<PAGE>
As filed with the Securities and Exchange
Commission on December 27, 1999
File Nos.
333-90261
811-09687
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3
_______________________________
ALLIANCE DISCIPLINED VALUE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:(212) 969-1000
_____________________________
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Copies of communications to:
Thomas G. MacDonald
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
<PAGE>
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement of Alliance Disciplined Value Fund, Inc. hereby
incorporates by reference all of the information set forth in
Parts A and B of Pre-Effective Amendment No. 2 under the
Securities Act of 1933 which was filed on December 16, 1999. The
purpose of this Post-Effective Amendment is to file an additional
exhibit to the Registration Statement.
<PAGE>
PART C
OTHER INFORMATION
ITEM 23. Exhibits
(a) Articles of Incorporation - Incorporated by reference to
Exhibit (a) to the Registrant's Registration Statement
on Form N-1A, filed with the Securities and Exchange
Commission on November 3, 1999.
(b) By-Laws of the Registrant - Incorporated by reference to
Exhibit (b) to the Registrant's Registration Statement
on Form N-1A, filed with the Securities and Exchange
Commission on November 3, 1999.
(c) Not applicable.
(d) Advisory Agreement between the Registrant and Alliance
Capital Management L.P. - Incorporated by reference to
Exhibit (d) to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-1A (File
Nos. 333-90261 and 811-09687), filed with the Securities
and Exchange Commission on December 16, 1999.
(e) (1) Distribution Services Agreement between the
Registrant and Alliance Fund Distributors, Inc. -
Incorporated by reference to Exhibit (e)(1) to Pre-
Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-
90261 and 811-09687), filed with the Securities and
Exchange Commission on December 16, 1999.
(2) Selected Dealer Agreement between Alliance Fund
Distributors, Inc. and selected dealers offering
shares of Registrant - Incorporated by reference to
Exhibit (e)(2) to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form N-
1A (File Nos. 333-90261 and 811-09687), filed with
the Securities and Exchange Commission on December
16, 1999.
(3) Selected Agent Agreement between Alliance Fund
Distributors, Inc. and selected agents making
available shares of Registrant - Incorporated by
reference to Exhibit (e)(3) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-90261 and
811-09687), filed with the Securities and Exchange
Commission on December 16, 1999.
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(f) Not applicable.
(g) Custodian Contract - Filed herewith.
(h) (1) Transfer Agency Agreement between the Registrant
and Alliance Fund Services, Inc. - Incorporated by
reference to Exhibit (h)(1) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-90261 and
811-09687), filed with the Securities and Exchange
Commission on December 16, 1999.
(2) Expense Limitation Agreement between the Registrant
and Alliance Capital Management L.P. - Incorporated
by reference to Exhibit (h)(2) to Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-90261 and
811-09687), filed with the Securities and Exchange
Commission on December 16, 1999.
(i) (1) Opinion and Consent of Seward & Kissel LLP -
Incorporated by reference to Exhibit (i)(1) to Pre-
Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-
90261 and 811-09687), filed with the Securities and
Exchange Commission on December 16, 1999.
(2) Opinion and Consent of Venable, Baetjer and Howard,
LLP - Incorporated by reference to Exhibit (i)(2)
to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-1A
(File Nos. 333-90261 and 811-09687), filed with the
Securities and Exchange Commission on December 16,
1999.
(j) Consent of Independent Accountants - Incorporated by
reference to Exhibit (j) to Pre-Effective Amendment No.
2 to the Registrant's Registration Statement on Form N-
1A (File Nos. 333-90261 and 811-09687), filed with the
Securities and Exchange Commission on December 16,
1999.
(k) Not applicable.
(l) Investment representation letter of Alliance Capital
Management L.P. - Incorporated by reference to Exhibit
(l) to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-90261
and 811-09687), filed with the Securities and Exchange
Commission on December 16, 1999.
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(m) Rule 12b-1 Plan - See Exhibit (e)(1).
(n) Not applicable.
(o) Rule 18f-3 Plan - Incorporated by reference to Exhibit
(o) to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-90261
and 811-09687), filed with the Securities and Exchange
Commission on December 16, 1999.
Other Exhibits - Powers of Attorney - Incorporated by
reference to Other Exhibits to the Registrant's
Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on December 9, 1999.
ITEM 24. Persons Controlled by or under Common Control with
Registrant.
None. The Registrant is a recently organized
corporation and has no outstanding shares of common
stock.
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ITEM 25. Indemnification.
It is the Registrant's policy to indemnify its directors
and officers, employees and other agents to the maximum
extent permitted by Section 2-418 of the General
Corporation Law of the State of Maryland, which is
incorporated by reference herein, and as set forth in
Article EIGHTH of Registrant's Articles of
Incorporation, filed as Exhibit (a) hereto, Article VII
and Article VIII of Registrant's By-Laws, filed as
Exhibit (b) hereto, and Section 10 of the proposed
Distribution Services Agreement, filed as Exhibit (e)(1)
hereto. The Adviser's liability for any loss suffered
by the Registrant or its shareholders is set forth in
Section 4 of the proposed Advisory Agreement, filed as
Exhibit (d) hereto.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of
whether such indemnification by it is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2,
1980), the Registrant will indemnify its directors,
officers, investment manager and principal underwriters
only if (1) a final decision on the merits was issued by
the court or other body before whom the proceeding was
brought that the person to be indemnified (the
"indemnitee") was not liable by reason or willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office ("disabling conduct") or (2) a reasonable
determination is made, based upon a review of the facts,
that the indemnitee was not liable by reason of
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<PAGE>
disabling conduct, by (a) the vote of a majority of a
quorum of the directors who are neither "interested
persons" of the Registrant as defined in section
2(a)(19) of the Investment Company Act of 1940 nor
parties to the proceeding ("disinterested, non-party
directors"), or (b) an independent legal counsel in a
written opinion. The Registrant will advance attorneys
fees or other expenses incurred by its directors,
officers, investment adviser or principal underwriters
in defending a proceeding, upon the undertaking by or on
behalf of the indemnitee to repay the advance unless it
is ultimately determined that he is entitled to
indemnification and, as a condition to the advance,
(1) the indemnitee shall provide a security for his
undertaking, (2) the Registrant shall be insured against
losses arising by reason of any lawful advances, or
(3) a majority of a quorum of disinterested, non-party
directors of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to
believe that the indemnitee ultimately will be found
entitled to indemnification.
