<PAGE>
As filed with the Securities and Exchange Commission on October 13, 1995
1933 Act File No. 2-11401
1940 Act File No. 811-203
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 69
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 20
MASSACHUSETTS INVESTORS TRUST
(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 Co.,
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
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS INCLUDED IN PART A:
For the ten years ended December 31, 1994:
Financial Highlights*
FINANCIAL STATEMENTS INCLUDED IN PART B:
At December 31, 1994:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended December 31, 1994:
Statement of Changes in Net Assets*
For the year ended December 31, 1994:
Statement of Operations*
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* Incorporated herein by reference to the Trust's Annual Report to shareholders
dated December 31, 1994, filed via EDGAR with the SEC on March 6, 1995.
(B) EXHIBITS
1 Amendment to the Declaration of Trust, dated September
29, 1994. (3)
2 Not Applicable.
3 Not Applicable.
4 Form of Share Certificate for Class A and Class B
Shares. (4)
5 Investment Advisory Agreement, dated May 20, 1982;
filed herewith.
6 (a) Distribution Agreement dated January 1, 1995. (3)
(b) Dealer Agreement between MFS Fund Distributors, Inc.
("MFD") and a dealer, dated December 28, 1994 and Form
of Mutual Fund Agreement between MFS Financial
Services, Inc. and a bank or NASD affiliate, dated
December 28, 1994. (1)
<PAGE>
7 Retirement Plan for Non-Interested Person Trustees,
dated January 1, 1991; filed herewith.
8 (a) Custodian Agreement, dated December 6, 1934; filed
herewith.
(b) Amendment to Custodian Agreement, dated February 22,
1978; filed herewith.
(c) Amendment to Custodian Agreement, dated February 29,
1988; filed herewith.
(d) Amendment to Custodian Agreement, dated October 1,
1989; filed herewith.
(e) Amendment to Custodian Agreement, dated October 21,
1993; filed herewith.
(f) Amendment to Custodian Agreement, dated December 15,
1993. (3)
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.
(d) Exchange Privilege Agreement, dated September 1, 1993.
(4)
(e) Dividend Disbursing Agency Agreement, dated February 1,
1986. (4)
(f) Loan Agreement Among MFS Borrowers and the First
National Bank of Boston, as of February 21, 1995. (2)
10 Consent and Opinion of Counsel for the fiscal year
ended December 31, 1994 filed with the Rule 24e-2
Notice on April 28, 1995. (3)
11 Consent of Deloitte & Touche. (3)
12 Not Applicable.
<PAGE>
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 and Restated Distribution Plan for Class A
Shares, dated December 21, 1994. (3)
(b) Distribution Plan for Class B Shares, dated December
21, 1994. (3)
16 Schedule for Computation of Performance Quotations -
Average Annual Total Rate of Return, Aggregate Total
Rate of Return and Standardized Yield. (1)
17 Financial Data Schedule for each class of shares. (3)
18 Not Applicable.
Power of Attorney, dated September 21, 1994. (3)
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(1) 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.
(2) 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.
(3) Incorporated by reference to Post-Effective Amendment No. 68 to the Trust's
Registration Statement on Form N-1A, filed with the SEC via EDGAR on April
28, 1995.
(4) 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.
(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.
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ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Class A Shares of Beneficial Interest 96,692
($0.33 1/3 par value) (as of August 31, 1995)
Class B Shares of Beneficial Interest 14,696
($0.33 1/3 par value) (as of August 31, 1995)
ITEM 27. INDEMNIFICATION
Reference is hereby made to (a) Section VI of the Trust's Declaration of
Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 68, filed with the SEC on April 28, 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 distributor 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.
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 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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)
<PAGE>
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 office of the Registrant and the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Fund Distributors, Inc. 500 Boylston Street
(distributor) 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
(a) Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) The registrant undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
Shareholders upon request and without a charge.
<PAGE>
(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 29th day of September, 1995.
MASSACHUSETTS INVESTORS
TRUST
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 September 29, 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. 68 filed with the Securities and
Exchange Commission on April 28, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5 Investment Advisory Agreement, dated May 20, 1982.
7 Retirement Plan for Non-Interested Person Trustees, dated
January 1, 1991.
8 (a) Custodian Agreement, dated December 6, 1934.
(b) Amendment to Custodian Agreement, dated February 22, 1978.
(c) Amendment to Custodian Agreement, dated February 29, 1988.
(d) Amendment to Custodian Agreement, dated October 1, 1989.
(e) Amendment to Custodian Agreement, dated October 21, 1993.
9 (a) Shareholder Servicing Agent Agreement, dated August 1,
1985.
(b) Amendment to Shareholder Servicing Agent Agreement dated
September 7, 1993.
