Exhibit (8)(a)
CUSTODIAN CONTRACT
Between
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
1. Employment of Custodian and Property to be Held By
It .............................................2
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the United
States ............................................. 3
2.1 Holding Securities........................... 3
2.2 Delivery of Securities....................... 3
2.3 Registration of Securities................... 9
2.4 Bank Accounts................................ 9
2.5 Availability of Federal Funds................10
2.6 Collection of Income.........................11
2.7 Payment of Fund Monies.......................12
2.8 Liability for Payment in Advance of Receipt
of Securities Purchased......................15
2.9 Appointment of Agents........................15
2.10 Deposit of Fund Assets in Securities System..15
2.10A Fund Assets Held in the Custodian's Direct
Paper System.................................18
2.11 Segregated Account ..........................20
2.12 Ownership Certificates for Tax Purposes......22
2.13 Proxies......................................22
2.14 Communications Relating to Portfolio
Securities...................................22
3. Duties of the Custodian with Respect to Property
of the Fund Held Outside of the United States.......23
3.1 Appointment of Foreign Sub-Custodians........23
3.2 Assets to be Held............................24
3.3 Foreign Securities Depositories..............24
3.4 Segregation of Securities....................24
3.5 Agreements with Foreign Banking Institutions.25
3.6 Access of Independent Accountants of
the Fund.....................................26
3.7 Reports by Custodian.........................26
3.8 Transactions in Foreign Custody Account......26
3.9 Liability of Foreign Sub-Custodians..........27
3.10 Liability of Custodian.......................28
3.11 Reimbursement for Advances...................29
3.12 Monitoring Responsibilities..................30
3.13 Branches of U.S. Banks.......................31
3.14 Tax Law......................................31
4. Payments for Sales or Repurchase or Redemptions of
Shares of the Fund..................................32
5. Proper Instructions.................................33
6. Actions Permitted Without Express Authority.........33
7. Evidence of Authority...............................34
8. Duties of Custodian With Respect to the Books of
Account and Calculation of Net Asset Value and Net
Income .............................................35
9. Records ............................................35
10. Opinion of Fund's Independent Accountants...........36
11 Reports to Fund by Independent Public Accountants...36
12. Compensation of Custodian...........................37
13. Responsibility of Custodian.........................37
14. Effective Period, Termination and Amendment.........39
15. Successor Custodian.................................41
16. Interpretive and Additional Provisions..............43
17. Additional Funds....................................41
18. Massachusetts Law to Apply..........................43
19. Prior Contracts.....................................44
20. Shareholder Communications..........................44
CUSTODIAN CONTRACT
This Contract between Alliance Variable Products
Series Fund, Inc., a corporation organized and existing
under the laws of Maryland, having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
hereinafter called the "Fund", and State Street Bank and
Trust Company, a Massachusetts trust company, having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in
separate series, with each such series representing
interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Fund intends to initially offer shares
in nine series, the Money Market Portfolio, the Growth
Portfolio, the Growth and Income Portfolio, the U.S.
Government/High Grade Securities Portfolio, the High-Yield
Portfolio, the Total Return Portfolio, the International
Portfolio, the Short-Term Multi-Market Portfolio, and the
Global Bond Portfolio (such series together with all other
series subsequently established by the Fund and made subject
to this Contract in accordance with paragraph 17, being
herein referred to as the "Portfolio(s)");
NOW THEREFORE, 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 the assets of the Portfolios of the Fund,
including securities which the Fund, on behalf of the
applicable Portfolio 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 on behalf of the Portfolio(s) agrees
to deliver to the Custodian all securities and cash of the
Portfolios, and all payments of income, payments of
principal or capital distributions received by it with
respect to all securities owned by the Portfolio(s) from
time to time, and the cash consideration received by it for
such new or treasury shares of capital stock of the Fund
representing interests in the Portfolios, ("Shares") as may
be issued or sold from time to time. The Custodian shall not
be responsible for any property of a Portfolio held or
received by the Portfolio and not delivered to the
Custodian.
2
Upon receipt of "Proper Instructions" (within the
meaning of Article 5), the Custodian shall on behalf of the
applicable Portfolio(s) from time to time employ one or more
sub-custodians, located in the United States but only in
accordance with an applicable vote by the Board of Directors
of the Fund on behalf of the applicable Portfolio(s). The
Custodian shall be liable to the Fund for losses of
securities or other property held on behalf of the Fund
which result from negligent or willful misconduct of any
sub-custodian so employed or any of its respective officers,
employees, agents or nominees. The Custodian may employ as
sub-custodian for the Fund's foreign Securities on behalf of
the applicable Portfolio(s) the foreign banking institutions
and foreign securities depositories designated in Schedule A
hereto but only in accordance with the provisions of
Article 3.
