AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of February 1, 2001
by and between Alliance Premier Growth Fund, 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 August 20, 1992 (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 reflect revisions to Rule 17f-5 ("Rule 17f-5") and the
adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of the Fund
held outside of the United States.
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 3 of the Contract, as amended, is hereby deleted, and Articles
4 through 17 of the Contract are hereby renumbered, as of the effective
date of this Amendment, as Articles 5 through 19, respectively.
II. New Articles 3 and 4 of the Contract are hereby added, as of the
effective date of this Amendment, as set forth below.
3. Provisions Relating to Rules 17f-5 and 17f-7
3.1. Definitions. Capitalized terms in this Amendment shall have the
following meanings:
"Country Risk" means all factors reasonably related to the
systemic risk of holding Foreign Assets in a particular country
including, but not limited to, such country's political environment,
economic and financial infrastructure (including any Eligible
Securities Depository operating in the country), prevailing or
developing custody and settlement practices, and laws and regulations
applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in
section (a)(1) of Rule 17f-5, including a majority-owned or indirect
subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding
company meeting the requirements of an Eligible Foreign Custodian (as
set forth in Rule 17f-5 or by other appropriate action of the U.S.
Securities and Exchange Commission (the "SEC")), or a foreign branch of
a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the
term does not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in
section (b)(1) of Rule 17f-7.
"Foreign Assets" means any of the Fund's investments
(including foreign currencies) for which the primary market is outside
the United States and such cash and cash equivalents as are reasonably
necessary to effect the Fund's transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section
(a)(3) of Rule 17f-5.
3.2. The Custodian as Foreign Custody Manager.
3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by
resolution adopted by its Board of Directors (the "Board"), hereby
delegates to the Custodian, in accordance with Section (b) of Rule
17f-5, the responsibilities set forth in this Section 3.2 with respect
to Foreign Assets held outside the United States, and the Custodian
hereby accepts such delegation as Foreign Custody Manager of the Fund.
3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible
for performing the delegated responsibilities defined below only with
respect to the countries and custody arrangements for each such
country listed on Schedule A to this Contract, which list of countries
may be amended from time to time by the Fund with the agreement of the
Foreign Custody Manager. The Foreign Custody Manager shall list on
Schedule A the Eligible Foreign Custodians selected by the Foreign
Custody Manager to maintain the Fund's assets, which list of Eligible
Foreign Custodians may be amended from time to time in the sole
discretion of the Foreign Custody Manager. The Foreign Custody Manager
will provide amended versions of Schedule A in accordance with Section
3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper
Instructions to open an account or to place or maintain Foreign Assets
in a country listed on Schedule A, and the fulfillment by the Fund of
the applicable account opening requirements for such country, the
Foreign Custody Manager shall be deemed to have been delegated by the
Board responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this
Amendment by the Fund shall be deemed to be a Proper Instruction to
open an account, or to place or maintain Foreign Assets, in each
country listed on Schedule A in which the Custodian has previously
placed or currently maintains Foreign Assets pursuant to the terms of
the Contract. Following the receipt of Proper Instructions directing
the Foreign Custody Manager to close the account of the Fund with the
Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board to the Custodian as
Foreign Custody Manager for that country shall be deemed to have been
withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Fund with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of
delegated responsibilities with respect to a designated country upon
written notice to the Fund. Sixty (60) days (or such longer period to
which the parties agree in writing) after receipt of any such notice by
the Fund, the Custodian shall have no further responsibility in its
capacity as Foreign Custody Manager to the Fund with respect to the
country as to which the Custodian's acceptance of delegation is
withdrawn.
3.2.3 Scope of Delegated Responsibilities:
(a) Selection of Eligible Foreign Custodians. Subject to the provisions
of this Section 3.2, the Foreign Custody Manager may place and maintain
the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on
Schedule A, as amended from time to time. In performing its delegated
responsibilities as Foreign Custody Manager to place or maintain.
Foreign Assets with an Eligible Foreign Custodian, the Foreign
Custody Manager shall determine that the Foreign Assets will be subject
to reasonable care, based on the standards applicable to custodians in
the country in which the Foreign Assets will be held by that Eligible
Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors
specified in Rule 17f5(c)(1).
(b) Contracts With Eligible Foreign Custodians. The Foreign Custody
Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the
Foreign Custody Manager will satisfy the requirements of Rule
17f-5(c)(2).