The Registrant participates in a joint
trustees/directors and officers liability insurance
policy issued by the ICI Mutual Insurance Company.
Coverage under this policy has been extended to
directors, trustees and officers of the investment
companies managed by Alliance Capital Management L.P.
Under this policy, outside trustees and directors are
covered up to the limits specified for any claim against
them for acts committed in their capacities as trustee
or director. A pro rata share of the premium for this
coverage is charged to each investment company and to
the Adviser.
ITEM 26. Business and Other Connections of Adviser.
The descriptions of Alliance Capital Management L.P.
under the captions "Management of the Fund" in the
Prospectus and in the Statement of Additional
Information constituting Parts A and B, respectively, of
this Registration Statement are incorporated by
reference herein.
The information as to the directors and executive
officers of Alliance Capital Management Corporation, the
general partner of Alliance Capital Management L.P., set
forth in Alliance Capital Management L.P.'s Form ADV
filed with the Securities and Exchange Commission on
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April 21, 1988 (File No. 801-32361) and amended through
the date hereof, is incorporated by reference.
ITEM 27. Principal Underwriters.
(a) Alliance Fund Distributors, Inc., the Registrant's
Principal Underwriter in connection with the sale of
shares of the Registrant. Alliance Fund Distributors,
Inc. acts as Principal Underwriter or Distributor for
the following investment companies:
AFD Exchange Reserves
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
Alliance Capital Reserves
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Global Strategic Income Trust, Inc.
Alliance Government Reserves
Alliance Greater China '97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance Health Care Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance Institutional Funds, Inc.
Alliance Institutional Reserves, Inc.
Alliance International Fund
Alliance International Premier Growth Fund, Inc.
Alliance Limited Maturity Government Fund, Inc.
Alliance Money Market Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
Alliance Municipal Income Fund II
Alliance Municipal Trust
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance Select Investor Series, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Variable Products Series Fund, Inc.
Alliance Worldwide Privatization Fund, Inc.
The Alliance Fund, Inc.
The Alliance Portfolios
(b) The following are the Directors and Officers of Alliance
Fund Distributors, Inc., the principal place of business
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<PAGE>
of which is 1345 Avenue of the Americas, New York, New
York, 10105.
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME UNDERWRITER REGISTRANT
Michael J. Laughlin Director and Chairman
John D. Carifa Director President,
Director
Robert L. Errico Director and President
Geoffrey L. Hyde Director and Senior
Vice President
Dave H. Williams Director
David Conine Executive Vice President
Richard K. Saccullo Executive Vice President
Edmund P. Bergan, Jr. Senior Vice President, Secretary
General Counsel and
Secretary
Richard A. Davies Senior Vice President
and Managing Director
Robert H. Joseph, Jr. Senior Vice President
and Chief Financial Officer
Anne S. Drennan Senior Vice President
and Treasurer
Benji A. Baer Senior Vice President
Karen J. Bullot Senior Vice President
John R. Carl Senior Vice President
James S. Comforti Senior Vice President
James L. Cronin Senior Vice President
Daniel J. Dart Senior Vice President
Byron M. Davis Senior Vice President
Mark J. Dunbar Senior Vice President
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<PAGE>
Donald N. Fritts Senior Vice President
Bradley F. Hanson Senior Vice President
George H. Keith Senior Vice President
Richard E. Khaleel Senior Vice President
Stephen R. Laut Senior Vice President
Susan L. Matteson-King Senior Vice President
Daniel D. McGinley Senior Vice President
Antonios G. Poleondakis Senior Vice President
Robert E. Powers Senior Vice President
Kevin A. Rowell Senior Vice President
Raymond S. Sclafani Senior Vice President
Gregory K. Shannahan Senior Vice President
Joseph F. Sumanski Senior Vice President
Peter J. Szabo Senior Vice President
William C. White Senior Vice President
Nicholas K. Willett Senior Vice President
Richard A. Winge Senior Vice President
Gerard J. Friscia Vice President and
Controller
Ricardo Arreola Vice President
Kenneth F. Barkoff Vice President
Charles M. Barrett Vice President
Gregory P. Best Vice President
Casimir F. Bolanowski Vice President
Robert F. Brendli Vice President
Christopher L. Butts Vice President
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<PAGE>
Timothy W. Call Vice President
Jonathan W. Cangalosi Vice President
Kevin T. Cannon Vice President
William W. Collins, Jr. Vice President
Leo H. Cook Vice President
Russell R. Corby Vice President
John W. Cronin Vice President
William J. Crouch Vice President
Robert J. Cruz Vice President
Richard W. Dabney Vice President
John F. Dolan Vice President
Richard P. Dyson Vice President
John C. Endahl Vice President
John E. English Vice President
Sohaila S. Farsheed Vice President
Duff C. Ferguson Vice President