<PAGE>
EXHIBIT NO. 99.5
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 20th day of May, 1982, by and between Massachusetts
Investors Trust, a voluntary association having transferable shares, organized
and existing under the laws of the Commonwealth of Massachusetts (the "Trust"),
and Massachusetts Financial Services Company, a Delaware corporation (the
"Adviser"):
WITNESSETH:
WHEREAS, the Trust 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
Trust 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 Trust 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 Trust 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 Trust shall
be held uninvested, subject always to the restrictions of its Indenture of Trust
dated March 21, 1924, as amended from time to time, 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 Trust's portfolio securities shall be
exercised. Should the Trustees at any time, however, make any definite
determination as to 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 Trust, 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 Trust's account with brokers or dealers selected by
it, and to that end the Adviser is authorized as the agent of the Trust to give
instructions to the Custodian of the Trust as to deliveries of securities and
payments of cash for the account of the Trust. In connection with the selection
of such brokers or dealers and the placing of such orders, the Adviser is
directed to seek for the Trust execution at the most favorable price by
responsible brokerage firms at reasonably competitive commission rates. In
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 Trust 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 Trust and to other clients of the Adviser as to which the Adviser exercises
investment discretion.
<PAGE>
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 Trust. The Adviser
shall arrange, if desired by the Trust, for officers and employees of the
Adviser to serve as Trustees, officers or agents of the Trust 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 Trust 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 Trust, fees
and expenses of independent auditors, of legal counsel and of any transfer
agent, registrar and dividend disbursing agent of the Trust, expenses of
repurchasing and redeeming shares, expenses of preparing, printing and mailing
stock 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
Trust, including safekeeping of funds and securities, keeping of books and
accounts and calculation of the net asset value of shares of the Trust, expenses
of solicitation of shareholders assents, and expenses relating to the issuance,
registration and qualification of shares of the Trust.
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 Trust
shall pay to the Adviser a fee computed and paid monthly at the annual rate of
.3% of the Trust's average daily net assets and 6.67% of the Trust's gross
income for the Trust's current fiscal year, provided that such computation shall
commence on the effective date of this Agreement and shall be based on the
average daily net assets and gross income of the Trust on and after such date;
and further provided that:
(a) The annual rate applicable to average daily net assets in
excess of $200 million but not more than $500 million shall be
.24%, and the annual rate applicable to average daily net assets
in excess of $500 million shall be .12%;
(b) The annual rate applicable to gross income in excess of $6
million but not more than $15 million shall be 5.33% and the
annual rate applicable to gross income in excess of $15 million
shall be 2.67%; and
<PAGE>
(c) The annual fee shall further be reduced by 76%* of
the fair value of the use for one year of the office
furniture, furnishings and equipment beneficially owned by the
Trust and Massachusetts Investors Growth Stock Fund, Inc. (the
"Fund") and used by the Adviser in the conduct of its affairs.
Such reduction shall be computed monthly on the basis of 1/12 of
76% of such fair value and be deducted from the monthly payments
of the fee provided for in the preceding paragraphs.
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 Trust
shall receive 76% of the proceeds of any turn-in or salvage
value of 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 Trust 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 the
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 the Trust 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.
(a) In the event that any such application is granted, the
Adviser, to the extent permitted by the rules of such exchange
or exchanges, shall credit against the management fees of the
Trust 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 Trust at any time or
from time to time in the three months immediately succeeding the
end of the affiliate's fiscal year.
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*This percentage represents the average of the annual percentages of office
expenses shared with Massachusetts Investors Growth Stock Fund, Inc. over the
ten years ended December 31, 1968 and borne by the Trust.
<PAGE>
(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 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 Trust a financial
statement for the Offset Account and an opinion with respect
thereto by an independent public accountant.
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** 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>
(f) The Adviser is hereby expressly authorized, subject to the
primary requirement of obtaining for the Trust the most
favorable execution and price, to direct to itself or its
affiliate such brokerage transactions of the Trust 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 Trust 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 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 Trust.
The Trust 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 Trust 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 Trust or the Underwriter as principals
in making purchases or sales of securities or other property for the account of
the Trust, 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 Trust except as provided by the Indenture of Trust and will
comply with all other provisions of the Indenture of Trust 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 Trust, 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 Trust
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
Trust are or may be or become interested in the Adviser as directors, officers,
employees or otherwise, and that directors, officers and employees of the
Adviser are or may be or become similarly interested in the Trust, and that the
Adviser may be or become interested in the Trust as a shareholder or otherwise.