(c) Monitoring. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by
the Foreign Custody Manager, the Foreign Custody Manager shall
establish a system to monitor in accordance with Rule 17f-5(c)(3), (i)
the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the
Eligible Foreign Custodian. In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign
Custodian it has selected are no longer appropriate, the Foreign
Custody Manager shall notify the Board in accordance with Section 3.2.5
hereunder. In such event where the Foreign Custody Manager has selected
an alternative Eligible Foreign Custodian in accordance with Section
3.2.3(a) herein, the Foreign Custody Manager will arrange the transfer
of the affected Foreign Assets to such Eligible Foreign Custodian as
soon as reasonably practicable.
3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of
this Article 3, the Foreign Custody Manager shall have no
responsibility for such Country Risk as is incurred by placing and
maintaining the Foreign Assets in each country for which the Custodian
is serving as Foreign Custody Manager of the Fund.
3.2.5 Reporting Requirements. The Foreign Custody Manager shall report the
withdrawal of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another Eligible Foreign
Custodian by providing to the Board and upon Proper Instructions to
the Fund's investment adviser an amended Schedule A at the end of the
calendar quarter in which an amendment to such Schedule has occurred.
The Foreign Custody Manager shall make written reports notifying the
Board and upon Proper Instructions the Fund's investment adviser of
any other material change in the foreign custody arrangements of the
Fund described in this Section 3.2 after the occurrence of the
material change.
3.2.6 Standard of Care as Foreign Custody Manager of the Fund. In performing
the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of assets of
management investment companies registered under the 1940 Act would
exercise.
3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody Manager
represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the
Board has determined that it is reasonable for the Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this
Contract to the Custodian as the Foreign Custody Manager of the Fund.
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody
Manager. The Board's delegation to the Custodian as Foreign Custody
Manager of the Fund shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by
written notice from the terminating party to the nonterminating party.
Termination will become effective sixty (60) days after receipt by the
non-terminating party of such notice. The provisions of Section 3.2.2
hereof shall govern the delegation to and termination of the Custodian
as Foreign Custody Manager of the Fund with respect to designated
countries.
3.3 Eligible Securities Depositories.
3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or
its duly-authorized investment manager or investment adviser) with a
list of Eligible Securities Depositories on Schedule B hereto, as
amended from time to time by the Custodian and with an analysis of the
custody risks associated with maintaining assets with the Eligible
Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on
a continuing basis, and promptly notify the Fund (or its
duly-authorized investment manager or investment adviser) of any
material change in such risks, in accordance with section (a)(1)(i)(B)
of Rule 17f-7. The risk analysis provided by the Custodian may include
consideration of the following, as deemed appropriate and relevant by
the Custodian: a depository's expertise and market reputation, the
quality of its services, its financial strength (including the level
of settlement guarantee funds, collateral requirements, lines of
credit, or insurance as compared with participants' daily settlement
obligations), any insurance or indemnification arrangements, the
extent and quality of regulation and independent examination of the
depository, its standing in published ratings, its internal controls
and other procedures for safeguarding investments, and any related
legal protections.
3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care,
prudence and diligence in performing the duties set forth in Section
3.3.1.
4. Duties of the Custodian with Respect to Fund Property Held Outside the
United States.
4.1 Definitions. Capitalized terms in this Article 4 shall have the
following meanings:
"Foreign Securities System" means an Eligible Securities
Depository listed on Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution
serving as an Eligible Foreign Custodian.
4.2. Holding Securities. The Custodian shall identify on its books as
belonging to the Fund the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold
foreign securities for all of its customers, including the Fund, with
any Foreign Sub-Custodian in an account that is identified as
belonging to the Custodian for the benefit of its customers, provided
however, that (i) the records of the Custodian with respect to foreign
securities of the Fund which are maintained in such account shall
identify those securities as belonging to the Fund and (ii), to the
extent permitted and customary in the market in which the account is
maintained, the Custodian shall require that securities so held by the
Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign
Sub-Custodian.
4.3. Foreign Securities Systems. Foreign securities shall be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable,
in such country.
