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 May 21, 1993, as amended September 30,
1996, between ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II (formerly Alliance
Municipal Income Fund II), a Massachusetts business trust (the "Fund"), and
ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly Alliance Fund Distributors, Inc.),
a Delaware corporation (the "Underwriter"). Capitalized terms not defmed 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; provided, however,
that such continuance is specifically approved at least annually by
the Trustees 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, and, in either case, by a majority of
the Trustees 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 trustees 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 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 defmed) of such class or Portfolio, or by a
vote of a majority of the Trustees of the Fund who are not
interested persons, as defined in the Investment Company Act, of the
Fund (other than as trustees of the Fund) and have no direct and
indirect financial interest in the operation of the Plan or any
agreement related thereto, in any such event on sixty 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
sixty 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.
ALLIANCEBERNSTEN MUNICIPAL INCOME FUND II
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
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
---------------------------------
Name: Xxxx Xxxxxx
Title: Secretary