2. Duties of the Custodian with Respect to Property of the
Fund Meld By the Custodian in the United States
2.1 Holding Securities. The Custodian shall bold and
physically segregate for the account of each Portfolio
all non-cash property, to be held by it in the United
States including all domestic securities owned by such
Portfolio, other than (a) securities which are
maintained pursuant to Section 2.10 in a clearing
agency which acts as a securities depository or in a
3
book-entry system authorized by the U.S. Department of
the Treasury, collectively referred to herein as
"Securities System" and (b) commercial paper of an
issuer for Rich State Street Bank and Trust Company
acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Direct
Paper System of the Custodian pursuant to Section
2.10A.
2.2 Delivery of Securities. The Custodian shall release
and deliver domestic securities owned by a Portfolio
held by the Custodian or in a Securities System
account of the Custodian or in the Custodian's Direct
Paper book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio,
which may be continuing instructions when deemed
appropriate by the parties, and only in the following
cases:
1) Upon sale of such securities for the account
of the Portfolio and receipt of payment
therefor;
2) Upon the receipt of payment in connection
with any repurchase agreement related to
such securities entered into by the
Portfolio;
4
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.10 hereof;
4) To the depository agent in connection with
tender or other similar offers for
securities Of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in
any such case, the caste or other
consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Portfolio or
into the name of any nominee or nominees of
the Custodian or into the name or nominee
name of any agent appointed pursuant to
Section 2.9 or into the name or nominee name
of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate
face amount or number of units; provided
that, in any such case, the new securities
are to be delivered to the Custodian;
5
7) Upon the sale of such securities for the
account of the Portfolio, to the broker or
its clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such
securities except as may arise from the
Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the issuer
of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit
agreement; provided that, in any such case,
the new securities and cash, if any, are to
be delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
6
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash
or obligations issued by the United States
government, its agencies or instrumen-
talities, except that in connection with any
loans for which collateral is to be credited
to the Custodian's account in the book-entry
system authorized by the U.S. Department of
the Treasury, the Custodian will not be held
liable or responsible for the delivery of
securities owned by the Portfolio prior to
the receipt of such collateral;
11) For delivery as security in connection with
any borrowings by the Fund on behalf of the
Portfolio requiring a pledge of assets by
7
the Fund on behalf of the Portfolio, but
only against receipt of amounts borrowed;
12) For delivery in accordance with the
provisions of any agreement among the Fund
on behalf of the Portfolio, the Custodian
and a broker-dealer registered under the
Securities Exchange Act of 1934 (the
"Exchange Act") and a member of The National
Association of Securities Dealers, Inc.
("NASD"), relating to compliance with the
rules of The Options Clearing Corporation
and of any registered national securities
exchange, or of any similar organization or
organizations, regarding escrow or other
arrangements in connection with transactions
by the Portfolio of the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund
on behalf of the Portfolio, the Custodian,
and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating
to compliance with the rules of the
Commodity Futures Trading Commission and/or
any Contract Market, or any similar
organization or organizations, regarding
8
account deposits in connection with
transactions by the Portfolio of the Fund;
14) Upon receipt of instructions from the
transfer agent ("Transfer Agent") for the
Fund, for delivery to such Transfer Agent or
to the borders of shares in connection with
distributions in kind, as may be described
from time to time in the currently effective
prospectus and statement of additional
information of the Fund, related to the
Portfolio ("Prospectus"), in satisfaction of
requests by borders of Shares for repurchase
or redemption; and
15) For any other proper corporate purpose, but
only upon receipt of, in addition to Proper
Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a
resolution of the Board of Directors or of
the Executive Committee signed by an officer
of the Fund and certified by the Secretary
or an Assistant Secretary, specifying the
securities of the Portfolio to be delivered,
setting forth the purpose for Rich such
delivery is to be made, declaring such
purpose to be a proper corporate purpose,
9
and naming the person or persons to Boom
delivery of curb securities shall be made.
2.3 Registration of Securities. Domestic securities held
by the Custodian (other than bearer securities) shall
be registered in the name of the Portfolio or in the
name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which
nominee shall be assigned exclusively to the
Portfolio, unless the Fund teas authorized in writing
the appointment of a nominee to be used in common with
other registered investment companies baying the same
investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to
Section 2.9 or in the name or nominee name of any sub-
custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the
Portfolio under the terms of this Contract shall be in
"street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall
utilize Its best efforts only to timely collect income
due the Fund on such securities and to notify the Fund
on a best efforts basis only of relevant corporate
actions including, without limitation, pendency of
calls, maturities, tender or exchange offers.