4.4. Transactions in Foreign Custody Account.
4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian
shall release and deliver foreign securities of the Fund held by the
Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and
only in the following cases:
(i) upon the sale of such foreign securities for the Fund in
accordance with commercially reasonable market practice in the country
where such foreign securities are held or traded, including, without
limitation: (A) delivery against expectation of receiving later
payment; or (B) in the case of a sale effected through a Foreign
Securities System, in accordance with the rules governing the operation
of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to
foreign securities;
(iii) to the depository agent in connection with tender or
other similar offers for foreign securities of the Fund;
(iv) to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such Foreign
Sub-Custodian) or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market custom;
provided that in any such case the Foreign Sub-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 Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) 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;
(viii) in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) for delivery as security in connection with any borrowing
by the Fund requiring a pledge of assets by the Fund;
(x) in connection with trading in options and futures
contracts, including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered and
naming the person or persons to whom delivery of such securities shall
be made.
4.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out, or direct the respective Foreign Sub-Custodian
or the respective Foreign Securities System to pay out, monies of the
Fund in the following cases only:
(i) upon the purchase of foreign securities for the Fund,
unless otherwise directed by Proper Instructions, by (A) delivering
money to the seller thereof or to a dealer therefor (or an agent for
such seller or dealer) against expectation of receiving later delivery
of such foreign securities; or (B) in the case of a purchase effected
through a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender
of foreign securities of the Fund;
(iii) for the payment of any expense or liability of the Fund,
including but not limited to the following payments: interest, taxes,
investment advisory fees, transfer agency fees, fees under this
Contract, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign
exchange contracts for the Fund, including transactions executed with
or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures
contracts, including delivery as original margin and variation margin;
(vi) for payment of part or all of the dividends received in
respect of securities sold short; in connection with the borrowing or
lending of foreign securities; and
(viii) for any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment setting forth the
purpose of such payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such
payment is to be made.
4.4.3. Market Conditions. Notwithstanding any provision of this Contract to
the contrary, settlement and payment for Foreign Assets received for
the account of the Fund and delivery of Foreign Assets maintained for
the account of the Fund may be effected in accordance with the
customary established securities trading or processing practices and
procedures in the country or market in which the transaction occurs
that have been generally accepted by Institutional Clients, including,
without limitation, delivering Foreign Assets to the purchaser thereof
or to a dealer therefor (or an agent for such purchaser or dealer)
with the expectation of receiving later payment for such Foreign
Assets from such purchaser or dealer.
For purposes of this Contract, the term "Institutional
Clients" means U.S. registered investment companies or major U.S.
commercial banks, insurance companies, pension funds or substantially
similar institutions which as part of their ordinary business
operations purchase or sell securities and make use of global custody
services. The Custodian shall provide to the Board the information with
respect to custody and settlement practices in countries in which the
Custodian employs a Foreign Sub-Custodian described on Schedule C
hereto at the time or times set forth on such Schedule. The Custodian
may revise Schedule C from time to time, provided that no such revision
shall result in the Board being provided with substantively less
information than had been previously provided hereunder
4.5. Registration of Foreign Securities. The foreign securities maintained
in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the Fund or in the name
of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
foreign securities except to the extent the Fund incurs loss or damage
due to the failure of such nominee to meet its standard of care set
forth in the relevant contract. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of
the Fund under the terms of this Contract unless the form of such
securities and the manner in which they are delivered are in
accordance with reasonable market practice.
4.6 Bank Accounts. The Custodian shall identify on its books as belonging
to the Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of,
cash on the books of the Custodian, a bank account or bank accounts
shall be opened and maintained outside the United States on behalf of
the Fund with a Foreign Sub-Custodian. All accounts referred to in this
Section shall be subject only to draft or order by the Custodian (or,
if applicable, such Foreign Sub-Custodian) acting pursuant to the terms
of this Agreement to hold cash received by or from or for the account
of the Fund. Cash maintained on the books of the Custodian (including
its branches, subsidiaries and affiliates), regardless of currency
denomination, is maintained in bank accounts established under, and
subject to the laws of, The Commonwealth of Massachusetts.
4.7. Collection of Income. The Custodian shall use reasonable commercial
efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Fund shall be entitled and
shall credit such income, as collected, to the Fund.
In the event that extraordinary measures are required to
collect such income, the Fund and the Custodian shall consult as to
such measures and as to the compensation and expenses of the Custodian
relating to such measures.
4.8 Shareholder Rights. With respect to the foreign securities held
pursuant to this Article 4, the Custodian will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder rights, subject always to the laws, regulations and
practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack of
notice and other factors may have the effect of severely limiting the
ability of the Fund to exercise shareholder rights.
