AMENDMENT TO THE CUSTODIAN AGREEMENT
THIS AMENDMENT, dated as of November 11, 2003, between the
AllianceBernstein Greater China '97 Fund, Inc. (the "Fund") the Fund being an
open-end management investment company registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 0000
(xxx 0000 Xxx), and XXXXX BROTHERS XXXXXXXX & Co., a limited partnership formed
under the laws of the State of New York (BBH&Co. or the Custodian), further
amends the Custodian Agreement currently in full force and effect between the
parties (the "Custodian Agreement").
W I T N E S S E T H:
WHEREAS, the Fund has employed BBH&Co. to act as custodian for the Fund's
securities and cash and to provide related services, all as provided in the
Custodian Agreement;
WHEREAS, the Custodian, in the conduct of its safekeeping duties under the
Custodian Agreement has from time to time advanced monies to facilitate
securities settlements or otherwise for benefit of the Fund;
WHEREAS, the Custodian may continue to advance monies to facilitate
securities settlements or otherwise for the benefit of the Fund;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Fund and the Custodian hereby agree, as follows:
1. That Section 6 D., of the Custody Agreement is hereby amended by
the addition of the following:
"In the course of performing its administrative and safekeeping duties
under the Custody Agreement, the Custodian may, or cause the Subcustodian
or other person, from time to time advance its own funds in order to effect
settlement of the Fund's transactions (each an "Advance"). In such
instances, the Fund represents and warrants that each Proper Instruction
issued to the Custodian giving rise to an Advance does not violate any
applicable law or conflict with or constitute a default under the Fund's
prospectus or other organic document, agreement, judgment, order or decree
to which the Fund is a party or by which it is bound. The Fund grants to
the Custodian a security interest in the Fund's securities to the extent
and for the duration of any Advance. The Fund agrees that the Custodian may
secure an Advance by perfecting a security interest in the Fund's
securities under applicable law. The Custodian shall not be obligated to
advance monies to the Fund, and in the event that such Advance occurs, any
transaction giving rise to an Advance shall be for the account and risk of
the Fund and shall not be deemed to be a transaction undertaken by the
Custodian for its own account and risk. If such Advance shall have been
made by a Subcustodian or any other person, the Custodian may assign the
security interest and any other rights granted to the Custodian hereunder
to such Subcustodian or other person. If the Fund shall fail to repay when
due the principal balance of an Advance and accrued and unpaid interest
thereon, the Custodian or its assignee, as the case may be, shall be
entitled to utilize the available cash balance in any cash account and to
dispose of Fund securities to the extent necessary to recover payment of
all principal of, and interest on, such Advance in full. Any securities in
which the Custodian has taken a security interest hereunder shall be
treated as financial assets credited to securities accounts under Articles
8 and 9 of the Uniform Commercial Code as adopted in the Commonwealth of
Massachusetts. The Custodian shall have the rights and benefits of a
secured creditor that is a securities intermediary under such Articles 8
and 9. For purposes hereof, all cash deposits shall collectively constitute
a single and indivisible current account with respect to the Fund's
obligations to the Custodian, or its assignee, and balances in such current
account shall be available for satisfaction of the Fund's obligations under
this Section. The Custodian shall further have a right of offset against
the balances in any cash account maintained under this agreement."
Except as specifically amended hereby, the Custodian Agreement shall
continue in full force and effect. In the event of any conflict between this
Amendment and the Custodian Agreement, the terms of this Amendment shall
control.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed as of the date first above written.
AllianceBernstein Greater China '97 Fund, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Treasurer and Chief Financial Officer
Date: January 15, 2004
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
Date:
