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determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.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.

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

(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.

(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.

(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

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

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").

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".

(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

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.

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

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

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."

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.

Trustees of Massachusetts           Merrill Griswold
Investors Trust                     L. Sherman Adams
                                    Charles F. Rowley
                                    (signed)

Approved:
State Street Trust Co.

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.

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.

ARNOLD D. SCOTT                        By:    W. T. LONDON
Arnold D. Scott                               W.T. London
Secretary

MICHAEL GORDON                         By:      L. M. LOCEN
Michael Gordon                                  L.M. Locen


Assistant Secretary                             Vice President

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

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

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