ARTICLE 9: Duration and Termination of this Agreement. This Agreement shall
become effective upon its execution and shall govern the relationship between
the parties hereto thereafter, and shall remain in force until August 1, 1983 on
which date it will terminate unless its continuance after August 1, 1983 is
specifically approved at least annually (i) by the vote of a
<PAGE>
majority of the Board of Trustees of the Trust who are not interested
persons of the Trust or of the Adviser at a meeting specifically called for the
purpose of voting on such approval, and (ii) by the Trustees or by vote of a
majority of the outstanding voting securities of the Trust. 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 Trust, 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.
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 Rules and Regulations
thereunder.
ARTICLE 10: Amendment of This Agreement. This Agreement may be amended only
by vote of a majority of the outstanding voting securities of the Trust.
IN WITNESS WHEREOF, Massachusetts Investors Trust has caused this Agreement to
be executed and delivered in its name and on its behalf by a Managing Trustee in
his capacity as Trustee, and Massachusetts Financial Services Company has caused
this Agreement to be executed and delivered in its name and on its behalf by its
President, as of the day and year first above written.
MASSACHUSETTS INVESTORS TRUST
By JOHN BARNARD, JR.
John Barnard, Jr.
Managing Trustee
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By RICHARD B. BAILEY
Richard B. Bailey
President
<PAGE>
EXHIBIT NO. 99.7
MASSACHUSETTS INVESTORS TRUST
RETIREMENT PLAN FOR NON-INTERESTED PERSON TRUSTEES
Massachusetts Investors Trust (the "Fund") has adopted this Retirement
Plan for Non-Interested Person Trustees (the "Plan"). The Plan has been
established for the purpose of providing certain benefits to eligible
Independent Trustees of the Fund, or their beneficiaries, after termination of
the Independent Trustees' services as such.
1. DEFINITIONS
The following terms shall have the following meanings:
Accrued Benefit: A benefit which is equal to the Normal Retirement
Benefit calculated using an Independent Trustee's Years of Service and Annual
Compensation as of the determination date.
Actuarial Equivalent: A benefit equal in value, based on (a) an
interest rate equal to the immediate annuity rate published by the Pension
Guaranty Corporation for the January of the Plan Year of calculation and (b) the
1983 Individual Annuity Mortality Tables for Males.
Annual Compensation: The average of the total compensation (retainer
and meeting fees) received by an Independent Trustee during each of the last
three Plan Years preceding his termination of services as such for which he
served either as an Independent Trustee or a Nonaffiliated Trustee for the
entire year; provided, that if an Independent Trustee served as an Independent
Trustee and/or a Nonaffiliated Trustee for fewer than three full Plan Years
prior to his termination of services, there shall be taken into account his
annualized compensation for the one or more most recent partial Plan Years (if
any) for which he served as an Independent Trustee or a Nonaffiliated Trustee
that, when aggregated with his full Plan Years, does not exceed three Plan
Years.
Disability: Disability as defined in ss.22(e)(3) of the Internal
Revenue Code of 1986, as amended.
Independent Trustee: A Trustee of the Fund who is not an "interested
person" (as defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended) of the Fund, Lifetime Advisers, Inc. ("Lifetime"), Massachusetts
Financial Services Company ("MFS") or MFS Financial Services, Inc. ("FSI").
<PAGE>
Nonaffiliated Trustee: A Trustee of the Fund who has no material
business or professional relationship with the Fund, Lifetime, MFS or FSI and
who is subject to being declared an "interested person" solely by reason of his
relationship with the Fund, Lifetime, MFS or FSI during the two most recently
completed fiscal years of the Fund.
Normal Retirement Benefit: An annual benefit at Normal Retirement Date
equal to 5% of an Independent Trustee's Annual Compensation multiplied by the
Independent Trustee's whole Years of Service, up to a maximum of ten Years of
Service, payable in the Normal Form of Benefit, as defined in ss.3(g).
Normal Retirement Date: December 31 of the Plan Year in which an
Independent Trustee attains age 73.
Plan Year: January 1 through December 31.
Retirement: Termination of service of an Independent Trustee after
having completed at least Five Years of Service and having attained age 62,
other than: (1) any termination by reason of death; (ii) any termination by
reason of Disability, provided that any Independent Trustee who suffers a
Disability and who has otherwise satisfied the requirements for Retirement shall
have the right to elect whether his termination is by reason of Retirement or by
reason of Disability; or (iii) any termination resulting from the Independent
Trustee's willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Independent Trustee
("Misconduct").
Year of Service: A Plan Year during which an Independent Trustee
completed at least six months of service as either a Nonaffiliated Trustee or an
Independent Trustee.