10
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States
in the name of each Portfolio of the Fund, subject
only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold
in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained
by the Portfolio in a bank account established and
used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the
Custodian for a Portfolio may be deposited by it to
its credit as Custodian in the Banking Department of
the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary
or desirable; provided, however, that every such bank
or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and
that each such bank or trust company and the funds to
be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be
approved by vote of a majority of the Board of
Directors of the Fund. Such funds shall be deposited
by the Custodian in its capacity as Custodian and
shall be withdrawable by the Custodian only in that
11
capacity. Any bank account maintained pursuant to this
Section 2.4 shall be subject to the terms and
conditions of this Agreement.
2.5 Availability of Federal Funds. Upon mutual agreement
between the Fund on behalf of each applicable
Portfolio and the Custodian, the Custodian shall, upon
the receipt of Proper Instructions from the Fund on
behalf of a Portfolio, make federal funds available to
such Portfolio as of specified times agreed upon from
time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of
such Portfolio which are deposited into the
Portfolio's account.
2.6 Collection of Income. Subject to the provisions of
Section 2.3, The Custodian shall collect on a timely
basis all income and other payments with respect to
registered domestic securities held hereunder to which
each Portfolio shall be entitled either by law or
pursuant to custom in the securities business, and
shall collect on a timely basis all income and other
payments with respect to bearer domestic securities
if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent
thereof and shall credit such income, as collected, to
such Portfolio's custodian account. Without limiting
12
the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other
income items requiring presentation as and when they
become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio
on securities loaned pursuant to the provisions of
Section 2.2 (10) shall be the responsibility of the
Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to
provide the Fund with such information or data as may
be necessary to assist the Fund in arranging for the
timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper
Instructions from the Fund on behalf of the applicable
Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases
only:
1) Upon the purchase of domestic securities,
options, futures contracts or options on
futures contracts for the account of the
Portfolio but only (a) against the delivery
of such securities or evidence of title to
such options, futures contracts or options
13
on futures contracts to the Custodian (or
any bank, banking firm or trust company
doing business in the United States or
abroad which is qualified under the
Investment Company Act of 1940, as amended,
to act as a custodian and has been
designated by the Custodian as its agent for
this purpose) registered in the name of the
Portfolio or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the
case of a purchase effected through a
Securities System, in accordance with the
conditions set forth in Section 2.10 hereof;
(c) in the case of a purchase involving the
Direct Paper System, in accordance with the
conditions set forth in Section 2.10A; (d)
in the case of repurchase agreements entered
into between the Fund on behalf of the
Portfolio and the Custodian, or another
bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the
securities either in certificate form or
through an entry crediting the Custodian's
account at the Federal Reserve Bank with
14
such securities or (ii) against delivery of
the receipt evidencing purchase by the
Portfolio of securities owned by the
Custodian along with written evidence of the
agreement by the Custodian to repurchase
such securities from the Portfolio or (e)
for transfer to a time deposit account of
the Fund in any bank, whether domestic or
foreign; such transfer may be effected prior
to receipt of a confirmation from a broker
and/or the applicable bank pursuant to
proper instructions from the Fund as defined
in article 5;
2) In connection with conversion, exchange or
surrender of securities owned by the
Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of shares
issued by the Portfolio as set forth in
Article 4 hereof;
4) For the payment of any expense or liability
incurred by the Portfolio, including but not
limited to the following payments for the
account of the Portfolio: interest, taxes,
management, accounting, transfer agent and
15
legal fees, and operating expenses of the
Fund whether or not such expenses are to be
in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends on Shares
of the Portfolio declared pursuant to the
governing documents of the Fund;
6) For payment of the amount of dividends
received in respect of securities sold
short;
7) For any other proper purpose, but only upon
receipt of, in addition to Proper
Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution
of the Board of Directors or of the
Executive Committee of the Fund signed by an
officer of the Fund and certified by its
Secretary or an Assistant Secretary,
specifying the amount of such payment,
setting forth the purpose for which such
payment is to be made, declaring such
purpose to be a proper purpose, and naming
the person or persons to whom such payment
is to be made.
16
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased. Except as specifically stated
otherwise in this Contract, in any and every case
where payment for purchase of domestic securities for
the account of a Portfolio is made by the Custodian in
advance of receipt of the securities purchased in the
absence of specific written instructions from the Fund
on behalf of such Portfolio to so pay in advance, the
Custodian shall be absolutely liable to the Fund for
such securities to the same extent as if the
securities had been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time
or times in its discretion appoint (and may at any
time remove) any other bank or trust company which is
itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent
to carry out such of the provisions of this Article 2
as the Custodian may from time to time direct;
provided, however, that the appointment of any agent
shall not relieve the Custodian of its responsibili-
ties or liabilities hereunder.
