AMENDMENT TO
TRANSFER AGENCY AGREEMENT
Amendment made this day of June 14, 2006 between ALLIANCEBERNSTEIN REAL
ESTATE INVESTMENT FUND, INC., (formerly known as Alliance Real Estate Investment
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 August 27, 1996 (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 July 31, 1997 and will continue in
effect thereafter so long as its continuance is specifically approved at
least annually by the Directors or by a vote of the stockholders of the
Fund and in either case by a majority of the Directors 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 REAL ESTATE INVESTMENT FUND, INC.
By: -------------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: -------------------------------
Name:
Title:
SK 00250 0073 694508