2. ELIGIBILITY
No Trustee of the Fund shall be eligible to participate in the Plan or
be entitled to any rights or benefits hereunder until the Trustee becomes an
Independent Trustee. Each individual who completes any service as an Independent
Trustee on or after the Effective Date of this Plan, and who so elects in such
manner as the Committee determines from time to time, will be eligible to
participate in the Plan.
3. RETIREMENT DATE; AMOUNT OF BENEFIT
(a) Retirement. Each Independent Trustee shall retire on that
Independent Trustee's Normal Retirement Date, if he has not previously ceased
to perform services as an Independent Trustee. Each retired Independent
Trustee is referred to as a "Retired Trustee".
<PAGE>
(b) Normal Retirement Benefit. Upon an Independent Trustee's
Retirement on his Normal Retirement Date, the Independent Trustee shall
receive, commencing on his Normal Retirement Date, his Normal Retirement
Benefit.
(c) Early Retirement Benefit. Upon an Independent Trustee's Retirement
prior to his Normal Retirement Date, the Independent Trustee shall receive an
Early Retirement Benefit commencing on the Independent Trustee's date of
Retirement. The benefit payable on an Independent Trustee's early Retirement
shall be his Accrued Benefit reduced by 5% for every year that payment of an
Early Retirement Benefit precedes that Trustee's Normal Retirement Date.
(d) Deferred Termination Benefit. If an Independent Trustee's service
as such terminates, other than (i) termination as a result of his Misconduct or
(ii) termination that constitutes termination by reason of his Retirement,
Disability or death, after he has completed at least five Years of Service, he
shall receive, commencing on the date he attains age 62, his Accrued Benefit
reduced by 55%.
(e) Disability Benefit. If an Independent Trustee's service as such
terminates by reason of his Disability and, if the Independent Trustee is
eligible for Retirement, he elects that his termination be treated as being by
reason of Disability, he shall receive his Accrued Benefit paid for the one
hundred twenty (120) months immediately following the month in which his service
so terminates. In the event the Independent Trustee dies before he has received
one hundred twenty (120) payments, monthly payments in the same amount shall be
paid to his beneficiary until the number of payments to the Independent Trustee
plus the number of payments to the beneficiary equal one hundred twenty (120)
payments.
(f) Death Benefit. Each Independent Trustee who elects to participate
in this Plan shall designate a beneficiary in such form as the Committee
approves from time to time to receive any benefits payable under this Plan in
the event of his death. In the event there is no validly designated beneficiary
in existence on the date of an Independent Trustee's death, his beneficiary
shall be his surviving spouse, if any, or if none, his estate. The beneficiary
of an Independent Trustee who dies during service, and with respect to whom
benefit payments have not commenced, shall be entitled to that Independent
Trustee's Accrued Benefit paid for the one hundred twenty (120) months
immediately following death.
(g) Form of Benefit. Except as otherwise provided in this ss.3,
benefits payable under this ss.3 shall be payable in the form of a monthly
annuity for the life of the Independent Trustee, and, if the Independent Trustee
dies before he has received one hundred twenty (120) payments, monthly payments
in the same amount shall be payable to his beneficiary until the number of
payments to the
<PAGE>
Independent Trustee plus the number of payments to the beneficiary equal
one hundred twenty (120) payments (the "Normal Form of Benefit"). However,
notwithstanding any other provision of this Section 3 to the contrary, if an
Independent Trustee's beneficiary is entitled to payments under this Plan upon
the Independent Trustee's death, then (i) if the Independent Trustee's
beneficiary is his estate, the lump sum Actuarial Equivalent present value of
those payments shall be paid to the estate in a single lump sum as soon as
administratively reasonable following the Independent Trustee's death, and (ii)
if the Independent Trustee's beneficiary is other than his estate, the Committee
in its sole discretion may direct that the Actuarial Equivalent value of those
payments be paid in such form other than the Normal Form of Benefit (including
without limitation a lump sum) as it determines.
4. PAYMENT OF BENEFIT; ALLOCATION OF COSTS
The Fund is responsible for the payment of the benefits, as well as all
expenses of administration of the Plan, including without limitation all
accounting, legal and actuarial fees and expenses. The obligations of the Fund
to pay such benefits and expenses will not be secured or funded in any manner,
and the obligations will not have any preference over the lawful claims of the
Fund's creditors and shareholders. The Fund shall be under no obligation to
segregate any assets for the purpose of providing retirement benefits pursuant
to this Plan, and to the extent that any Independent Trustee or beneficiary
acquires a right to receive a benefit under the Plan, such right shall be
limited to that of a recipient of an unfunded, unsecured promise to pay amounts
in the future and such person's position with respect to such amounts shall be
that of a general unsecured creditor of the Fund. To the extent that the Fund
consists of one or more separate portfolios, costs and expenses will be
allocated among the portfolios by the Board of Trustees of the Fund (the
"Board") in a manner that is determined by the Board to be fair and equitable
under the circumstances.