Daniel J. Frank Vice President
Shawn C. Gage Vice President
Andrew L. Gangolf Vice President and Assistant
Assistant General Secretary
Counsel
Alex G. Garcia Vice President
Michael J. Germain Vice President
Mark D. Gersten Vice President Treasurer and
Chief
Financial
Officer
John Grambone Vice President
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<PAGE>
Charles M. Greenberg Vice President
Alan Halfenger Vice President
William B. Hanigan Vice President
Michael S. Hart Vice President
Timothy A. Hill Vice President
Brian R. Hoegee Vice President
George R. Hrabovsky Vice President
Valerie J. Hugo Vice President
Michael J. Hutten Vice President
Scott Hutton Vice President
Oscar J. Isoba Vice President
Richard D. Keppler Vice President
Richard D. Kozlowski Vice President
Daniel W. Krause Vice President
Donna M. Lamback Vice President
P. Dean Lampe Vice President
Nicholas J. Lapi Vice President
Henry Michael Lesmeister Vice President
Eric L. Levinson Vice President
James M. Liptrot Vice President
James P. Luisi Vice President
Jerry W. Lynn Vice President
Michael F. Mahoney Vice President
Shawn P. McClain Vice President
David L. McGuire Vice President
Jeffrey P. Mellas Vice President
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<PAGE>
Michael V. Miller Vice President
Thomas F. Monnerat Vice President
Timothy S. Mulloy Vice President
Joanna D. Murray Vice President
Michael F. Nash, Jr. Vice President
Nicole Nolan-Koester Vice President
Daniel A. Notto Vice President
Peter J. O'Brien Vice President
John C. O'Connell Vice President
John J. O'Connor Vice President
Christopher W. Olson Vice President
Richard J. Olszewski Vice President
Catherine N. Peterson Vice President
James J. Posch Vice President
Domenick Pugliese Vice President and Assistant
Assistant General Secretary
Counsel
Bruce W. Reitz Vice President
Karen C. Satterberg Vice President
John P. Schmidt Vice President
Robert C. Schultz Vice President
Richard J. Sidell Vice President
Clara Sierra Vice President
Teris A. Sinclair Vice President
Scott C. Sipple Vice President
Martine H. Stansbery, Jr. Vice President
Vincent T. Strangio Vice President
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<PAGE>
Andrew D. Strauss Vice President
Michael J. Tobin Vice President
Joseph T. Tocyloski Vice President
Benjamin H. Travers Vice President
David R. Turnbough Vice President
Martha D. Volcker Vice President
Patrick E. Walsh Vice President
Mark E. Westmoreland Vice President
David E. Willis Vice President
Stephen P. Wood Vice President
Emilie D. Wrapp Vice President and
Assistant General
Counsel
Michael W. Alexander Assistant Vice
President
Richard J. Appaluccio Assistant Vice
President
Paul G. Bishop Assistant Vice
President
Mark S. Burns Assistant Vice
President
John M. Capeci Assistant Vice
President
Maria L. Carreras Assistant Vice
President
John P. Chase Assistant Vice
President
William P. Condon Assistant Vice
President
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<PAGE>
Jean A. Coomber Assistant Vice
President
Terri J. Daly Assistant Vice
President
Ralph A. DiMeglio Assistant Vice
President
Faith C. Deutsch Assistant Vice
President
Timothy J. Donegan Assistant Vice
President
Adam E. Engelhardt Assistant Vice
President
Michele Grossman Assistant Vice
President
Theresa Iosca Assistant Vice
President
Erik A. Jorgensen Assistant Vice
President
Eric G. Kalender Assistant Vice
President
Edward W. Kelly Assistant Vice
President
Victor Kopelakis Assistant Vice
President
Evamarie C. Lombardo Assistant Vice
President
Kristine J. Luisi Assistant Vice
President
Kathryn Austin Masters Assistant Vice
President
Richard F. Meier Assistant Vice
President
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<PAGE>
Rizwan A. Raja Assistant Vice
President
Carol H. Rappa Assistant Vice
President
Mark V. Spina Assistant Vice
President
Gayle S. Stamer Assistant Vice
President
Eileen Stauber Assistant Vice
President
Margaret M. Tompkins Assistant Vice
President
Marie R. Vogel Assistant Vice Assistant
President Secretary
Wesley S. Williams Assistant Vice
President
Matthew Witschel Assistant Vice
President
David M. Wolf Assistant Vice
President
Mark R. Manley Assistant Secretary
(c) Not applicable.
ITEM 28. Location of Accounts and Records.
The majority of the accounts, books and other documents
required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder
are maintained as follows: journals, ledgers,
securities records and other original records are
maintained principally at the offices of Alliance Fund
Services, Inc., 500 Plaza Drive, Secaucus, New Jersey,
07094 and at the offices of State Street Bank and Trust
Company, the Registrant's custodian, 225 Franklin
Street, Boston, Massachusetts 02110. All other records
so required to be maintained are maintained at the
offices of Alliance Capital Management L.P., 1345 Avenue
of the Americas, New York, New York, 10105.
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ITEM 29. Management Services.
Not applicable.
ITEM 30. Undertakings.
The Registrant undertakes to provide assistance to
shareholders in communications concerning the removal of
any Director of the Fund in accordance with Section 16
of the Investment Company Act of 1940.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York and the State
of New York, on the 27th day of December, 1999.
Alliance Disciplined Value Fund, Inc.
