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AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of
June 1, 1999, by and between ACM Government Income Fund, Inc.
(the "Fund") and State Street Bank and Trust Company (the
"Custodian"). Capitalized terms used in this Amendment without
definition shall have the respective meanings given to such terms
in the Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a
Custodian Contract dated as of August 28, 1987 (as amended and in
effect from time to time, the "Contract"); and
WHEREAS, the Fund and the Custodian desire to amend
certain provisions of the Contract to accommodate the Custodian's
delegation of sub-custody responsibilities to its affiliate,
State Street Trust Company Canada;
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter contained, the
parties hereby agree to amend the Contract, pursuant to the terms
thereof, as follows:
I. Article II, paragraph 2, Responsibility of Custodian, is
hereby amended to read as follows:
The Custodian shall be liable for the acts or omissions
of a foreign banking institution appointed pursuant to the
provisions of Article 3 to the same extent as set forth in
Article I hereof with respect to sub-custodians located in
the United States 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 3.11 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability
or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody or any
securities or cash of the Fund in a foreign country
including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or
acts of war or terrorism. Notwithstanding the foregoing
provisions of this Article 11, the delegation by State Street
Bank and Trust Company to its affiliate, State Street Trust
Company Canada, of sub-custody duties in Canada shall not
relieve State Street Bank and Trust Company of any
responsibility for any loss due to the delegation to State
Street Trust Company Canada, except (a) such loss as may
result from political risk (e.g., exchange control
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) and (b)
other losses (excluding losses resulting from a bankruptcy or
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insolvency of State Street Trust Company Canada not caused by
political risk) under circumstances where State Street Bank
and Trust Company and State Street Trust Company Canada have
exercised reasonable care (including, without limitation,
Acts of God, nuclear incident and the like)
II. In all respects not inconsistent herewith, the Contract is
hereby ratified and affirmed.
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IN WITNESS WHEREOF, each of the parties has caused this
Amendment to be executed in its name and behalf by its duly
authorized representative as of the date first above written,
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/Jean S. Carr By: /s/Ronald E. Logue
______________________ ______________________________
Name: Jean S. Carr Name: Ronald E. Logue
Title: Associate Counsel Title: Vice Chairman
WITNESSED BY: ACM GOVERNMENT INCOME FUND, INC.
/s/Mary Ann Milley By: /s/Edmund P. Bergan, Jr.
______________________ ______________________________
Name: Mary Ann Miller Name: Edmund P. Bergan, Jr.
Title: Legal Administrative Title: Vice Chairman
Officer
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Schedule A
17f-5 Approval
The Board of Directory/Trustees of ACM Government Income
Fund, Inc. #ZM01 has approved certain foreign banking
institutions and foreign securities depositories within State
Streets Global Custody Network for use as subcustodian for the
fund's securities, cash and cash equivalents held outside of the
United States. Board approval is as indicated by the Fund's
Authorized Officer.
COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY
Canada State Street Trust The Canada Depository
Company Canada for Securities
Limited (CDS)
Certified by:
___________________ as of March 15, 1999
Fund's Authorized Officer Date
Domenick Pugliese
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00250065.AL7