5. ADMINISTRATION
(a) The Committee. Any question involving entitlement to payments under
or the interpretation or administration of the Plan will be referred to a
committee (the "Committee") of Independent Trustees designated by the Board.
Except as otherwise provided herein, the Committee will make all interpretations
and determinations necessary or desirable for the Plan's administration, and
such interpretations and determinations will be final and conclusive.
(b) Powers of the Committee. The Committee will represent and act on
behalf of the Fund in respect of the Plan and, subject to the other provisions
of the Plan, the Committee may adopt, amend or repeal by-laws or other
regulations, relating to the administration of the Plan, the conduct of the
Committee's affairs, its rights or powers or the rights or powers of its members
or of the Board.
<PAGE>
The Committee will report to the Board from time to time on its activities
in respect of the Plan. The Committee or persons designated by it will cause
such records to be kept as may be necessary for the administration of the Plan.
6. MISCELLANEOUS PROVISIONS
(a) Rights Not Assignable. The right to receive any payment
under the Plan may not be transferred, assigned, pledged or otherwise
alienated.
(b) Amendment, etc. The Committee, with the concurrence of the Board,
may at any time amend or terminate the Plan or waive any provision of the Plan,
provided that no amendment, termination or waiver will impair the rights of an
Independent Trustee to receive upon Retirement the payments which would have
been made to that Independent Trustee had there been no such amendment,
termination or waiver (based upon that Independent Trustee's Years of Service to
the date of such amendment, termination or waiver) or the rights of a former
Independent Trustee or Retired Trustee to receive any benefit due under the
Plan, without the consent of such present or former Independent Trustee or
Retired Trustee, as the case may be. A present or former Independent Trustee or
Retired Trustee may elect to waive receipt of his benefit by so advising the
Committee.
Notwithstanding any provision of this Plan to the contrary,
however, in the event of the sale of all or substantially all of the assets of
the Fund, the liquidation or dissolution of the Fund, or any merger or other
similar reorganization of the Fund that the Fund does not survive:
(i) if although the Fund does not survive there is a surviving
entity, all rights and benefits (including without limitation those of Retired
Trustees) under the Plan shall cease upon consummation of such transaction,
unless, and only to the extent that, the board of trustees (or other similar
governing body) of the surviving entity agrees to assume the Plan and/or to
provide any such rights or benefits; and
(ii) if there is no surviving entity, the Board shall have the
right to take specific action to terminate the Plan and/or to cause any or all
rights and benefits (including without limitation those of Retired Trustees)
under the Plan to cease as of the date of such event but, in the absence of any
such specific action, the lump sum Actuarial Equivalent present value of the
Accrued Benefit of each present or former Independent Trustee or Retired Trustee
(or beneficiary thereof) who on the date of liquidation is receiving or entitled
to receive a benefit under the Plan or would be entitled to receive a benefit
under the Plan based on his actual or deemed
<PAGE>
termination of service as of the date of such liquidation shall be paid to
such person.
(c) No Right to Re-election. Nothing in the Plan will create
any obligation on the part of the Board to nominate any Independent Trustee
for re-election.
(d) Vacancies. Although the Board will retain the right to increase or
decrease its size, it shall be the general policy of the Board to replace each
person who ceases to serve as an Independent Trustee by selecting a new
Independent Trustee from candidates duly proposed.
(e) Consulting. Each Retired Trustee may render such services for the
Fund, for such compensation, as may be agreed upon from time to time by such
Trustee and the Board of the Fund.
(f) Construction. Whenever any masculine terminology is used in this
Plan, it shall be taken to include the feminine, unless the context otherwise
indicates. The titles and headings included herein are for convenience only and
shall not be construed as in any way affecting or modifying the text of this
Plan, which text shall control. This Plan shall be construed and regulated in
accordance with the laws of The Commonwealth of Massachusetts, except to the
extent such state law is preempted by federal law.
(g) Effective Date. This Plan will become effective on January
1, 1991 (the "Effective Date").
<PAGE>
EXHIBIT NO. 99.8(a)
December 6, 1934
State Street Trust Company,
Boston, Mass.
Gentlemen:
You are hereby appointed and constituted Agent of Massachusetts
Investors Trust for the purpose of performing all of the ministerial duties of
the Trust, and without modifying the generality of the foregoing appointment we
specifically request and authorize you to perform as Agent the following duties:
1. Keep the books of account and render statements, or copies from time
to time as requested by the Trustees.
2. Prepare and file tax returns and deal generally with all tax matters.
3. Attend to all details in connection with the sale, exchange,
substitution, transfer or other dealings with the trust securities or property.