/s/John D. Carifa
________________________
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
Signature Title Date
_____________ __________ ________
(1) Principal Executive Officer:
/s/ John D. Carifa Chairman and December 27, 1999
______________________ President
John D. Carifa
(2) Principal Financial
and Accounting Officer:
/s/ Mark D. Gersten Treasurer December 27, 1999
_____________________ and Chief
Mark D. Gersten Financial
Officer
(3) All of the Directors:
John D. Carifa William H. Foulk
Ruth Block Dr. James M. Hester
David H. Dievler Clifford L. Michel
John H. Dobkin Donald J. Robinson
/s/ Edmund P. Bergan, Jr.
_________________________ December 27, 1999
Edmund P. Bergan, Jr.
Attorney-in-Fact
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<PAGE>
Index To Exhibits
(g) Custodian Contract.
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00250250.AF4
<PAGE>
CUSTODIAN CONTRACT
This Contract between Alliance Disciplined Value Fund, Inc.,
a corporation organized and existing under the laws of the State
of Maryland, hereinafter called the "Fund", and State Street Bank
and Trust Company, a Massachusetts trust company, hereinafter
called the "Custodian",
WITNESSETH: That 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
its assets, including securities it 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 agrees to deliver to the Custodian all
securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it
with respect to all securities owned by the Fund from time to
time, and the cash consideration received by it for such new or
treasury shares of capital stock ("Shares") of the Fund as may be
issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held or received by the
Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning
of Article 5), the Custodian shall 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, and provided that the Custodian shall have no more or
less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian. The Custodian may
employ as sub-custodians for the Fund's securities and other
assets 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 HELD BY THE CUSTODIAN IN THE UNITED STATES
2.1 HOLDING SECURITIES. The Custodian shall hold and
physically segregate for the account of the Fund all
non-cash property, to be held by it in the United States,
including all domestic investments owned by the Fund, other
than (a) securities which are maintained pursuant to
<PAGE>
Section 2.9 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies
(each, a "U.S. Securities System") and (b) commercial paper
of an issuer for which the Custodian acts as issuing and
paying agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Custodian (the
"Direct Paper System") pursuant to Section 2.10.
2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by the Fund held by the
Custodian or in a U.S. 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, 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
Fund 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 Fund;
3) In the case of a sale effected through a U.S.
Securities System, in accordance with the
provisions of Section 2.9 hereof;
4) To the depository agent in connection with tender
or other similar offers for portfolio securities of
the Fund;
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 cash 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 Fund 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 2.8 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;
2
<PAGE>
7) Upon the sale of such securities for the account of
the Fund, 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 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 Fund, but only against
receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund, which
may be in the form of cash or obligations issued by
the United States government, its agencies or
instrumentalities, 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 Fund prior to the receipt of such collateral;
11) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets
by the Fund, but only against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of
any agreement among the Fund, the Custodian and a
broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a
3
<PAGE>
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 Fund;
13) For delivery in accordance with the provisions of
any agreement among the Fund, 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
account deposits in connection with transactions by
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 holders of shares
in connection with distributions in kind, as may be
described from time to time in the Fund's currently
effective prospectus and statement of additional
information ("prospectus"), in satisfaction of
requests by holders of Shares for repurchase or
redemption; and
15) For any other proper corporate purpose, but only
upon receipt of Proper Instructions specifying the
securities to be delivered setting forth the
purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
delivery of such 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 Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian
which nominee shall be assigned exclusively to the Fund,
unless the Fund has authorized in writing the appointment
of a nominee to be used in common with other registered
investment companies having the same investment adviser as
the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.8 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
Fund under the terms of this Contract shall be in "street
name" or other good delivery form. If, however, the Fund
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<PAGE>
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.
2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in
the name 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 Fund, other than cash maintained by the Fund
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 the Fund 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 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 capacity.
2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall,
upon the receipt of Proper Instructions, make federal funds
available to the Fund 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 the Fund
which are deposited into the Fund'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 United States
registered securities held hereunder to which the Fund
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 United
States bearer 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 the Fund's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and
present for payment all coupons and other income items
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requiring presentation as and when they become due and
shall collect interest when due on securities held
hereunder. Income due the Fund on United States 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
Fund is properly entitled.
2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay
out monies of the Fund 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 Fund but only (a) against
the delivery of such securities, or evidence of
title to such options, futures contracts or options
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 Fund 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 U.S. Securities System, in accordance
with the conditions set forth in Section 2.9
hereof; (c) in the case of a purchase involving the
Direct Paper System, in accordance with the
conditions set forth in Section 2.10; (d) in the
case of repurchase agreements entered into between
the Fund 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 such securities or (ii) against delivery of
the receipt evidencing purchase by the Fund of
securities owned by the Custodian along with
written evidence of the agreement by the Custodian
to repurchase such securities from the Fund 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
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<PAGE>
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 Fund as set
forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued
by the Fund as set forth in Article 4 hereof;
4) For the payment of any expense or liability
incurred by the Fund, including but not limited to
the following payments for the account of the Fund:
interest, taxes, management, accounting, transfer
agent and 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 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 Proper Instructions 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.
2.8 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 responsibilities or liabilities hereunder.
2.9 DEPOSIT OF SECURITIES IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain domestic securities
owned by the Fund in a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a 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 "U.S.
