ADVISORY AGREEMENT
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II
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May 21, 1993
As amended as of
December 31, 1993,
September 7, 2004 and
September 13, 2006
AllianceBernstein L.P.
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Dear Sirs:
We, the undersigned AllianceBernstein Municipal Income Fund II
herewith confirm our agreement with you as follows:
1. We are an open-end, non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). We
are currently authorized to issue separate classes of shares and our Trustees
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, as
amended, and the Act. We are engaged in the business of investing and
reinvesting the assets of each of our portfolios in securities ("the portfolio
assets") of the type and in accordance with the limitations specified in our
Agreement and Declaration of Trust, 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 Trustees. 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 portfolio assets 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 the portfolio assets. 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 the portfolio
assets. In all purchases, sales and other transactions in the portfolio assets
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 Trustees at each meeting thereof all
changes in the portfolio assets since the prior report, and will also keep us in
touch with important developments affecting the portfolio assets 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 issuers
whose securities are included in the portfolio assets, 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
the portfolio assets as you may believe appropriate or as we reasonably may
request. In making such purchases and sales of the portfolio assets, you will
bear in mind the policies set from time to time by our Trustees as well as the
limitations imposed by our Agreement and Declaration of Trust and in our
Registration Statement under the Act and the Securities Act of 1933, the
limitations in the Act and of the Internal Revenue Code of 1986, as amended, in
respect of regulated investment companies and the investment objective, policies
and restrictions applicable to 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 Trustees 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, provided that all time devoted to the investment
or reinvestment of the portfolio assets 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 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
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, fees paid in accordance with an effective plan pursuant to Rule 12b-1
under the Act, expenditures which are capitalized in accordance with generally
accepted accounting principles 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 a 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 (l) 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 amounts, 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 of your obligations and duties hereunder.
5. In consideration of the foregoing each portfolio will pay you a
monthly fee at an annualized rate of .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 net assets of such portfolio.
Such fee shall be payable in arrears on the last day of each calendar month for
services performed hereunder during such month.
6. This agreement shall become effective on the date hereof and shall
continue in effect thereafter with respect to each portfolio so long as its
continuance is specifically approved at least annually by the Trustees or by the
vote of a majority of the outstanding voting securities of such portfolio (as
defined in the Act), and, in either case, by a majority of the Trustees who are
not parties to this agreement or interested persons, as defined in the Act, of
any party to this agreement (other than as Trustees of the trust), 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
the Trustees on 60 days' written notice to you, or by you with respect to any
portfolio on 60 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 officers or directors of
AllianceBernstein Corporation, your general partner, who may also be a Trustee,
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.
9. If you cease to act as our investment adviser, or, in any event, if
you so request in writing, we agree to take all necessary action to change our
name to a name not including the terms "Alliance," "▇▇▇▇▇▇▇▇▇" or
"AllianceBernstein." You may from time to time make available without charge to
us for our use such marks or symbols owned by you, including marks or symbols
containing the terms "Alliance," "▇▇▇▇▇▇▇▇▇" or "AllianceBernstein" or any
variation thereof, as you may consider appropriate. Any such marks or symbols so
made available will remain your property and you shall have the right, upon
notice in writing, to require us to cease the use of such ▇▇▇▇ or symbol at any
time.
10. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the Act.
11. Notice is hereby given that this agreement is entered into on our
behalf by an officer of our Trust in his capacity as an officer and not
individually and that the obligations of or arising out of this agreement are
not binding upon any of our Trustees, officers, shareholders, employees or
agents individually but are binding only upon the assets and property of our
Trust.
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 II
By
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Secretary
Agreed to and accepted:
May 21, 1993 as
amended as of December 31, 1993, September 7, 2004 and September 13, 2006
ALLIANCEBERNSTEIN L.P.
By
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