2.10 Deposit of Fund Assets in Securities Systems. The
Custodian may deposit and/or maintain securities owned
by a Portfolio in a clearing agency registered with
the Securities and Exchange Commission under Section
17
17A of the Securities Exchange Act of 1934, which acts
as securities depository, or in the book-entry system
authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to
herein as "Securities System" in accordance with
applicable Federal Reserve Board and Securities and
Exchange Commission sales and regulations, if any, and
subject to the following provisions:
1) The Custodian may keep securities of the
Portfolio in a Securities System provided
that such securities are represented in an
account ("Account") of the Custodian in the
Securities System which shall not include
any assets of the Custodian other than
assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in a Securities System shall
identify by book-entry those securities
belonging to the Portfolio;
3) The Custodian shall pay for securities
purchased for the account of the Portfolio
upon (i) receipt of advice from the
Securities System that such securities have
18
been transferred to the Account, and (ii)
the making of an entry on the records of the
Custodian to reflect such payment and
transfer for the account of the Portfolio.
The Custodian shall transfer securities sold
for the account of the Portfolio upon (i)
receipt of advice from the Securities System
that payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Custodian to reflect such transfer and
payment for the account of the Portfolio.
Copies of all advices from the Securities
System of transfers of securities for the
account of the Portfolio shall identify the
Portfolio, be maintained for the Portfolio
by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian
shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to
or from the account of the Portfolio in the
form of a written advice or notice and shall
furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets
reflecting each day's transactions in the
19
Securities System for the account of the
Portfolio.
4) The Custodian shall provide the Fund for the
Portfolio with any report obtained by the
Custodian on the Securities System's
accounting system, internal accounting
control and procedures for safeguarding
securities deposited in the Securities
System;
5) The Custodian Shall have received from the
Fund on behalf of the Portfolio the initial
or annual certificate, as the case may be,
required by Article 14 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Fund for the benefit of the
Portfolio for any loss or damage to the
Portfolio resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of
its or their employees or from failure of
the Custodian or any such agent to enforce
effectively such rights as it may have
against the Securities System; at the
20
election of the Fund, it shall be entitled
to be Subrogated to the rights of the
Custodian with respect to any claim against
the Securities System or any other person
which the Custodian may have as a
consequence of any such loss or damage if
and to the extent that the Portfolio has not
been made whole for any such loss or damage.
2.10A Fund Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain
securities owned by a Portfolio in the Direct Paper
System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions from the Fund
on behalf of the Portfolio;
2) The Custodian may keep securities of the
Portfolio in the Direct Paper System only if
such securities are represented in an
account ("Account") of the Custodian in the
Direct Paper System which shall not include
any assets of the Custodian other than
assets held as a fiduciary, custodian or
otherwise for customers;
21
3) The records of the Custodian with respect to
securities of the Portfolio which are
maintained in the Direct Paper System shall
identify by book-entry those securities
belonging to the Portfolio;
4) The Custodian shall pay for securities
purchased for the account of the Portfolio
upon the making of an entry on the records
of the Custodian to reflect such payment and
transfer of securities to the account of the
Portfolio. The Custodian shall transfer
securities sold for the account of the
Portfolio upon the making of an entry on the
records of the Custodian to reflect such
transfer and receipt of payment for the
account of the Portfolio;
5) The Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each
transfer to or from the account of the
Portfolio, in the form of a written advice
or notice, of Direct Paper on the next
business day following such transfer and
shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets
reflecting each day's transaction in the
22
Securities System for the account of the
Portfolio;
6) The Custodian shall provide the Fund on
behalf of the Portfolio with any report on
its system of internal accounting control as
the Fund may reasonably request from time to
time.
2.11 Segregated Account. The Custodian shall upon receipt
of Proper Instructions from the Fund on behalf of each
applicable Portfolio establish and maintain a
segregated account or accounts for and on behalf of
each such Portfolio, into which account or accounts
may be transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.10 hereof, (i) in accordance
with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-
dealer registered under the Exchange Act and a member
of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating
to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission
or any registered contract market), or of any similar
organization or organizations, regarding escrow or
23
other arrangements in connection with transactions by
the Portfolio, (ii) for purposes of segregating cash
or government securities in connection with options
purchased, sold or written by the Portfolio or
commodity futures contracts or options thereon
purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the
procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of
the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered
investment companies and (iv) for other proper
corporate purposes, but only, in the case of clause
(iv), upon receipt of, in addition to Proper
Instructions from the Fund on behalf of the applicable
Portfolio, a certified copy of a resolution of the
Board of Directors or of the Executive Committee
signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
24
connection with receipt of income or other payments
with respect to domestic securities of each Portfolio
held by it and in connection with transfers of
securities.
2.13 Proxies. The Custodian shall, with respect to the
domestic securities held hereunder, cause to be
promptly executed by the registered holder of such
securities, if the securities are registered otherwise
than in the name of the Portfolio or a nominee of the
Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and
shall promptly deliver to the Portfolio such proxies,
all proxy soliciting materials and all notices
relating to such securities.