4.9. Communications Relating to Foreign Securities. The Custodian shall
transmit promptly to the Fund written information with respect to
materials received by the Custodian via the Foreign Sub-Custodians
from issuers of the foreign securities being held for the account of
the Fund (including, without limitation, pendency of calls and
maturities of foreign securities and expirations of rights in
connection therewith). With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund written information with
respect to materials so received by the Custodian from issuers of the
foreign securities whose tender or exchange is sought or from the
party (or its agents) making the tender or exchange offer. Subject to
the standard of care to which the Custodian is held hereunder, the
Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities
or other property of the Fund at any time held by it unless (i) the
Custodian or the respective Foreign Sub-Custodian is in actual
possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of
any such right or power, and both (i) and (ii) occur at least three
business days prior to the date on which the Custodian is to take
action to exercise such right or power.
4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a Foreign Sub-Custodian shall, to the extent
possible, require the Foreign Sub-Custodian to exercise reasonable
care in the performance of its duties, and to indemnify, and hold
harmless, the Custodian from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
Foreign Sub-Custodian's performance of such obligations. At the
election of the Fund, the Fund shall be entitled to be subrogated to
the rights of the Custodian with respect to any claims against a
Foreign Sub-Custodian as a consequence of any such loss, damage, cost,
expense, liability or claim if and to the extent that the Fund has not
been made whole for any such loss, damage, cost, expense, liability or
claim.
4.11 Tax Law. Except to the extent that imposition of any tax liability
arises from the Custodian's failure to perform in accordance with the
terms of this section 4.11, the Custodian shall have no responsibility
or liability for any obligations now or hereafter imposed on the Fund,
or the Custodian as custodian of the Fund, by the tax law of the United
States or of any state or political subdivision thereof. It shall be
the responsibility of the Fund to notify the Custodian of the
obligations imposed on the Fund, or the Custodian as custodian of the
Fund, by the tax law of countries other than the United States,
including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental
reporting. The sole responsibility of the Custodian with regard to such
tax law shall be to use reasonable efforts to assist the Fund with
respect to any claim for exemption or refund under the tax law of
countries for which the Fund has provided such information.
4.12. Liability of Custodian. Except as may arise from the Custodian's own
negligence or willful misconduct, or the negligence or willful
misconduct of a Sub-Custodian, the Custodian shall be without liability
to the Fund for any loss, liability, claim or expense resulting from or
caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a
Foreign Sub-Custodian to the same extent as set forth with respect to
sub-custodians generally in the Contract and, regardless of whether
assets are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, the Custodian shall not be liable for any
loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war
or terrorism or any loss where the sub-custodian has otherwise
exercised reasonable care. Notwithstanding the foregoing provisions of
this paragraph 4.12, (i) in delegating custody duties to State Street
London Ltd., the Custodian shall not be relieved of any responsibility
to the Fund for any loss due to such delegation, except such loss as
may result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation,
nationalization, insurrection, civil strife or armed hostilities) or
(b) other losses (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) due to Acts of God, nuclear
incident or other losses under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care; and (ii) 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).
III. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in
the event of any conflict between the provisions of Articles 3 and 4
hereof, the provisions of Article 3 shall prevail.
IV. Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
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
By: /s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------- -------------------
Name: Xxxxxxx X. XxXxxxxx Name: Xxxxxx X. Xxxxx
Title: VP and Assoc. Counsel Title: Vice Chairman and
Chief Operating Officer
WITNESSED BY: ALLIANCE PREMIER GROWTH FUND, INC.
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------- -------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
Title: Asst. Secretary Title: Secretary
SCHEDULE A
STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
Country Subcustodian
----------------- ---------------------------------------------------------
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East (as delegate of The Hongkong
and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Canada State Street Trust Company Canada
Chile BankBoston, N.A.
People's Republic The Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d.
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Ceskoslovenska. Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt Egyptian British Bank S.A.E. (as delegate of The
Hongkong and Shanghai Banking Corporation Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Hong Kong Standard Chartered Bank
Hungary Citibank Rt.
Iceland Iceland Ltd.
India Deutsche Bank AG
The Hongkong and Shanghai Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan The Fuji Bank, Limited The Sumitomo Bank, Limited
Jordan HSBC Bank Middle East (as delegate of The Hongkong
and Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea The HongKong and Shanghai Banking Corporation Limited
Latvia a/s Hansabanka
Lebanon HSBC Bank Middle East (as delegate of The Hongkong
and Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mauritius The Hongkong and Shanghai Banking Corporation sLimited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited
Netherlands Fortis Bank (Nederland) N.V.
