AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of June 1, 1999, 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 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 follows:
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.
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 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).
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.
STATE STREET BANK AND TRUST COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate Counsel Title: Vice Chairman
WITNESSED BY: ALLIANCE PREMIER GROWTH FUND, INC.
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Title: Legal Administrative
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Secretary Officer
Schedule A
17f-5 Approval
The Board of Directors of ALLIANCE PREMIER GROWTH FUND, INC. #6456 has approved
certain foreign banking institutions and foreign securities depositories within
State Street's Global Custody Network for use as subcustodian for the Fund's
securities, cash and cash equivalents held outside of the United States. Board
approval is as indicated by the Fund's Authorized Officer:
Country Subcustodian Central Depository
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Canada State Street Trust The Canada Depository for
Company Canada Securities Limited (CDS)
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Certified by:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as of March 15, 1999
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Fund's Authorized Officer Date
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