written notice given by the Fund to
you or by you to the Fund, provided that the Fund may terminate this Agreement
upon 15 days' written notice of termination and election of the right to
purchase the Facility pursuant to the provisions of paragraph 5 hereof. Upon
termination hereof, the Fund shall pay you such compensation as may be due to
you as of the date of such termination, and shall likewise reimburse you for any
costs, expenses, and disbursements reasonably incurred by you to such date in
the performance of your duties hereunder. You agree to cooperate with the Fund
and provide all necessary assistance in effectuating an orderly transition upon
termination of this Agreement.
15. Successor. In the event that in connection with termination a
successor to any of your duties or responsibilities hereunder is designated by
the Fund by written notice to you, you will, promptly upon such termination and
at the expense of the Fund, transfer to such successor a certified list of the
shareholders of the Fund (with name, address and tax identification or Social
Security number) an historical record of the account of each shareholder and the
status thereof, and all other relevant books, records, correspondence, and other
data established or maintained by you under this Agreement in form reasonably
acceptable to the Fund (if such form differs from the form in which you have
maintained the same, the Fund shall pay any expenses associated with
transferring the same to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from your
cognizant personnel in the establishment of books, records and other data by
such successor.
16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument. This
Agreement has
<PAGE>
been executed on behalf of the Fund by the undersigned not individually, but in
the capacity indicated, and the obligations of this Agreement are not binding
upon any of the Trustees or shareholders of the Fund individually, but bind only
the trust estate.
Very truly yours,
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
By: RICHARD B. BAILEY
Title: Richard B. Bailey, Chairman
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: H. ALDEN JOHNSON, JR.
Title: H. Alden Johnson, Jr., President
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL SERVICE
CENTER, INC.
By: BRUCE C. AVERY
Title: Bruce C. Avery, President
<PAGE>
EXHIBIT NO. 99.9(b)
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
500 Boylston Street o Boston o Massachusetts o 02116
(617) o 954-5000
September 7, 1993
MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116
Dear Sir/Madam:
This will confirm our understanding that Exhibit B to the Shareholder
Servicing Agent Agreement between us, dated August 1, 1985, as modified by a
letter agreement dated December 31, 1992, is hereby amended, effective
immediately, to read in its entirety as set forth on Attachment 1 hereto.
Please indicate your acceptance of the foregoing by signing below.
Sincerely,
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
By: W. THOMAS LONDON
W. Thomas London
Treasurer
Accepted and Agreed:
MFS SERVICE CENTER, INC.
By: JAMES E. RUSSELL
James E. Russell
Treasurer
<PAGE>
ATTACHMENT 1
September 7, 1993
EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MASSACHUSETTS INVESTORS GROWTH STOCK FUND (the "Fund")
1. The fees to be paid by the Fund on behalf of its series with respect to
Class A shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.15% of the first $500 million of the assets of the series
attributable to such class; 0.12% of the second $500 million of the
assets of the series attributable to such class; 0.09% over $1 billion
of the assets of the series attributable to such class.
2. The fees to be paid by the Fund on behalf of its series with respect to
Class B shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.22% of the first $500 million of the assets of the series
attributable to such class; 0.18% of the second $500 million of the
assets of the series attributable to such class; 0.13% over $1 billion
of the assets of the series attributable to such class.
<PAGE>
EXHIBIT 9(c)
FORM OF
[MFS FUND NAME]
500 BOYLSTON STREET - BOSTON - MASSACHUSETTS 02116
[Date]
MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116
Dear Sir/Madam:
This will confirm our understanding that Exhibit B to the Shareholder
Servicing Agent Agreement between us, dated [date], as amended, is hereby
amended, effective immediately, to read in its entirety as set forth on
Attachment 1 hereto.
Please indicate your acceptance of the foregoing by signing below.
Sincerely,
[MFS FUND NAME]
By: W. THOMAS LONDON
W. Thomas London
Treasurer
Accepted and Agreed:
MFS SERVICE CENTER, INC.
