Exhibit (g)(3)
NOVATION AND AMENDMENT AGREEMENT
Reference is hereby made to the Custodian Agreement dated as of September
14, 2009 (the "Custodian Agreement") by and between the funds party thereto
(each, the "Fund" and collectively, the "Funds") and Xxxxx Brothers Xxxxxxxx
& Co. ("BBH").
W I T N E S S E T H:
WHEREAS, pursuant to the terms and conditions of the Custodian Agreement
BBH provides certain custodial services to the Funds;
WHEREAS, AllianceBernstein Cap Fund, Inc. ("AB Cap Fund") on behalf of
AllianceBernstein Emerging Markets Multi-Asset Portfolio, AllianceBernstein
Dynamic All Market Fund and AllianceBernstein Dynamic All Market Plus Fund, each
a series thereof (the "Portfolios"), wishes to engage BBH to provide the same
custodial services under the Custodian Agreement to the Portfolios;
WHEREAS, AB Cap Fund has requested, and BBH has agreed to permit AB Cap
Fund on behalf of the Portfolios to become a party to the Custodian Agreement
for the purposes of the provision of BBH's custodial services to the Portfolios
pursuant to the terms of the Custodian Agreement.
NOW THEREFORE, BBH, the Funds and AB Cap Fund on behalf of the Portfolios
hereby agree by execution of this Novation and Amendment Agreement that the AB
Cap Fund on behalf the Portfolios shall be joined as a party to the Custodian
Agreement, and to amend the Custodian Agreement as follows:
I. Amendments to the Custodian Agreement
1. Section 12.5 of the Custodian Agreement is hereby amended by adding the
following:
"If to the Fund: [Name of Fund]
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Fund Secretary- Xxxxxx Xxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
2. Appendix A of the Custodian Agreement is hereby deleted and Appendix A
attached hereto is substituted therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Custodian Agreement are
hereby ratified and affirmed as of the date hereof and are hereby extended to
give effect to the terms hereof.
2. By signing below where indicated, the Funds and AB Cap Fund on behalf of the
Portfolios each hereby ratifies and affirms each of the representations and
warranties and confirms that each such representation and warranty remains true
and correct as of the date hereof.
3. By signing below, AB Cap Fund on behalf the Portfolios shall be fully bound
by the terms and conditions of the Custodian Agreement, as amended, effective
immediately upon execution of this Novation and Amendment Agreement as if the AB
Cap Fund on behalf of the Portfolios had been an original party thereto.
4. This Novation and Amendment Agreement shall be governed by such laws as
provided in Section 12.4 of the Custodian Agreement. This Novation and Amendment
Agreement may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Novation and Amendment Agreement and together with the Agreement, shall
represent the entire understanding of the parties hereto.
Xxxxx Brothers Xxxxxxxx & Co.
By:
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Title: Managing Director
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Date:
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Each Fund or Portfolio set forth on Appendix A hereto, severally and not jointly
By:
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Title: Assistant Secretary
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Date:
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NOVATION AND AMENDMENT AGREEMENT
Appendix A
AllianceBernstein High Income Fund
AllianceBernstein Global Real Estate Investment Fund
AllianceBernstein Global Growth Fund
AllianceBernstein Global High Income Fund
AllianceBernstein International Growth Fund
AllianceBernstein Diversified Yield Fund
AllianceBernstein Greater China '97 Fund
AllianceBernstein Global Bond Fund
The Spain Fund
AllianceBernstein Cap Fund, Inc. on behalf of the following portfolios:
-AllianceBernstein Emerging Markets Multi-Asset Portfolio
-AllianceBernstein Dynamic All Market Fund
-AllianceBernstein Dynamic All Market Plus Fund
