Exhibit 99(e)(3)
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: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Assistant General Counsel
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Secretary