New Zealand ANZ Banking Group (New Zealand) Limited
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East (as delegate of The Hongkong
and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East (as delegate of The Hongkong
and Shanghai Banking Corporation Limited)
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Citibank (Poland) S.A.
Portugal Banco Comercial Portuges
Qatar HSBC Bank Middle East (as delegate of The Hong Kong
and Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow First Boston
- Zurich)
Singapore The Development Bank of Singapore Limited
Slovak Republic Ceskoslovenska. Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka The Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Kingdom State Street Bank and Trust Company, London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
--------------------------------------------------------------------------------
SCHEDULE B
STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
Country Depositories
----------------- ---------------------------------------------------------
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and Transfer System
Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank
Division)
Belgium Caisse Interprofessionnelle de Depots et de Virements de
Titres, S.A.
Banque Nationale de Belgique
Brazil Companhia Brasileira de Liquidacdo e Custodia
Sistema Especial de Liquidacdo e de Custodia (SELIC)
Central de Custodia e de Liquidacao Financeira de Titulos
Privados (CETIP)
Bulgaria Central Depository AD
Bulgarian National Bank
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing & Registration Corp
of China -oration Shenzhen Securities Central Clearing Co., Ltd.
Colombia Deposito Centralizado de Valores
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vrdipapircentralen (Danish Securities Center) Egypt
Misr for Clearing, Settlement, and Depository Estonia
Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Societe Interprofessionnelle pour la Compensation
des Valeurs Mobilieres
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece, System for Monitoring Transactions in
Securities in Book-Entry Form
Apothetirion Titlon AE - Central Securities Depository
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Unit
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
India National Securities Depository Limited
Central Depository' Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd.
(TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central -- Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center (JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
Lebanon Custodian and Clearing Center of Financial Instruments
for Lebanon and the Middle East (Midclear) S.A.E.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia, Scripless Securities Trading and
Safekeeping System
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL (Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities Depository Limited
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities
Depository)
Oman Muscat Depository & Securities Registration Company,
SAOC
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department of the
Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A.
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the Bureau of
Treasury
Poland National Depository of Securities Krajowy Depozyt
Papierow Wartosciowych SA
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a department of
the Doha Securities Market
Romania National Securities Clearing, Settlement and Depository
Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Singapore Central Depository (Pte) Limited
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited Share Transactions Totally
Electronic (STRATE) Ltd.
Spain Servicio de Compensacion y Liquidacion de Valores, S.A.
Banco de Espana, Central de Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB (Swedish Central Securities
Depository)
Switzerland SegaIntersettle AG (S1S)
Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd.
Thailand Thailand Securities Depository Company Limited
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK)
Central Bank of Turkey
Ukraine National Bank of Ukraine
United Kingdom Central Gifts Office and Central Moneymarkets Office
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
--------------------------------------------------------------------------------
TRANSNATIONAL
Euroclear
Clearstream Banking AG
SCHEDULE C
MARKET INFORMATION
Publication/Type of Information
(Frequency) Brief Description
------------------------------- --------------------------------------------
The Guide to Custody in World An overview of safekeeping and settlement
Markets (annually) practices and procedures in each market in
which State Street Bank and Trust Company
offers custodial services.
Global Custody Network Review Information relating to the operating
(annually) history and structure of depositories and
subcustodians located in the markets in
which State Street Bank and Trust Company
offers custodial services, including
transnational depositories.
Global Legal Survey With respect to each market in which State
(annually) Street Bank and Trust Company offers
custodial services, opinions relating to
whether local law restricts (i) access of a
fund's independent public accountants to
books and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) the
Fund's ability to recover in the event of
bankruptcy or insolvency of a Foreign Sub-
Custodian or Foreign Securities System,
(iii) the Fund's ability to recover in the
event of a loss by a Foreign Sub-Custodian
or Foreign Securities System, and (iv) the
ability of a foreign investor to convert
cash and cash equivalents to U.S. dollars.
Subcustodian Agreements Copies of the subcustodian contracts State
(annually) Street Bank and Trust Company has entered
into with each subcustodian in the markets
in which State Street Bank and Trust Company
offers subcustody services to its US mutual
fund clients.
Network Bulletins (weekly) Developments of interest to investors in the
markets in which State Street Bank and Trust
Company offers custodial services.
Foreign Custody Advisories With respect to markets in which State
(as necessary) Street Bank and Trust Company offers
custodial services which exhibit special
custody risks, developments which may impact
State Street's ability to deliver expected
levels of service.
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