2.14 Communications Relating to Portfolio Securities.
Subject to the provisions of Section 2.3, the
Custodian shall transmit promptly to the Fund for each
Portfolio all written information (including, without
limitation, pendency of calls and maturities of
domestic securities and expirations of rights in
connection therewith and notices of exercise of call
and put options written by the Fund on behalf of the
Portfolio and the maturity of futures contracts
purchased or sold by the Portfolio) received by the
Custodian from issuers of the securities being held
25
for the Portfolio. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the
Portfolio all written information received by the
Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his
agents) making the Lender or exchange offer. If the
Portfolio desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Portfolio shall notify the Custodian
at least three business days prior to the date on
which the Custodian is to take such action.
3. Duties of the Custodian with Respect to Property of the
Fund Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian
to employ as sub-custodians for the Portfolio's
securities and other assets maintained outside the
United States the foreign banking institutions and
foreign securities depositories designated on
Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified
resolution of the Fund's Board of Directors, the
Custodian and the Fund may agree to amend Schedule A
hereto from time to time to designate additional
26
foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the
Custodian to cease the employment of any one or more
such sub-custodians for maintaining custody of the
Portfolio's assets.
3.2 Assets to be Held. The Custodian shall limit the
securities and other assets maintained in the custody
of the foreign ▇▇▇-custodians to: (a) "foreign
securities", as defined in paragraph (c)(l) of Rule
17f-5 under the Investment Company Act of 1940, and
(b) cash sad cash equivalents in such amounts as the
Custodian or the Fund may determine to be reasonably
necessary to effect the Portfolio's foreign securities
transactions.
3.3 Foreign Securities Depositories. Except as may
otherwise be agreed upon in writing by the Custodian
and the Fund, assets of the Portfolios shall be
maintained in foreign securities depositories only
through arrangements implemented by the foreign
banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements
containing the provisions set forth in Section 3.5
hereof. Any securities and other assets maintained in
27
the custody of foreign banking institutions or foreign
securities depositories pursuant to Sections 3.2 or
3.3 shall be subject to the terms of this Agreement.
3.4 Segregation of Securities. The Custodian shall
identify on its books as belonging to each applicable
Portfolio of the Fund, the foreign securities of such
Portfolios held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a
foreign banking institution shall require that such
institution establish a custody account for the
Custodian on behalf of the Fund for each applicable
Portfolio of the Fund and physically segregate in each
account, securities and other assets of the
Portfolios, and, in the event that such institution
deposits the securities of one or more of the
Portfolios in a foreign securities depository, that it
shall identify on its books as belonging to the
Custodian, as agent for each applicable Portfolio, the
securities so deposited.
3.5 Agreements with Foreign Banking Institutions. Each
agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1
hereto and shall provide that: (a) the assets of each
Portfolio will not be subject to any right, charge,
security interest, lien or claim of any kind in favor
28
of the foreign banking institution or its creditors or
agent, except a claim of payment for their safe
custody or administration; (b) beneficial ownership
for the assets of each Portfolio will be freely
transferable without the payment of money or value
other than for custody or administration; (c) adequate
records will be maintained identifying the assets as
belonging to each applicable Portfolio; (d) officers
of or auditors employed by, or other representatives
of the Custodian, including to the extent permitted
under applicable law the independent public
accountants for the Fund, will be given access to the
books and records of the foreign banking institution
relating to its actions under its agreement with the
Custodian; and (e) assets of the Portfolios held by
the foreign sub-custodian will be subject only to the
instructions of the Custodian or its agents.
3.6 Access of Independent Accountants of the Fund. Upon
request of the Fund, the Custodian will use its best
efforts to arrange for the independent accountants of
the Fund to be afforded access to the books and
records of any foreign banking institution employed as
a foreign sub-custodian insofar as such books and
records relate to the performance of such foreign
29
banking institution under its agreement with the
Custodian.
3.7 Reports by Custodian. The Custodian will supply to the
Fund from time to time, as mutually agreed upon,
statements in respect of the securities and other
assets of the Portfolio(s) held by foreign sub-
custodians, including but not limited to an
identification of entities having possession of the
Portfolio(s) securities and other assets and advises
or notifications of any transfers of securities to or
from each custodial account maintained by a foreign
banking institution for the Custodian on behalf of
each applicable Portfolio indicating, as to securities
acquired for a Portfolio, the identity of the entity
baying physical possession of such securities.
3.8 Transactions in Foreign Custody Account
(a) Except as otherwise provided in paragraph (b) of
this Section 3.8, the provision of Sections 2.2 and
2.7 of this Contract shall apply, mutatis mutandis to
the foreign securities of the Fund held outside the
United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to
the contrary, settlement and payment for securities
received for the account of each applicable Portfolio
and delivery of securities maintained for the account
30
of each applicable Portfolio may be effected in
accordance with the customary established securities
trading or securities processing practices and
procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of
receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such
entity's nominee to the same extent as set forth in
Section 2.3 of this Contract.