4. Pay or cause to be paid such bills, statements or other obligations
of the trust as may be approved generally or from time to time by the Trustees.
In connection with, and as an incident of, the foregoing you are
authorized to request and receive from yourself as Depositary or others such
securities, moneys, or properties as may be necessary from time to time in
connection with the performance of your duties, and you are authorized to
receipt for the same in the name and behalf of the trust, and the Depositary may
release moneys and properties to you as Agent, always providing that the
provisions of the trust indenture under which it acts have been complied with.
Article I, Section (b) of the Trust Agreement provides in part as
follows:
"The Trustees shall deposit with said depository all moneys and other
property received by them hereunder and said depository shall receive and keep
the same as a special trust estate in the name of Massachusetts Investors Trust,
but said trust estate may be kept in one or more accounts, as the Trustees from
time to time shall designate."
<PAGE>
It is our desire that you as depository should have the sole custody of
the "Special Trust Estate" referred to. We therefore agree that irrespective of
the term of this agency agreement, as long as you are depository of
Massachusetts Investors Trust, we will not, without your express permission in
writing, sign checks or otherwise draw on any account in your bank representing
this fund.
We further authorize and direct you as our agents on the approval in
writing of a majority of the trustees to draw checks on any accounts in your
bank representing such fund for any of the following purposes:
a. Payment for investments.
b. Payment of bills or other charges against the trust.
c. Redeposits of moneys in said funds in other banks or trust
companies.
Such approval may be evidenced by the names or initials of the
approving trustees on any bill, order, broker's statement or any other written
order or statement.
You are authorized to draw or give orders from time to time for the
purposes of your agency upon the income account standing in the name of the
trust and in the custody of the Depositary and the Depositary is hereby
expressly authorized to honor drafts upon said account signed by you as Agent
without inquiring as to the purposes for which such drafts are made.
Nothing herein is to be construed as limiting nor enlarging upon the
authority and discretion conferred upon the Trustees by the Declaration of Trust
of Massachusetts Investors Trust and you as Agent are authorized to accept any
notice or order initialed or signed by all of the Trustees as their valid act
and authority under the indenture aforesaid and binding upon them and upon the
succeeding Trustees.
It is understood that the compensation of the State Street Trust
Company for the performance of duties as Agent as aforesaid and for the
performance of duties as Depositary, all as more fully provided in the trust
instrument dated March 21, 1924, shall be Five Thousand Dollars ($5,000) per
quarter year. At the end of each year if the gross income of the trust exceeded
$1,000,000, the Trust Company shall receive 1% of the gross income in excess of
$1,000,000 but in no event in excess of $5,000 additional. If and when the
additional compensation would come to more than $5,000, the matter shall be
taken up with the trustees with a view to determining whether or not the
additional compensation should be continued.
<PAGE>
State Street Trust Company
This agreement is made and given in lieu of prior appointment as agent
dated January 1, 1927 as modified from time to time thereafter.
Yours truly,
Trustees of Massachusetts Merrill Griswold
Investors Trust L. Sherman Adams
Charles F. Rowley
(signed)
Approved:
State Street Trust Co.
By _______________________________
<PAGE>
EXHIBIT NO. 99.8(b)
AMENDMENT TO CUSTODIAN AGREEMENT
AGREEMENT made as of this 22nd day of February, 1978, between
Massachusetts Investors Trust, a Massachusetts business trust having its
principal place of business in Boston, Massachusetts (hereinafter called
"Trust") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation having its principal place of business in Boston, Massachusetts
(hereinafter called "Custodian");
WITNESSETH THAT:
It is mutually agreed that the Custodian Agreement made by the parties
on the 6th day of December, 1934, is hereby amended by adding thereto the
following new Article:
Use of a System for the Central Handling of Securities
Notwithstanding any other provision of this Agreement, it is expressly
understood and agreed that the Custodian is authorized in the performance of its
duties hereunder to use the facilities of Depository Trust Company, or any
similar system, for the central handling of securities (hereinafter called a
"securities depository system" or "such system"), with which securities are
authorized to be deposited under the provisions of Section 17(f) of the
Investment Company Act of 1940, as from time to time amended, subject to such
rules, regulations and orders as may be adopted by the Securities and Exchange
Commission thereunder. Without limiting the generality of such use it is agreed
that the following provisions shall, subject to such rules, regulations and
orders, apply thereto:
A. Such system may be used to hold, receive, exchange, release, deliver
and otherwise deal with the securities owned by the Trust, including stock
dividends, rights and other items of like nature, and to receive and remit to
the Custodian all income and other payments thereon and to take all steps
necessary and proper in connection with the collection thereof.
