AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of September 13, 2006 between
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC., (formerly known as Alliance
Municipal Income Fund, Inc.) a Maryland Corporation (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 October 18, 1988 (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, 1989 and will continue
in effect thereafter so long as its continuance is specifically
approved at least annually by the Board of Directors or Trustees or by
a vote of the stockholders of the Fund and in either case by a majority
of the Directors or Trustees 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, INC.
By: _____________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: _____________________________
Name:
Title:
SK 00250 0073 700788
