ADVISORY AGREEMENT
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
July 22, 1992, as amended September 7, 2004
Alliance Capital Management L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management investment
company registered under the Investment Company Act of 1940 (the Act).
We are currently authorized to issue five classes of shares and our
Directors are authorized to reclassify and issue any unissued shares
to any number of additional classes or series (Portfolios) each having
its own investment objective, policies and restrictions, all as more
fully described in the Prospectus and the Statement of Additional
Information constituting parts of the Registration Statement filed on
our behalf under the Securities Act of 1933 and the Act. We are
engaged in the business of investing and reinvesting our assets in
securities of the type and in accordance with the limitations
specified in our Articles of Incorporation, By-Laws, Registration
Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 and the Act, and any representations made
in our Prospectus and Statement of Additional Information, all in such
manner and to such extent as may from time to time be authorized by our
Directors. We enclose copies of the documents listed above and will
from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and
reinvestment of the assets in each of our Portfolios as above specified,
and, without limiting the generality of the foregoing, to provide
management and other services specified below.
(b) You will make decisions with respect to all
purchases and sales of securities in each of our Portfolios. To carry
out such decisions, you are hereby authorized, as our agent and
attorney-in-fact, for our account and at our risk and in our name, to
place orders for the investment and reinvestment of our assets. In all
purchases, sales and other transactions in securities in each of our
Portfolios you are authorized to exercise full discretion and act for us
in the same manner and with the same force and effect as we might or
could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to
the furtherance or conduct of such purchases, sales or other
transactions.
(c) You will report to our Directors at each meeting
thereof all changes in each Portfolio since the prior report, and will
also keep us in touch with important developments affecting any Portfolio
and on your own initiative will furnish us from time to time with such
information as you may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in our
Portfolios, the industries in which they engage, or the conditions
prevailing in the economy generally. You will also furnish us with such
statistical and analytical information with respect to securities in
each of our Portfolios as you may believe appropriate or as we reasonably
may request. In making such purchases and sales of securities, you will
bear in mind the policies set from time to time by our Directors as well
as the limitations imposed by our Articles of Incorporation and our
Registration Statement under the Act and the Securities Act of 1933, the
limitations in the Act and of the Internal Revenue Code in respect of
regulated investment companies and the investment objective, policies
and restrictions for each, of our Portfolios.
(d) It is understood that you will from time to time
employ or associate with yourselves such persons as you believe to be
particularly fitted to assist you in the execution of your duties hereunder,
the cost of performance of such duties to be borne and paid by you. No
obligation may be incurred on our behalf in any such respect. During the
continuance of this agreement and at our request you will provide to us
persons satisfactory to our Directors to serve as our officers. You or
your affiliates will also provide persons, who may be our officers, to
render such clerical, accounting and other services to us as we may from
time to time request of you. Such personnel may be employees of you or your
affiliates. We will pay to you or your affiliates the cost of such
personnel for rendering such services to us at such rates as shall from
time to time be agreed upon between us, provided that all time devoted to
the investment or reinvestment of securities in each of our Portfolios
shall be for your account. Nothing contained herein shall be construed
to restrict our right to hire our own employees or to contract for
services to be performed by third parties. Furthermore, you or your
affiliates (other than us) shall furnish us without charge with such
management supervision and assistance and such office facilities as you
may believe appropriate or as we may reasonably request subject to the
requirements of any regulatory authority to which you may be subject.
You or your affiliates (other than us) shall also be responsible for the
payment of any expenses incurred in promoting the sale of our shares
(other than the portion of the promotional expenses to be borne by us in
accordance with an effective plan pursuant to Rule 12b-1 under the Act and
the costs of printing our prospectuses and other reports to shareholders
and fees related to registration with the Securities and Exchange
Commission and with state regulatory authorities).