<PAGE>
B. Registration of the Trust's securities may be made in the name of
any nominee or nominees used by such system.
C. Payment for securities purchased and sold may be made through the
clearing medium employed by such system for transactions of participants acting
through it.
D. The Custodian shall be subject to the same liability with respect to
all securities of the Trust, and all cash, stock dividends, rights and items of
like nature to which Trust is entitled, held or received by such system, as if
the same were held or received by the Custodian at its own offices.
This Agreement is executed in two counterparts, each of which shall be
deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: MASSACHUSETTS INVESTORS TRUST
ARNOLD D. SCOTT By: W. T. LONDON
Arnold D. Scott W.T. London
Secretary
ATTEST: STATE STREET BANK AND TRUST
COMPANY
MICHAEL GORDON By: L. M. LOCEN
Michael Gordon L.M. Locen
Assistant Secretary Vice President
<PAGE>
EXHIBIT NO. 99.8(c)
AMENDMENT TO
CUSTODIAN CONTRACT
Amendment to Custodian Contract between Massachusetts Investors Trust,
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 December 6, l934 (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
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
<PAGE>
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 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.
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
<PAGE>
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 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 29th day of
February, 1988.
ATTEST:
By: D. M. JAFFE By: W. T. LONDON
D. M. Jaffe W. T. London
Treasurer
ATTEST: STATE STREET BANK &
TRUST COMPANY
By: K. M. KNEELAND By: (ILLEGIBLE)
K. M. Kneeland (?illegible) (illegible)
Assistant Secretary Vice President
<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
Trust (the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated December 6, 1934 (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 15 which shall read as follows:
15. 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 15, 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 15.
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 TRUST
LINDA J. HOARD By: A. KEITH BRODKIN
Linda J. Hoard A. Keith Brodkin
ATTEST STATE STREET BANK &
TRUST COMPANY
MARK MORGAN By: PHYLLIS A. SCHROEDER
Mark Morgan Phyllis A. Schroeder
Assistant Secretary Vice President
<PAGE>
EXHIBIT NO. 99.8(e)
THIRD AMENDMENT TO LETTER AGREEMENT
The custodian agreement letter (the "Letter Agreement") dated December
6, 1934 between Massachusetts Investors Trust (referred to herein as the
"Trust") and State Street Bank and Trust Company (the "Custodian"), as
previously amended by Letter Agreements dated August 1, 1978 and December 31,
1978, is hereby amended to include the following provisions in order to allow
the Trust to participate in the Direct Paper System.
1. Holding Securities
The Custodian shall hold and physically segregate for the account of
the Trust all non-cash property, including all securities owned by the Trust,
other than (a) securities which are maintained in a clearing agency which acts
as a securities depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as "Securities
System" and (b) commercial paper of an issuer for which State Street Bank and
Trust Company acts as issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper System of the Custodian.
2. Delivery of Securities
The Custodian shall release and deliver securities owned by the Trust
held by the Custodian or in a Securities System account of the Custodian or in
the Custodian's Direct Paper book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only in following
cases:
1) Upon sale of such securities for the account of the Trust
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by the Trust;
3) In the case of sale effected through a Securities System;
4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Trust;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the Custodian;
<PAGE>
6) To the issuer thereof, or its agent, for transfer into the name of
the Trust or into the name of any nominee or nominees of the Custodian (or its
agent); or for exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be delivered to the
Custodian;
7) Upon the sale of such securities for the account of the Trust, to
the broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for such securities
except as may arise from the Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar secretaries or the
surrender of interim receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of securities made by the
Trust, but only against receipt of adequate collateral as agreed upon from time
to time by the Custodian and the Trust, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans for which collateral
is to be credited to the Custodian's account in the book-entry system authorized
by the U.S. Department of the Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by the Trust prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowings by the
Trust requiring a pledge of assets by the Trust, but only against receipt of
amounts borrowed;
12) For delivery in accordance with the provisions of any agreement
among the Trust; the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national
<PAGE>
securities exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Trust;
13) For delivery in accordance with the provisions of any agreement
among the Trust, the Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Trust;
14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Trust, for delivery to such Transfer Agent or to the holders of
shares in connection with distributions in kind, as may be described from time
to time in the Trust's currently effective prospectus and statement of
additional information ("prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a resolution of the
Board of Trustees or of the Executive Committee signed by an officer of the
Trust and certified by the Secretary or an Assistant Secretary, setting forth
the purpose for which such delivery is to be made, declaring such purpose to be
a proper business trust purpose, and naming the person or persons to whom
delivery of such securities shall be made.