3.9 Liability of Foreign Sub-Custodians. Each agreement
pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care in
the performance of its duties and to indemnify, and
hold harmless, the Custodian and each Fund from and
against any loss, damage, cost, expense, liability or
claim arising out of or in connection with the
institutions performance of such obligations. At the
election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect
31
to any claims against a foreign banking institution 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.
3.10 Liability of Custodian. The Custodian shall be liable
for the acts or omissions of a foreign banking
institution to the same extent as set forth with
respect to sub-custodians generally in this Contract
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 3.13 hereof, 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.
Nothing contained in any contract between the
Custodian and any sub-custodian, foreign banking
institution, foreign securities depository, branch of
a U.S. bank or other agent shall diminish or otherwise
alter the liability of the Custodian to the Fund.
Notwithstanding the foregoing provisions of this
paragraph 3.10, in delegating custody duties to ▇▇▇▇▇
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Ltd., the Custodian shall not be
relieved of any responsibility to the Fund for any
loss due to such delegation, except such 1055 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.
3.11 Reimbursement for Advances. If the Fund requires the
Custodian to advance cash or securities for any
purpose for the benefit of a Portfolio including the
purchase or sale of foreign exchange or of contracts
for foreign exchange, 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 applicable Portfolio shall
33
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
such Portfolios assets to the extent necessary to
obtain reimbursement.
3.12 Monitoring Responsibilities. The Custodian shall
furnish annually to the Fund, during the month of
June, information concerning the foreign sub-
custodians employed by the Custodian. Such information
shall be similar in kind and scope to that furnished
to the Fund in connection with the initial approval Of
this Contract. In addition, the Custodian will
promptly inform the Fund in the event that the
Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any
material loss of the assets of the Fund or in the case
of any foreign sub-custodian not the subject of an
exemptive order from the Securities and Exchange
Commission is notified by such foreign sub-custodian
that there appears to be a substantial likelihood that
its shareholders' equity will decline below $200
million (U.S. dollars or the equivalent thereof) or
that its shareholders' equity has declined below $200
million (in each case computed in accordance with
generally accepted U.S. accounting principles).
34
3.13 Branches of U.S. Banks
(a) Except as otherwise set forth in this Contract,
the provisions hereof shall not apply where the
custody of the Portfolios assets are maintained in a
foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the Investment
Company Act of 1940 meeting the qualification set
forth in Section 26(a) of said Act. The appointment of
any such branch as a sub-custodian Shall be governed
by paragraph 1 of this Contract.
(b) Cash held for each Portfolio of the Fund in the
United Kingdom shall be maintained in an interest
bearing account established for the Fund with the
Custodian's London branch, which account shall be
subject to the direction of the Custodian, State
Street London Ltd. or both.
3.14 Tax Law
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 of America or 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
35
jurisdictions other than those mentioned in the above
sentence, 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 jurisdictions
for which the Fund has provided such information.
4. Payments for Sales or Repurchases or Redemptions of
Shares of the Fund
The Custodian shall receive from the distributor for
the Shares or from the Transfer Agent of the Fund and
deposit into the account of the appropriate Portfolio such
payments as are received for Shares of that Portfolio issued
or sold from time to time by the Fund. The Custodian will
provide timely notification to the Fund on behalf of each
such Portfolio and the Transfer Agent of any receipt by it
of payments for Shares of such Portfolio.
From such funds as may be available for the purpose
but subject to the limitations of the Articles of
Incorporation and any applicable votes of the Board of
Directors of the Fund pursuant thereto, the Custodian shall,
upon receipt of instructions from the Transfer Agent, make
funds available for payment to holders of Shares who have
36
delivered to the Transfer Agent a request for redemption or
repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Portfolio, the
Custodian is authorized upon receipt of instructions from
the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection
with the redemption or repurchase of Shares of the Fund, the
Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the
Fund to the holder of Shares, when presented to the
Custodian in accordance with such procedures and controls as
are mutually agreed upon from time to time between the Fund
and the Custodian.
5. Proper Instructional
Proper Instructions as used throughout this Contract
means a writing signed or initialled by one or more person
or persons as the Board of Directors shall have from time to
time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved,
including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered
Proper Instructions if the Custodian reasonably believes
them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The
Fund shall cause all oral instructions to be confirmed in
37
writing. Upon receipt of a certificate of the Secretary or
an Assistant Secretary as to the authorization by the Board
of Directors of the Fund accompanied by a detailed
description of procedures approved by the Board of
Directors, Proper Instructions may include communications
effected directly between electro-mechanical or electronic
devices provided that the Board of Directors and the
Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolios' assets. For purposes of this
Section, Proper Instructions shall include instructions
received by the Custodian pursuant to any three party
agreement which requires a segregated asset account in
accordance with Section 2.11.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express
authority from the Fund on behalf of each applicable
Portfolio:
1) make payments to itself or others for minor
expenses of handling securities or other similar items
relating to its duties under this Contract, provided that
all such payments Shall be accounted for to the Fund on
behalf of the Portfolio;
2) surrender securities in temporary form for
securities in definitive form;
38
3) endorse for collection, in the name of the
Portfolio, checks, drafts and other negotiable instruments;
and
4) in general, attend to all non-discretionary
details in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of the Portfolio except as otherwise directed
by the Board of Directors of the Fund.