By: JAMES E. RUSSELL
James E. Russell
Treasurer
<PAGE>
ATTACHMENT 1
[DATE]
EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MFS [Fund Name] (the "Fund")
1. The fees to be paid by the Fund on behalf of its series with respect to
Class A shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.15% of the first $500 million of the assets of the series
attributable to such class; 0.12% of the second $500 million of the
assets of the series attributable to such class; 0.09% over $1 billion
of the assets of the series attributable to such class.
2. The fees to be paid by the Fund on behalf of its series with respect to
Class B shares of each series of the Fund to MFSC, for MFSC's services
as shareholder servicing agent, shall be:
0.22% of the first $500 million of the assets of the series
attributable to such class; 0.18% of the second $500 million of the
assets of the series attributable to such class; 0.13% over $1 billion
of the assets of the series attributable to such class.
3. The fees to be paid by the Fund on behalf of its series with respect to
Class C shares of each series of the Fund to MFS, for MFSC's services
as shareholder servicing agent, shall be:
[_____]% of the first $500 million of the assets of the series
attributable to such class;
[_____]% of the second $500 million of the assets of the series
attributable to such class;
[_____]% over $1 billion of the assets of the series attributable to
such class.
<PAGE>
EXHIBIT NO. 99.15(c)
FORM OF
[ - NAME OF TRUST - ]
[ - NAME OF FUND - ]
PLAN OF DISTRIBUTION
PLAN OF DISTRIBUTION with respect to the shares of beneficial interest
to be designated "Class C" of [NAME OF FUND] (the "Fund"), a series of [NAME OF
TRUST] (the "Trust") a Massachusetts business trust, dated
_____________________________, 1993.
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered under the Investment Company Act of 1940,
as amended (collectively with the rules and regulations promulgated thereunder,
the "1940 Act"); and
WHEREAS, the Trust intends to distribute the shares of beneficial
interest (without par value) of the Fund designated Class C Shares (the
"Shares") in accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Distribution Plan (the "Plan") as a plan of distribution
pursuant to such Rule; and
WHEREAS, the Trust desires for MFS Fund Distributors, Inc., a Delaware
corporation ("FSI"), to provide certain distribution services for the Fund (the
"Distributor"); and
WHEREAS, the Trust has entered into a distribution agreement (the
"Distribution Agreement") (in a form approved by the Board of Trustees of the
Trust in a manner specified in such Rule 12b-1) with the Distributor, whereby
the Distributor will provide facilities and personnel and render services to the
Fund in connection with the offering and distribution of the Shares (the
"Distribution Agreement"); and
WHEREAS, the Trust recognizes and agrees that (a) the Distributor may
retain the services of firms or individuals to act as dealers (the "Dealers") of
the Shares in connection with the offering of Shares, and (b) the Distributor
may make payments for such services to the Dealers out of the fee paid to the
Distributor hereunder, any deferred sales charges imposed by the Distributor in
connection with the repurchase of Shares, its profits or any other source
available to it; and
WHEREAS, the Trust recognizes and agrees that the Distributor may (but
is not required to) impose certain deferred sales charges in connection with the
repurchase of Shares by the Fund, and the Distributor may retain (or receive
from the Fund, as the case may be) all such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Fund should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Fund and its Class C
shareholders;
<PAGE>
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Plan for the Fund as a plan for distribution relating to the Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the offering and
sale of Shares. Among other things, the Distributor shall be responsible for any
commissions payable to Dealers (including any ongoing maintenance commissions),
all expenses of printing (excluding typesetting) and distributing prospectuses
to prospective shareholders and providing such other related services as are
reasonably necessary in connection therewith.
2. The Distributor shall bear all distribution-related expenses to the
extent specified in the Distribution Agreement in providing the services
described in paragraph 1, including without limitation, the compensation of
personnel necessary to provide such services and all costs of travel, office
expenses (including rent and overhead), equipment, printing, delivery and
mailing costs.
