Exhibit 99(h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of September 13, 2006 between ALLIANCEBERNSTEIN
MUNICIPAL INCOME FUND II, (formerly known as Alliance Municipal Income Fund II)
a Massachusetts business trust (the "Fund") and ALLIANCEBERNSTEIN INVESTOR
SERVICES, INC. (formerly known as Alliance Fund Services, Inc.), a Delaware
Corporation ("ABIS").
WITNESSETH
WHEREAS, the Fund and ABIS wish to amend the Transfer Agency Agreement
dated as of May 12, 1993 (the "Agreement") in the manner set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. Section 35 of the Agreement is hereby amended
and restated to read as follows:
SECTION 35. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and
shall become effective on the last date of signature below unless
otherwise agreed by the parties. Unless sooner terminated pursuant
to SECTION 32, this Agreement will continue until September 30,
1993 and will continue in effect thereafter so long as its
continuance is specifically approved at least annually by the
Board of Directors or by a vote of the stockholders of the Fund
and in either case by a majority of the Directors who are not
parties to this Agreement or interested persons of any such party,
at a meeting called for the purpose of voting on this Agreement.
2. No Other Changes. Except as provided herein, the Agreement shall be
unaffected hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