7. Evidence of Authority
The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have
been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote
of the Board of Directors of the Fund as conclusive evidence
(a) of the authority of any person to act in accordance with
such vote or (b) of any determination or of any action by
the Board of Directors pursuant to the Articles of
Incorporation as described in such vote, and such vote may
be considered as in full force and effect until receipt by
the Custodian of written notice to the contrary.
8. Duties of Custodial with Respect to the Books of Account
39
and Calculation of Net Assent Value and Net Income
The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by
the Board of Directors of the Fund to keep the books of
account of each Portfolio and/or compute the net asset value
per share of the outstanding shares of each Portfolio or, if
directed in writing to do so by the Fund on behalf of the
Portfolio, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the
Portfolio as described in the Fund's currently effective
prospectus related to such Portfolio and shall advise the
Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer
of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its
various components. The calculations of the net asset value
per share and the daily income of each Portfolio shall be
made at the time or times described from time to time in the
Fund's currently effective prospectus related to such
Portfolio.
9. Records
The Custodian shall with respect to each Portfolio
create and maintain all records relating to its activities
and obligations under this Contract in such manner as will
40
meet the obligations of the Fund under the Investment
Company Act of 1940, with particular attention to Section 31
thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees
or agents of the Fund and employees and agents of tab
Securities and Exchange Commission. The Custodian shall, at
the Fund's request, supply the Fund with a tabulation of
securities owned by each Portfolio and held by the Custodian
and shall, when 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 on behalf of each applicable Portfolio 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-1A, and Form N-SAR or other annual reports
to the Securities and Exchange Commission and with respect
to any other requirements of such Commission.
41
11. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, on behalf of
each of the Portfolios at such times as the Fund may
reasonably require, with reports by independent public
accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian
under this Contract; such reports, shall be of sufficient
scope and in deficient detail, an may reasonably be required
by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the
reports shall so state.
12. 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 on behalf of
each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
The Custodian shall exercise the standard of care that
a professional custodian engaged in the banking or trust
company industry and having professional expertise in
financial and securities processing transactions and custody
42
would observe in providing the aforesaid services. So long
as and to the extent that it is in the exercise of the
above-stated standard of 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,
including any futures commission merchant acting pursuant to
the terms of a three-party futures or options agreement. The
custodian shall be held to the exercise of the above-stated
standard of 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. To the extent stated above, the
Custodian shall be responsible for loss or damage to
property under its care, custody, possession or control, or
under the care, custody, possession or control of a sub-
custodian, foreign banking institution, foreign securities
43
depository, U.S. banking institution or other agents
utilized in connection with this Agreement.
The Custodian shall be liable for the acts or
omissions of a foreign banking institution, foreign
securities depository, branch of a U.S. bank or other agent
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 (except as
specifically provided in Article 3.10) 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 3.13
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 of 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 on behalf of a Portfolio 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 or the
Portfolio being liable for the payment of money or incurring
44
liability of some other form, the Fund on behalf of the
Portfolio, 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.
Except as otherwise agreed to in writing, any
securities or other property of the Fund at any time in the
possession of the Custodian or any sub-custodian or agent of
the Custodian may at all times be held and treated as
collateral for the payment of securities for which payment
has not been made, or for the purchase or sale of foreign
exchange or of contracts for foreign exchange,
notwithstanding the provisions of Section 15. The Custodian
shall have a continuing lien on such securities and other
property of the Fund only to the extent that the Custodian,
any sub-custodian or agent of the Custodian has expended its
own funds (exclusive of out-of-pocket expenses) to pay for
such securities and other property in accord with
instructions from the Fund, as required by accepted industry
practice or as the Custodian may elect in effecting the
execution of the Fund's instructions.