Securities System" in accordance with applicable Federal
7
<PAGE>
Reserve Board and Securities and Exchange Commission rules
and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep domestic securities of the
Fund in a U.S. Securities System provided that such
securities are represented in an account
("Account") of the Custodian in the U.S. 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
domestic securities of the Fund which are
maintained in a U.S. Securities System shall
identify by book-entry those securities belonging
to the Fund;
3) The Custodian shall pay for domestic securities
purchased for the account of the Fund upon (i)
receipt of advice from the U.S. Securities System
that such securities have 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 Fund. The
Custodian shall transfer domestic securities sold
for the account of the Fund upon (i) receipt of
advice from the U.S. 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 Fund. Copies of
all advices from the U.S. Securities System of
transfers of domestic securities for the account of
the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the
Fund at its request. Upon request, the Custodian
shall furnish the Fund confirmation of each
transfer to or from the account of the Fund in the
form of a written advice or notice and shall
furnish to the Fund copies of daily transaction
sheets reflecting each day's transactions in the
U.S. Securities System for the account of the Fund.
4) The Custodian shall provide the Fund with any
report obtained by the Custodian on the U.S.
Securities System's accounting system, internal
accounting control and procedures for safeguarding
domestic securities deposited in the U.S.
Securities System;
8
<PAGE>
5) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to
the Fund for any loss or damage to the Fund
resulting from use of the U.S. 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 U.S.
Securities System; at the election of the Fund, it
shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the
U.S. 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 Fund
has not been made whole for any such loss or
damage.
2.10 FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
The Custodian may deposit and/or maintain securities owned
by the Fund 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;
2) The Custodian may keep securities of the Fund 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;
3) The records of the Custodian with respect to
securities of the Fund which are maintained in the
Direct Paper System shall identify by book-entry
those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased
for the account of the Fund 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 Fund. The Custodian shall transfer
securities sold for the account of the Fund 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 Fund;
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<PAGE>
5) The Custodian shall furnish the Fund confirmation
of each transfer to or from the account of the
Fund, 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 copies
of daily transaction sheets reflecting each day's
transaction in the U.S. Securities System for the
account of the Fund;
6) The Custodian shall provide the Fund 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 establish and maintain a segregated
account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account
by the Custodian pursuant to Section 2.9 hereof, (i) in
accordance with the provisions of any agreement among the
Fund, 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
other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or
written by the Fund or commodity futures contracts or
options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund 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 Proper Instructions
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
connection with receipt of income or other payments with
respect to domestic securities of the Fund held by it and
in connection with transfers of such securities.
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<PAGE>
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 Fund or a
nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.14 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES.
Subject to the provisions of Section 2.3, the Custodian
shall transmit promptly to the Fund 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 and the maturity of futures
contracts purchased or sold by the Fund) received by the
Custodian from issuers of the domestic securities being
held for the Fund. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund
all written information received by the Custodian from
issuers of the domestic securities whose tender or exchange
is sought and from the party (or his agents) making the
tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the
Custodian at least three business days prior to the date on
which the Custodian is to take such action.
2.15 REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. The
Custodian shall provide the Fund, 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
domestic securities deposited and/or maintained in a U.S.
Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as 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.
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 Fund's securities and other assets
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<PAGE>
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 an approval by the Fund
signed by an authorized officer of the Fund, the Custodian
and the Fund may agree to amend Schedule A hereto from time
to time to designate additional 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 Fund's assets.
3.2 ASSETS TO BE HELD. The Custodian shall limit the
securities and other assets maintained in the custody of
the foreign sub-custodians to: (a) "foreign securities",
as defined in paragraph (c)(1) of Rule 17f-5 under the
Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund
may determine to be reasonably necessary to effect the
Fund's foreign securities transactions. The Custodian
shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each foreign
sub-custodian.
3.3 FOREIGN SECURITIES SYSTEMS. Except as may otherwise be
agreed upon in writing by the Custodian and the Fund,
assets of the Fund shall be maintained in a clearing agency
which acts as a securities depository or in a book-entry
system for the central handling of securities located
outside the United States (each, a "Foreign Securities
System") only through arrangements implemented by the
foreign banking institutions serving as sub-custodians
pursuant to the terms hereof (Foreign Securities Systems
and U.S. Securities Systems are collectively referred to
herein as the "Securities System"). Where possible, such
arrangements shall include entry into agreements containing
the provisions set forth in Section 3.5 hereof.
3.4 HOLDING SECURITIES. The Custodian may hold securities and
other non-cash property for all of its customers, including
the Fund, with a foreign sub-custodian in a single account
that is identified as belonging to the Custodian for the
benefit of its customers, provided however, that (i) the
records of the Custodian with respect to securities and
other non-cash property of the Fund which are maintained in
such account shall identify by book-entry those securities
and other non-cash property belonging to the Fund and (ii)
the Custodian shall require that securities and other non-
cash property so held by the foreign sub-custodian be held
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<PAGE>
separately from any assets of the foreign sub-custodian or
of others.
3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each
agreement with a foreign banking institution shall provide
that: (a) the Fund's assets will not be subject to any
right, charge, security interest, lien or claim of any kind
in favor of the foreign banking institution or its
creditors or agent, except a claim of payment for their
safe custody or administration; (b) beneficial ownership of
the Fund's assets 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 the Fund; (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 Fund 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 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 Fund
held by foreign sub-custodians, including but not limited
to an identification of entities having possession of the
Fund's securities and other assets and advices 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 the Fund
indicating, as to securities acquired for the Fund, the
identity of the entity having 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
13
<PAGE>
sub-custodians. (b) Notwithstanding any provision of this
Contract to the contrary, settlement and payment for
securities received for the account of the Fund and
delivery of securities maintained for the account of the
Fund 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, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record
of such securities.
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 institution's 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 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. Notwithstanding the foregoing
provisions of this paragraph 3.10, 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
14
<PAGE>
(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
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 Fund shall 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 the Fund 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.