3. Payment of Trust Monies
Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall pay out
monies of the Trust in the following cases only:
1) Upon the purchase of securities, options, futures contracts or
options on futures contracts for the account of the Trust but only (a) against
the delivery of such securities or evidence of title to such options, futures
contracts or options on futures contracts, to the Custodian (or any bank,
banking firm or trust company doing business in the United States or abroad
which is qualified under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as its agent for this
purpose) registered in the name of the Trust or in the name of a nominee of the
Custodian or in proper form for transfer; (b) in the case of a purchase effected
through a Securities System; (c) in the case of a purchase involving the Direct
Paper System or (d) in the case of repurchase agreements entered into between
the Trust and the Custodian, or another bank, or a broker-dealer which is a
member of NASD, (i) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at the Federal
Reserve Bank with such
<PAGE>
securities or (ii) against delivery of the receipt evidencing purchase by
the Trust of securities owned by the Custodian along with written evidence of
the agreement by the Custodian to repurchase such securities from the Trust or
(e) for transfer to a time deposit account of the Trust in any bank, whether
domestic or foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to Proper
Instructions.
4. Trust Assets Held in the Custodian's Direct Paper System
The Custodian may deposit and/or maintain securities owned by the Trust
in the Direct Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions;
2) The Custodian may keep securities of the Trust in the Direct Paper
System only if such securities are represented in an account of the Custodian in
the Direct Paper System which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of
the Trust which are maintained in the Direct Paper System shall identify by
book-entry those securities belonging to the Trust;
4) The Custodian shall pay for securities purchased for the account of
the Trust upon the making of an entry on the records of the Custodian to reflect
such payment and transfer of securities to the account of the Trust. The
Custodian shall transfer securities sold for the account of the Trust upon the
making of an entry on the records of the Custodian to reflect such transfer and
receipt of payment for the account of the Trust;
5) The Custodian shall furnish the Trust confirmation of each transfer
to or from the account of the Trust, in the form of a written advice or notice,
of Direct Paper on the next business day following such transfer and shall
furnish to the Trust copies of daily transaction sheets reflecting each day's
transaction in the Securities System for the account of the Trust;
6) The Custodian shall provide the Trust with any report on its system
of internal accounting control as the Trust may reasonably request from time to
time.
5. Proper Instructions
Proper Instructions means a writing signed or initialled by one or more
person or persons as the Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the specific transaction or type
of transaction involved, including a specific
<PAGE>
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Trust shall cause all
oral instructions to be confirmed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the Board of
Trustees of the Trust accompanied by a detailed description of procedures
approved by the Board of Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Board of Trustees and the Custodian are satisfied that
such procedures afford adequate safeguards for the Trust's assets.
6. Effective Period, Termination and Amendment
The Letter Agreement as amended hereby shall continue in full force and
effect until terminated as hereinafter provided, may be amended at any time by
mutual agreement of the parties hereto and may be terminated by either party by
an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than thirty (30) days after
the date of such delivery or mailing
Upon termination of the Letter Agreement, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements.
To the extent any provision of this amendment conflicts with the Letter
Agreement together with any prior amendments thereto, the provisions of this
amendment shall control.
Except as otherwise expressly amended and modified herein, the
provisions of the Letter Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representatives and its Seal to be hereto affixed as of the 21st day of October,
1993.
ATTEST: MASSACHUSETTS INVESTORS
TRUST
LINDA J. HOARD By: A. KEITH BRODKIN
Linda J. Hoard A. Keith Brodkin
ATTEST: STATE STREET BANK &
TRUST COMPANY
ILLEGIBLE By: DONALD E. LOGUE
(Illegible) Donald E. Logue
Vice President
<PAGE>
EXHIBIT NO. 99.9(a)
MASSACHUSETTS INVESTORS TRUST
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 Trust (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.
<PAGE>
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 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.
<PAGE>
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.
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
<PAGE>
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 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.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying two counterparts of this letter and return such
counterparts to the Fund whereupon this letter shall become a binding contract
among the Fund, you and MFS, MFS having already executed this letter.
Very truly yours,
MASSACHUSETTS INVESTORS
TRUST
By: RICHARD B. BAILEY
Richard B. Bailey
Title: Chairman
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By: H. ALDEN JOHNSON
H. Alden Johnson
Title: President
The foregoing is hereby accepted as of the date thereof.
MASSACHUSETTS FINANCIAL
SERVICE CENTER, INC.
By: BRUCE C. AVERY
Bruce C. Avery
Title: President
<PAGE>
EXHIBIT NO. 99.9(b)
MASSACHUSETTS INVESTORS TRUST
500 BOYLSTON STREET o BOSTON o MASSACHUSETTS o 02116
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
TRUST
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 TRUST (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.
