AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of September 13, 2006 to the Distribution Services
Agreement (the "Agreement") made as of July 22, 1992, as amended April 30, 1993
and September 30, 1996, between ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC.
(formerly known as Alliance Municipal Income Fund, Inc.), a Maryland corporation
(the "Fund"), and ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly known as
Alliance Fund Distributors, Inc.), a Delaware corporation (the "Underwriter").
Capitalized terms not defined herein have the meaning set forth in the
Agreement.
WITNESSETH
WHEREAS, the Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund and the Underwriter wish to amend the Agreement in
the manner set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 12(a) of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the date hereof and
shall continue in effect until September 30, 1993, and continue in
effect thereafter with respect to each class or a Portfolio; provided,
however, that such continuance is specifically approved at least
annually by the Directors of the Fund or by vote of the holders of a
majority of the outstanding voting securities (as defined in the
Investment Company Act) of that class or Portfolio, and, in either
case, by a majority of the Directors of the Fund who are not parties
to this Agreement or interested persons, as defined in the Investment
Company Act, of any such party (other than as directors of the Fund)
and who have no direct or indirect financial interest in the operation
of the Plan or any agreement related thereto; provided further,
however, that if the continuation of this Agreement is not approved as
to a class or a Portfolio, the Underwriter may continue to render to
such class or Portfolio the services described herein in the manner
and to the extent permitted by the Investment Company Act and the
rules and regulations thereunder. Upon effectiveness of this
Agreement, it shall supersede all previous agreements between the
parties hereto covering the subject matter hereof. This Agreement may
be terminated (i) by the Fund with respect to any class or Portfolio
at any time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities (as so defined) of such
class or Portfolio, or by a vote of a majority of the Directors of the
Fund who are not interested persons, as defined in the Investment
Company Act, of the Fund and have no direct or indirect financial
interest in the operation of the Plan or any agreement related
thereto, in any such event on 60 days' written notice to the
Underwriter; provided, however, that no such notice shall be required
if such termination is stated by the Fund to relate only to Sections 5
and 16 hereof (in which event Sections 5 and 16 shall be deemed to
have been severed herefrom and all other provisions of this Agreement
shall continue in full force and effect), or (ii) by the Underwriter
with respect to any Portfolio on 60 days' written notice to the Fund.
2. No Other Changes. Except as provided herein, the Agreement shall be
unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement.
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC.
By: ______________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: ______________________________
Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: ____________________________
Name: Xxxx Xxxxxx
Title Xxxxxxxxx
XX 00000 0073 700634