3. It is understood that the Distributor may (but is not required to)
impose certain deferred sales charges in connection with the repurchase of
Shares by the Fund and the Distributor may retain (or receive from the Fund, as
the case may be) all such deferred sales charges. As additional consideration
for all services performed and expenses incurred in the performance of its
obligations under the Distribution Agreement, the Fund shall pay the Distributor
a distribution fee periodically at a rate not to exceed 0.75% per annum of the
Fund's average daily net assets attributable to the Shares.
4. As partial consideration for the personal services and/or account
maintenance services performed by each Dealer in the performance of its
obligations under its dealer agreement with the Distributor, the Fund shall pay
each Dealer a service fee periodically at a rate not to exceed 0.25% per annum
of the portion of the average daily net assets of the Fund that is represented
by Shares that are owned by investors for whom such Dealer is the holder or
dealer of record. That portion of the Fund's average daily net assets on which
the fees payable under this paragraph 4 hereof are calculated may be subject to
certain minimum amount requirements as may be determined, and additional or
different dealer qualification standards that may be established from time to
time by the Distributor. The Distributor shall be entitled to be paid any fees
payable under this paragraph 4 hereof with respect to Shares for which no Dealer
of record exists or qualification standards have not been met as partial
consideration for personal services and/or account maintenance services provided
by the Distributor to the Shares. The service fee payable pursuant to this
paragraph 4 may from time to time be paid by the Fund to the Distributor and the
Distributor will then pay these fees to dealers on behalf of the Fund or retain
them in accordance with this paragraph.
5. The Fund understands that agreements between the Distributor and
the Dealers may provide for payment of commissions to Dealers in connection with
the sales of Shares and may provide for a portion (which may be all or
substantially all) of the fees payable by the Fund to the Distributor under the
Distribution Agreement to be paid by the Distributor to the Dealers in
consideration of the Dealer's services as a dealer of the Shares. Except as
described in paragraph 4, nothing in this Plan shall be construed as requiring
the Fund to make any payment to any Dealer or to have any obligations to any
Dealer in connection with services as a dealer of the Shares. The Distributor
shall agree and undertake that any agreement entered into between the
Distributor and any Dealer shall provide that, except as provided in paragraph
4, such Dealer shall look solely to the Distributor for compensation for its
services thereunder and that in no event shall such Dealer seek any payment from
the Fund.
<PAGE>
6. The Fund shall pay all fees and expenses of any independent
auditor, legal counsel, investment adviser, administrator, transfer agent,
custodian, shareholder servicing agent, registrar or dividend disbursing agent
of the Fund; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing, printing and mailing prospectuses,
shareholder reports, notices, proxy statements and reports to governmental
officers and commissions and to shareholders of the Fund, except that the
Distributor shall be responsible for the distribution-related expenses as
provided in paragraphs 1 and 2 hereof.
7. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Fund.
8. This Plan shall become effective upon (a) approval by a vote of at
least a "majority of the outstanding voting securities" of Class C, and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes to be cast in person
at a meeting called for the purpose of voting on this Plan.
9. This Plan shall continue in effect indefinitely; provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire 12 months after
the effective date of the last approval.
10. This Plan may be amended at any time by the Board of Trustees;
provided that this Plan may not be amended to increase materially the amount of
permitted expenses hereunder without the approval of holders of a "majority of
the outstanding voting securities" of Class C and may not be materially amended
in any case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Plan may be terminated at any time by a vote of a majority of the
Qualified Trustees or by a vote of the holders of a "majority of the outstanding
voting securities" of Class C.
11. The Fund and the Distributor shall provide the Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Plan and the purposes for which such
expenditures were made.
12. While this Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
13. For the purposes of this Plan, the terms "interested persons",
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act. In addition, for purposes
of determining the fees payable to the Distributor hereunder, the value of the
Fund's net assets shall be computed in the manner specified in the Fund's
then-current prospectus and statement of additional information for computation
of the net asset value of the Shares of the Fund.
14. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 11 hereof (collectively,
the "Records") for a period of six years from the end of the fiscal year in
which such Record was made and each such record shall be kept in an easily
accessible place for the first two years of said record-keeping.
15. This Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
<PAGE>
16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
