AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between State Street Bank and
Trust Company (the "Custodian") and ACM Government Income Fund,
Inc. (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a
custodian contract dated August 28, 1987 as amended March 8, 1989
(die "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the
terms and conditions under which the Custodian maintains the
Fund's securities and other non-cash property in the custody of
certain foreign sub-custodians in conformity with the
requirements of Rule 17f-5 under the Investment Company Act of
1940, as amended;
NOW THEREFORE, in consideration of the premises and
covenants contained herein, the Custodian and the Fund hereby
amend the Custodian Contract by the addition of the following
terms and provisions;
1. Notwithstanding any provisions to the contrary set
forth in the Custodian Contract, 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 bookentry those securities and other non-cash
property belonging to the Fund and (4) the Custodian shall
require that securities and other non-cash property so held by
the foreign sub-custodian be held separately from any assets of
the foreign sub-custodian or of others.
2. Except as specifically superseded or modified
herein, the terms and provisions of the Custodian Contract shall
continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed as a sealed instrument in its name and
behalf by its duly authorized representative this 4th day of
June, 1996.
ACM GOVERNMENT INCOME FUND, INC.
By:_________________________________
Title:______________________________
STATE STREET BANK AND TRUST COMPANY
By:_________________________________
Title:______________________________
2
00250065.AL6
