ADVISORY AGREEMENT
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992, as amended September
7, 2004, September 13, 2006 and
December 17, 2009
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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. (a) In consideration of the foregoing we will pay you, in the case
of the Portfolios other than the AllianceBrnstein High Income Municipal
Portfolio, 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.
(b) In consideration of the foregoing we will pay you, in the case of
the AllianceBrnstein High Income Municipal Portfolio, at the Applicable Annual
Rate next described. The Applicable Annual Rate shall be .50 of 1.00% of the
first $2.5 billion, .45 of 1.00% of the excess over $2.5 billion up to $5
billion and .40 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 (i) shall become effective on the date hereof in the
case of the Portfolios other than the AllianceBernstein High Income Municipal
Portfolio, (ii) shall become effective on January 26, 2010 and shall remain
in effect until January 26, 2012 in the case of the AllianceBernstein High
Income Municipal Portfolio and (iii) shall continue in effect thereafter with
respect to each Portfolio so long as its 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 AllianceBernstein
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: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Accepted: As of July 22, 1992, as amended September 7, 2004, September 13, 2006
and December 17, 2009
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Deputy Corporate Xxxxxxxxx
XX 00000 0460 1036080
