AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of June 1, 1999, by and
between The Alliance Portfolios (formerly known as The Equitable Funds) (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 July 25, 1988 (as amended and in effect from time to time, the
"Contract"); and
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 the Fund is presently comprised of the following series,
made subject to the Contract: Alliance Conservative Investors Fund, Alliance
Growth Investors Fund, Alliance Growth Fund, and Alliance Short-Term U.S.
Government Fund; and
WHEREAS, the Fund and the Custodian desire to amend certain provisions of
the Contract to accommodate the Custodian's delegation of sub-custody
responsibilities to its affiliate, State Street Trust Company Canada;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Contract, pursuant to the terms thereof, as follows:
I. Paragraph 3.10 is hereby amended to read as folio
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 otherwise resulting from a bank or a securities depository
failure to exercise reasonable care. Notwithstanding the foregoing
provisions of this paragraph 3.10, (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 risk of loss (excluding a bankruptcy or insolvency of State Street
London Ltd. not caused by political risk) for which neither the Custodian
nor State Street London Ltd. would be liable such as loss resulting from
force majeur (including, but not limited to, losses 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).
II. In all respects not inconsistent herewith, the Contract is hereby ratified
and affirmed.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST
COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate Counsel Title: Vice Chairman
WITNESSED BY: THE ALLIANCE PORTFOLIOS
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Legal Administrative Officer Title: Clerk
Schedule A
17f-5 Approval
FUND#
ZX08 --CONSERVATIVE INVESTORS PORTFOLIO
ZX09 --GROWTH INVESTORS PORTFOLIO
ZX02 --GROWTH PORTFOLIO
ZX07 --SHORT-TERM U.S. GOVERNMENT
PORTFOLIO
The Trustees of THE ALLIANCE PORTFOLIOS has approved certain foreign banking
institutions and foreign securities depositories within State Street's Global
Custody Network for use as subcustodian for the Funds securities, cash and cash
equivalents held outside of the United States. Board approval is as indicated by
the Funds Authorized Officer:
Country Subcustodian Central Depository
Canada State Street Trust Company Canada The Canada Depositary
for Securities
Limited (CDS)
Certified by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as of March 15, 1999
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Fund's Authorized Officer Date
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