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 Fund 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 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.
15
<PAGE>
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 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 REPURCHASES OR REDEMPTIONS AND SALES OF
SHARES OF THE FUND
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 delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of the
Fund, 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.
The Custodian shall receive from the distributor for the
Fund's Shares or from the Transfer Agent of the Fund and deposit
into the Fund's account such payments as are received for Shares
of the Fund issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund and the
Transfer Agent of any receipt by it of payments for Shares of the
Fund.
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5. PROPER INSTRUCTIONS
Proper Instructions as used herein 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 writing. Proper Instructions may include
communications effected directly between electro-mechanical or
electronic devices provided that the instructions are consistent
with the security procedures agreed to by the Fund and the
Custodian including, but not limited to, the security procedures
selected by the Funds on the Funds Transfer Addendum to this
Contract. 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:
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;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund,
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 Fund except
as otherwise directed by the Board of Directors of
the Fund.
17
<PAGE>
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 CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT
AND CALCULATION OF NET ASSET 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 the Fund
and/or compute the net asset value per share of the outstanding
shares of the Fund or, if directed in writing to do so by the
Fund, 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 Fund as described in
the Fund's currently effective prospectus 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 the Fund shall be made at the time or times described
from time to time in the Fund's currently effective prospectus.
9. RECORDS
The Custodian shall create and maintain all records
relating to its activities and obligations under this Contract in
such manner as will 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 the Securities and
Exchange Commission. The Custodian shall, at the Fund's request,
supply the Fund with a tabulation of securities owned by the Fund
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.
18
<PAGE>
10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT
The Custodian shall take all reasonable action, as the Fund
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.
11. 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 and the Custodian.
12. RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of
reasonable 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
reasonable 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.
Except as may arise from the Custodian's own negligence or
willful misconduct or the negligence or willful misconduct of a
sub-custodian or agent, the Custodian shall be without liability
to the Fund for any loss, liability, claim or expense resulting
from or caused by; (i) events or circumstances beyond the
reasonable control of the Custodian or any sub-custodian or
Securities System or any agent or nominee of any of the
foregoing, including, without limitation, nationalization or
expropriation, imposition of currency controls or restrictions,
the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or
technological failures or interruptions, computer viruses or
communications disruptions, acts of war or terrorism, riots,
revolutions, work stoppages, natural disasters or other similar
events or acts; (ii) errors by the Fund or the Investment Advisor
19
<PAGE>
in their instructions to the Custodian provided such instructions
have been in accordance with this Contract; (iii) the insolvency
of or acts or omissions by a Securities System; (iv) any delay or
failure of any broker, agent or intermediary, central bank or
other commercially prevalent payment or clearing system to
deliver to the Custodian's sub-custodian or agent securities
purchased or in the remittance or payment made in connection with
securities sold; (v) any delay or failure of any company,
corporation, or other body in charge of registering or
transferring securities in the name of the Custodian, the Fund,
the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to
transfer such securities including non-receipt of bonus,
dividends and rights and other accretions or benefits; (vi)
delays or inability to perform its duties due to any disorder in
market infrastructure with respect to any particular security or
Securities System; and (vii) any provision of any present or
future law or regulation or order of the United States of
America, or any state thereof, or any other country, or political
subdivision thereof or of any court of competent jurisdiction.
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.
If the Fund 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 being liable
for the payment of money or incurring liability of some other
form, the Fund, 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.
If the Fund requires the Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities for any
purpose (including but not limited to securities settlements,
foreign exchange contracts and assumed settlement) 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 Fund shall 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 the Fund assets to the extent necessary to
obtain reimbursement.
In no event shall the Custodian be liable for indirect,
special or consequential damages.
20
<PAGE>
13. 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 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 Fund shall not amend or
terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Articles of
Incorporation, and further provided, that the Fund 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 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.
14. SUCCESSOR CUSTODIAN
If a successor custodian 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 then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities
held in a Securities System.
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, then 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,
21
<PAGE>
all securities, funds and other properties held by the Custodian
and all instruments held by the Custodian relative thereto and
all other property held by it under this Contract and to transfer
to an account of such successor custodian all of the Fund's
securities held in any Securities System. Thereafter, such bank
or trust company shall be the successor of the Custodian under
this Contract.
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.
15. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Contract, the
Custodian and the Fund 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 sentence
shall be deemed to be an amendment of this Contract.
16. 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.
17. PRIOR CONTRACTS
This Contract supersedes and terminates, as of the date
hereof, all prior contracts between the Fund and the Custodian
relating to the custody of the Fund's assets.
18. REPRODUCTION OF DOCUMENTS
This Contract and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or
22
<PAGE>
other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.
19. SHAREHOLDER COMMUNICATIONS ELECTION
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, the Custodian needs the Fund to indicate whether
it authorizes the Custodian to provide the Fund's name, address,
and share position to requesting companies whose securities the
Fund owns. If the Fund tells the Custodian "no", the Custodian
will not provide this information to requesting companies. If
the Fund tells the Custodian "yes" or does not check either "yes"
or "no" below, the Custodian is required by the rule to treat the
Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established
by the Fund. For the Fund's protection, the Rule prohibits the
requesting company from using the Fund's name and address for any
purpose other than corporate communications. Please indicate
below whether the Fund consents or objects by checking one of the
alternatives below.
YES [ ] The Custodian is authorized to release the
Fund's name, address, and share positions.
NO [ ] The Custodian is not authorized to release the
Fund's name, address, and share positions.
