AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of June 1, 1999, by
and between Alliance Quasar Fund, Inc. (formerly Quasar Associates, Inc.) (the
"Fund") and State Street Bank and Trust Company (the "Custodian"). Capitalized
terms used in this Amendment without definition shall have the respective
meanings given to such terms in the Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of November 13, 1986 (as amended and in effect from time to time, the
"Contract"); and
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract to accommodate the Custodian's delegation of sub-custody
responsibilities to its affiliate, State Street Trust Company Canada;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. Article 12, paragraph 2, Responsibility of Custodian, is hereby amended to
read as follows:
The Custodian shall be liable for the acts or omissions of a
foreign banking institution appointed pursuant to the provisions of
Article 3 to the same extent as set forth in Article 1 hereof with
respect to sub-custodians located in the United States and, regardless
of whether assets are maintained in the custody of a foreign banking
institution, a foreign securities depository, or a branch of a U.S.
bank as contemplated by paragraph 3.11 hereof, the Custodian shall not
be liable for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or authorization by the
Fund to maintain custody or any securities or cash of the Fund in a
foreign country including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or acts of war
or terrorism. Notwithstanding the foregoing provisions of this Article
12, the delegation by State Street Bank and Trust Company to its
affiliate, State Street Trust Company Canada, of sub-custody duties in
Canada shall not relieve State Street Bank and Trust Company of any
responsibility for any loss due to the delegation to State Street Trust
Company Canada, except (a) such loss as may result from political risk
(e.g., exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) and
(b) other losses (excluding losses resulting from a bankruptcy or
insolvency of State Street Trust Company Canada not caused by political
risk) under circumstances where State Street Bank and Trust Company and
State Street Trust Company Canada have exercised reasonable care
(including, without limitation, Acts of God, nuclear incident and the
like).
II. In all respects not inconsistent herewith, the Contract is hereby ratified
and affirmed.
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CUSTODIAN CONTRACT
Between
QUASAR ASSOCIATES, INC.
and
STATE STREET BANK AND TRUST COMPANY
SGG 07/86
CUSTODIAN CONTRACT
This Contract between Quasar Associates, Inc., a corporation organized
and existing under the laws of Maryland, having its principal place of business
at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, hereinafter called the "Fund", and
State Street Bank and Trust Company, a Massachusetts corporation, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000, hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its assets,
including securities it desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside the United
States ("foreign securities") pursuant to the provisions of the Articles of
Incorporation. The Fund agrees to deliver to the Custodian all securities and
cash owned by it, and all payments of income, payments of principal or capital
distributions received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for such new or
treasury shares of capital stock, ("Shares") of the Fund as may be issued or
sold from time to time. The Custodian shall not be `responsible for any property
of the Fund held or received by the Fund and not delivered to the Custodian.
requested to do so by the Fund and for such compensation as shall be agreed upon
between the Fund and the Custodian, include certificate numbers in such
tabulations.
10. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from
time to time request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to its activities hereunder in
connection with, the preparation of the Fund's Form N-lA, and Form N-SAR or
other annual reports to the Securities and Exchange Commission and with respect
to any other requirements of such Commission.
11. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund and the Custodian.
12. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Contract, but shall be kept indemnified by and shall be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice. Notwithstanding the foregoing, the responsibility of the Custodian with
respect to redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Fund.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States and, regardless of whether assets are maintained in
the custody of a foreign banking institution, a foreign securities depository or
a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian
shall not be liable for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the direction of or authorization by the Fund to
maintain custody or any securities or cash of the Fund in a foreign country
including, but not limited to, losses resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
If the Fund requires the Custodian to advance cash or securities for
any purpose or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of the Fund
assets to the extent necessary to obtain reimbursement.
13. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however that the Custodian shall not act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Fund have approved the initial use
of a particular Securities System and the receipt of an annual
Schedule A
----------
17f-5 Approval
The Board of Directors of Alliance Quasar Fund, Inc. #6406 has
approved certain foreign banking institutions and foreign securities
depositories within State Street's Global Custody Network for use as
subcustodian for the Fund's securities, cash and cash equivalents held outside
of the United States. Board approval is as indicated by the Fund's Authorized
Officer:
Country Subcustodian Central Depositary
------- ------------ ------------------
Canada State Street Trust Company Canada The Canada Depository for
Securities Limited (CDS)
Certified by:
/s/ Xxxxxxxx Xxxxxxxx
----------------------
Fund's Authorized Officer
Xxxxxxxx Xxxxxxxx
As of March 15, 1999
--------------------
Date
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
------------------------ -------------------------
Name: Xxxx X. Xxxx Name: Xxxxxx X. Xxxxx
Title: Associate Counsel Title: Vice Chairman
WITNESSED BY: ALLIANCE QUASAR FUND, INC.
/s/ Xxxx Xxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------ --------------------------
Name: Xxxx Xxx Xxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
Title: Legal Administrative Officer Title: Secretary