14. 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
45
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 with respect to a
Portfolio 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
has approved the initial use of a particular Securities
System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that
the Board of Directors has reviewed the use by such
Portfolio of such Securities System, as required in each
case by Rule 17f-4 under the Investment Company Act of 1940,
as amended and that the Custodian shall not with respect to
a Portfolio act under Section 2.10A hereof in the absence of
receipt of an initial certificate of the Secretary or an
Assistant Secretary that the Board of Directors has approved
the initial use of the Direct Paper System by such Portfolio
and the receipt of an annual certificate of the Secretary or
an Assistant Secretary that the Board of Directors has
reviewed the use by such Portfolio of the Direct Paper
System; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of
46
the Articles of Incorporation, and further provided, that
the Fund on behalf of one or more of the Portfolios may at
any time by action of its Board of Directors (i) substitute
another bank or trust company for the Custodian by giving
notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian
by the Comptroller of the Currency or upon the happening of
a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf
of each applicable Portfolio shall pay to the Custodian such
compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for
its costs, expenses and disbursements.
15. Successor Custodian
If a successor custodian for the Fund, of one or more
of the Portfolios shall be appointed by the Board of
Directors of the Fund, the Custodian shall, upon
termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for
transfer, all securities of each applicable Portfolio then
held by it hereunder and shall transfer to an account of the
successor custodian all of the securities of each such
Portfolio held in a Securities System.
47
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of Directors of the Fund,
deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with
such vote.
In the event that no written order designating a
Successor custodian or certified copy of a vote of the Board
of Directors shall have been delivered to the Custodian on
or before the date when such termination shall become
effective, Men the Custodian shall have the right to deliver
to a bank or trust company, which is a "bank" as defined in
the Investment Company Act of 1940, doing business in
Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $25,000,000,
all securities, funds and other properties held by the
Custodian on behalf of each applicable Portfolio and all
instruments held by the Custodian relative thereto and all
other property held by it under this Contract on behalf of
each applicable Portfolio and to transfer to an account of
such successor custodian all of the securities of each such
Portfolio held in any Securities System. Thereafter, such
bank or trust company shall be the successor of the
Custodian under this Contract.
48
In the event that securities, funds and other
properties remain in the possession of the Custodian after
the date of termination hereof owing to failure of the Fund
to procure the certified copy of the vote referred to or of
the Board of Directors to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its
services during such period as the Custodian retains
possession of such securities, funds and other properties
and the provisions of this Contract relating to the duties
and obligations of the Custodian shall remain in full force
and effect.
16. Interprecive and Additional Provisions
In connection with the operation of this Contract, the
Custodian and the Fund on behalf of each of the Portfolios,
may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Contract as may
in their joint opinion be consistent with the general tenor
of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and
shall be annexed hereto, provided that no such interpretive
or additional provisions shall contravene any applicable
federal or state regulations or any provision of the
Articles of Incorporation of the Fund. No interpretive or
additional provisions made as provided in the preceding
49
sentence shall be deemed to be an amendment of this
Contract.
17. Additional Funds
In the event that the Fund establishes one or more
series of Shares in addition to the Money Market Portfolio,
the Growth Portfolio, the Growth and Income Portfolio, the
U.S. Government/High Grade Securities Portfolio, the High-
Yield Portfolio, the Total Return Portfolio, the
International Portfolio, the Short-Term Multi-Market
Portfolio, and the Global Bond Portfolio with respect to
which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the
Custodian in writing, and if the Custodian agrees in writing
to provide such services, such series of Shares shall become
a Portfolio hereunder.
18. Massachusetts Law to Apply
This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.
19. Prior Contracts
This Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Fund on behalf
of each of the Portfolios and the Custodian relating to the
custody of the Fund's assets.
50
20. Shareholder Communications
Securities and Exchange Commission Rule 14b-2 requires
banks which hold securities for the account of customers to
respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of
that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In
order to comply with the rule, we need you to indicate
whether you authorize us to provide Your name, address, and
share position to requesting companies whose stock You own.
If you tell us "no", we will not provide this information to
requesting companies. If you tell us "yes" or do not check
either "yes" or "no" below, we are required by the rule to
treat you as consenting to disclosure of this information
for all securities owned by you or any funds or accounts
established by you. For your protection, the Rule prohibits
the requesting company from using your name and address for
any purpose other than corporate communications. Please
indicate below whether you consent or object by checking one
of the alternatives below.
YES [ ] You are authorized to release our name,
address, and share positions.
NO [X] You are not authorized to release our name,
address, and share positions.
51
IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf by its
duly authorized representative and its seal to be hereunder
affixed as of the 26th day of March 1993.
ATTEST ALLIANCE VARIABLE PRODUCTS SERIES
FUND, INC.
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BY /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
____________________ _____________________________
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ M.E. Bonono By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
___________________ _____________________________
M.E. Bonono ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary Executive Vice President
52
00250292.BC8
Schedule A
The following foreign banking institutions and foreign
securities depositories have been approved by the Board of
Directors of Alliance Variable Products Series Fund, Inc.
for use as sub-custodians for the Fund's securities and
other assets:
(Insert banks and securities depositories)
Certified:
_________________________
Fund's Authorized Officer
Date:____________________
00250292.BC8