20. DATA ACCESS SERVICES ADDENDUM
The Custodian and the Fund agree to be bound by the terms
of the Data Access Services Addendum attached hereto.
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 14th day of December, 1999.
23
<PAGE>
ATTEST ALLIANCE DISCIPLINED VALUE
FUND, INC.
/s/ Domenick Pugliese /s/ Edmund P. Bergan, Jr.
_____________________ By _____________________________
Domenick Pugliese Edmund P. Bergan, Jr.
Secretary
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ Marc L. Parsons /s/ Ronald E. Logue
_____________________ By _____________________________
Marc L. Parsons Ronald E. Logue
Vice Chairman
24
<PAGE>
Schedule A
17f-5 Approval
The Board of Directors of Alliance Disciplined Value
Fund, Inc. has approved certain foreign banking institutions and
foreign securities depositories within State Street's Global
Custody Network for use as subcustodians 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:
FUND
OFFICER
INITIALS COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
___ State Street's entire Global
Custody Network listed below
___ Argentina Citibank, N.A. Caja de Valores S.A.
___ Australia Westpac Banking
Corporation Austraclear Limited
Reserve Bank Information
and Transfer System
___ Austria Erste Bank der Oesterreichische
Oesterreichischen Kontrollbank AG
Sparkassen AG (Wertpapiersammelbank
Division)
___ Bahrain HSBC Bank Middle East None
(as delegate of The
Hongkong and
Shanghai Banking
Corporation Limited)
___ Bangladesh Standard Chartered None
Bank
___ Belgium Fortis Bank NV/as. Caisse
Interprofessionnelle de
Depots et de Virements de
Titres S.A.
Banque Nationale de
Belgique
<PAGE>
___ Bermuda The Bank of Bermuda
Limited None
___ Bolivia Citibank, N.A. None
___ Botswana Barclays Bank of
Botswana Limited None
___ Brazil Citibank, N.A. Companhia Brasileira de
Liquidacao e Custodia
___ Bulgaria ING Bank N.V. Central Depository AD
Bulgarian National Bank
___ Canada State Street Trust Canadian Depository
Company Canada for Securities Limited
___ Chile Citibank, N.A. Deposito Central de
Valores S.A.
___ People's Republic The Hongkong andShanghai
Securities
of China Banking Corporation Central Clearing &
Limited, Shanghai Registration Corporation
and Shenzhen
branches
Shenzhen Securities
Clearing Co., Ltd.
___ Colombia Cititrust Colombia Deposito Centralizado de
S.A. Valores
Sociedad Fiduciaria
___ Costa Rica Banco BCT S.A. Central de Valores S.A.
__ Croatia Privredna Banka Ministry of Finance
Zagreb d.d. National Bank of Croatia
___ Sredisnja Depozitama
Agencija
___ Cyprus The Cyprus Popular None
Bank Ltd.
___ Czech Republic eskoslovenska Str disko cennch papiru
Obchodf
Banka, A.S.
Czech National Bank
__ Denmark Den Danske Bank Vaerdipapircentralen
(Danish Securities Center)
2
<PAGE>
__ Ecuador Citibank, N.A. None
__ Egypt Egyptian British Misr Company for Clearing,
Bank (as delegate Settlement, and Depository
of The Hongkong and and Depository
Shanghai Banking
Corporation
Limited)
___ Estonia Hansabank Eesti Vaatpaberite
Keskdepositoorium
___ Finland Merita Bank PIc. Finnish Central Securities
Depository
___ France Paribas, S.A. Societe
Interprofessionnelle
pour la Compensation des
Valeurs Mobili6res
___ Germany Dresdner Bank AG Deutsche Borse Clearing AG
___ Ghana Barclays Bank of
Ghana Limited None
___ Greece National Bank of Central Securities
Greece S.A. Depository
(Apothetirion
Titlon AE)
Bank of Greece,
System for Monitoring
Transactions in Securities
in Book-Entry Form
___ Hong Kong Standard Chartered
Bank Central Clearing and
Settlement System
Central Moneyrnarkets Unit
___ Hungary Citibank Rt. Kozponti Elszamolohaz es
Ertektar
(Budapest) Rt. (KELER)
___ Iceland Icebank Ltd. None
___ India Deutsche Bank AG The National Securities
Depository Limited
Central Depository
Services India Limited
3
<PAGE>
Reserve Bank of India
___ The Hongkong and The National Securities
Shanghai Bank Depository Limited
Corporation Limited
Central Depository
Services India Limited
Reserve Bank of India
___ Indonesia Standard Chartered
Bank Bank Indonesia
PT Kustodian Sentral Efek
Indonesia
___ Ireland Bank of Ireland Central Bank of Ireland
Securities Settlement
Office
___ Israel Bank Hapoalim B.M. Tel Aviv-Stock Exchange
Clearing House Ltd. (TASE
Clearinghouse)
Bank of Israel
(As part of the TASE
Clearinghouse system)
___ Italy Paribas, S.A. Monte Titoli S.p.A.
Banca d'Italia
___ Ivory Coast Societe Generale de Depositaire Central -
Banques en Cote Banque de Reglement
d'Ivoire
___ Jamaica Scotiabank Jamaica Jamaica Central Securities
Trust and Merchant Depository
Bank Limited
___ Japan The Fuji Bank, Japan Securities
Limited Depository Center
(JASDEC)
Bank of Japan Net System
The Sumitomo Bank, Japan Securities
Limited Depository Center
(JASDEC)
4
<PAGE>
Bank of Japan Net System
___ Jordan HSBC Bank Middle None
East (as delegate of
The Hongkong and
Shanghai Banking
Corporation Limited)
___ Kenya Barclays Bank of Central Bank of Kenya
Kenya Limited
___ Republic of The Hongkong and Korea Securities
Korea Shanghai Banking Depository Corporation
Corporation
Limited
___ Latvia A/s Hansabank Latvian Central Depository
___ Lebanon HSBC Bank Middle Custodian and Clearing
East (as delegate Financial Instruments
of The Hongkong for Lebanon and
and Shanghai the Middle East (MIDCLEAR)
Banking S.A.L.