3. It is further agreed that you shall be responsible for
the portion of the net expenses of each of our Portfolios (except interest,
taxes, brokerage, distribution services fees paid in accordance with an
effective plan pursuant to Rule 12b-1 under the Act, and extraordinary
expenses, all to the extent permitted by applicable state law and regulation)
incurred by us during each of our fiscal years or portion thereof that this
agreement is in effect between us which, as to a Portfolio, in any such
year exceeds the limits applicable to such Portfolio under the laws or
regulations of any state in which our shares are qualified for sale
(reduced pro rata for any portion of less than one year). We hereby
confirm that, subject to the foregoing, we shall be responsible and
hereby assume the obligation for payment of all our other expenses
including: (a) payment of the fee payable to you under paragraph (5)
hereof; (b) custody, transfer and dividend disbursing expenses; (c)
fees of trustees who are not your affiliated persons; (d) legal and
auditing expenses; (e) clerical, accounting and other office costs; (f)
the cost of personnel providing services to us, as provided in subparagraph
(d) of paragraph 2 above; (g) costs of printing our prospectuses and
shareholder reports; (h) cost of maintenance of our existence as a
trust; (i) interest charges, taxes, brokerage fees and commissions; (j)
costs of stationery and supplies; (k) expenses and fees related to
registration and filing with the Securities and Exchange Commission and
with state regulatory authorities; and (1) such promotional expenses as
may be contemplated by an effective plan pursuant to Rule 12b-1 under the
Act provided, however, that our payment of such promotional expenses shall
be in the amount, and in accordance with the procedures, set forth in
such plan.
4. We shall expect of you, and you will give us the benefit
of, your best judgment and efforts in rendering these services to us,
and we agree as an inducement to your undertaking these services that
you shall not be liable hereunder for any mistake of judgment or in
any event whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect, or purport to protect, you
against any liability to us or to our security holders to which you
would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard or your obligations and duties
hereunder.
5. In consideration of the foregoing we will pay you at
the Applicable Annual Rate next described. The Applicable Annual Rate
shall be .45 of 1.00% of the first $2.5 billion, .40 of 1.00% of the
excess over $2.5 billion up to $5 billion and .35 of 1.00% of the
excess over $5 billion of the average daily value of the net assets
of each Portfolio. Such fee shall be accrued by us daily and shall
be payable in arrears on the last day of each calendar month for
services performed hereunder during such month. Your reimbursement,
if any, of our expenses as provided in paragraph 3 hereof, shall be
estimated and paid to us monthly in arrears, at the same time as
our payment to you for such month. Payment of the advisory fee will
be reduced or postponed, if necessary, with any adjustments made
after the end of the year.
6. This agreement shall become effective on the date
hereof and shall remain in effect with respect to each Portfolio for
successive twelve-month periods (computed from each October 1) with
respect to each such Portfolio provided that such continuance is
specifically approved at least annually by our Directors or by a
majority vote of the holders of the outstanding voting securities
(as defined in the Act) of such Portfolio, and, in either case, by
a majority of our Directors who are not parties to this agreement
or interested persons, as defined in the Act, of any such party
(other than as directors of the Fund) provided further, however,
that if the continuation of this agreement is not approved as to
a Portfolio, you may continue to render to such Portfolio the
services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder.
Upon the effectiveness of this agreement, it shall supersede
all previous agreements between us covering the subject matter
hereof. This agreement may be terminated with respect to any
Portfolio at any time, without the payment of any penalty,
by vote of a majority of the outstanding voting securities
(as so defined) of such Portfolio, or by a vote of a majority
of our Directors on sixty days written notice to you, or by you
with respect to any Portfolio on sixty days' written notice to
us.
7. This agreement may not be transferred, assigned,
sold or in any manner hypothecated or pledged by you and this
agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge by you. The
terms transfer, assignment and sale as used in this paragraph
shall have the meanings ascribed thereto by governing law and
any interpretation thereof contained in rules or regulations
promulgated by the Securities and Exchange Commission thereunder.
8. (a) Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or
restrict your right, or the right of any of your employees, or
any of the Directors of Alliance Capital Management Corporation,
general partner, who may also be a director, officer or employee
of ours, or persons otherwise affiliated with us (within the
meaning of the Act) to engage in any other business or to devote
time and attention to the management or other aspects of any
other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other trust, corporation, firm,
individual or association.
(b) You will notify us of any change in the general
partners of your partnership within a reasonable time after such
change.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
AllianceBernstein Municipal
Income Fund, Inc.
By:
________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
Accepted: As of July 22, 1992, as amended September 7, 2004
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
general partner
By:
________________________
▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
S:\MF_Legal\Advisory Agreements\9-7-04 AMIF.doc
6