Corporation
Limited)
The Central Bank of
Lebanon
___ Lithuania Vilniaus Bankas AB Central Securities
Depository of Lithuania
___ Malaysia Standard Chartered Malaysian Central
Bank Depository Sdn.
Malaysia Berhad Bhd.
Bank Negara Malaysia,
Scripless Securities
Trading and Safekeeping
Systems
___ Mauritius The Hongkong and Central Depository &
Shanghai Banking Settlement
Corporation Limited Co. Ltd.
___ Mexico Citibank Mexico, S.D. INDEVAL
S.A. (Instituto para el
Deposito de Valores)
___ Morocco Banque Commerciale Maroclear
du Maroc
5
<PAGE>
___ The Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor
Giraal Effectenverkeer
B.V. (NECIGEF)
___ New Zealand ANZ Banking Group New Zealand Central
(New Zealand) Securities
Limited Depository Limited
___ Norway Christiania Bank og Verdipapirsentralen (the
Kreditkasse ASA Norwegian Central Registry
of Securities)
___ Oman HSBC Bank Middle Muscat Securities Market
East Depository &
(as delegate of Securities Registration
The Hongkong and Company
Shanghai Banking
Corporation Limited)
___ Pakistan Deutsche Bank AG Central Depository Company
of Pakistan Limited
State Bank of Pakistan
___ Palestine HSBC Bank Middle The Palestine Stock
East Exchange
(as delegate of the
Hongkong and Shanghai
Banking Corporation
Limited)
___ Peru Citibank, N.A. Caja de Valores y
Liquidaciones,
CAVALI ICLV S.A.
___ Philippines Standard Chartered Philippines Central
Bank Depository, Inc.
Registry of Scripless
Securities (ROSS) of the
Bureau of Treasury
___ Poland Citibank (Poland) National Depository of
S.A. Securities
(Krajowy Depozyt Papierow
Wartosciowych SA)
Central Treasury Bills
Registrar
6
<PAGE>
___ Portugal Banco Comercial Central de Valores
Portugues Mobiliarios
___ Qatar HSBC Bank Middle Doha Securities Market
East
___ Romania ING Bank N.V. National Securities
Clearing, Settlement
and Depository Company
Bucharest Stock Exchange
Registry Division
National Bank of Romania
___ Russia Credit Suisse First None
Boston AO, Moscow
(as delegate of Credit
Suisse First Boston, Zurich)
___ Singapore The Development Central Depository (Pte)
Bank of Singapore Limited
Monetary Authority of
Singapore
___ Slovak Republic eskoslovenskA Stredisko cennych papierov
Obchodni Banka, SR Bratislava, a.s.
National Bank of Slovakia
___ Slovenia Bank Austria
Creditanstalt Klirinsko Depotna Druzba
d.d. Ljubljana d.d.
___ South Africa Standard Bank of The Central Depository
South Africa Limited Limited
Strate Ltd.
___ Spain Banco Santander Servicio de Compensacion y
Central Hispano, Liquidacion de Valores,
S.A. S.A.
Banco de Espana,
Central de Anotaciones en
Cuenta
7
<PAGE>
___ Sri Lanka The Hongkong and Central Depository System
Shanghai Banking (Pvt) Limited
Corporation
Limited
___ Swaziland Standard Bank None
Swaziland Limited
___ Sweden Skandinaviska Vardepapperscentralen,
Enskilda Banken VPC AB (the Swedish
Central Securities
Depository)
___ Switzerland UBS AG SIS - SegaIntersettle
___ Taiwan - R.O.C. Central Trust Taiwan Securities Central
of China or Depository Co., Ltd.
___ __________________
(Client Designated
Subcustodian)
___ Thailand Standard Chartered Thailand Securities
Bank Depository
Company Limited
___ Tunisia Banque Societe Tunisienne
Internationale Interprofessionelle pour
Arabe de Tunisie la Compensation et de
Depots de Valeurs
Mobilieres
___ Turkey Citibank, N.A. Takas ve Saklama Bankasi
A., (TAKASBANK)
Central Bank of Turkey
___ Ukraine ING Bank Ukraine National Bank of Ukraine
___ United Kingdom State Street Bank The Bank of England,
and Trust Company, Central Gilts Office and
London Branch Central Moneymarkets
Office
___ Uruguay BankBoston N.A. None
___ Venezuela Citibank, N.A. Central Bank of Venezuela
___ Vietnam The Hongkong None
8
<PAGE>
and Shangahai
Banking Corporation
Limited
___ Zambia Barclays Bank of LuSE Central Shares
Zambia Limited Depository Limited
Bank of Zambia
___ Zimbabwe Barclays Bank of None
Zimbabwe Limited
___ Euroclear (Me Euroclear System)/State Street London Limited
___ Cedelbank S.A./State Street London Limited
Certified by:
/s/ Edmund P. Bergan, Jr. December 6, 1999
____________________________ ___________________
Fund's Authorized Officer Date
Name: Edmund P. Bergan, Jr.
Title: Secretary
9
00250250.AF1
