Exhibit (e)(2)
AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of March 1, 2005 to the Distribution Services Agreement (the
"Agreement") made as of August 27, 1996, between ALLIANCEBERNSTEIN REAL ESTATE
INVESTMENT FUND, INC. (formerly Alliance Real Estate Investment Fund, Inc.), a
Maryland corporation (the "Fund"), and ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND
MANAGEMENT, INC. (formerly Alliance Fund Distributors, Inc.), a Delaware
corporation (the "Underwriter"). Capitalized terms not defined herein have the
meaning set forth in the Agreement.
WITNESSETH
WHEREAS, the Fund and the Underwriter are parties to the Agreement;
WHEREAS, the Fund has decided to sell to the public shares of its
Class R Common Stock, Class K Common Stock and Class I Common Stock in
addition to its shares of Class A Common Stock, Class B Common Stock, Class C
Common Stock and Advisor Class Common Stock;
WHEREAS, the Underwriter is willing to act, and the Fund wishes to
appoint the Underwriter, as underwriter and distributor of the shares of Class R
Common Stock, Class K Common Stock and Class I Common Stock of the Fund;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 1 of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
SECTION I. Appointment of the Underwriter.
The Fund hereby appoints the Underwriter as the
principal underwriter and distributor of the Fund to sell to the
public shares of its Class A Common Stock (the "Class A shares"),
Class B Common Stock (the "Class B shares"), Class C Common Stock
(the "Class C shares"), Advisor Class Common Stock (the "Advisor
Class shares"), Class R Common Stock (the "Class R shares"), Class
K Common Stock (the "Class K shares"), Class I Common Stock (the
"Class I shares") and shares of such other class or classes as the
Fund and the Underwriter shall from time to time mutually agree in
writing shall become subject to this Agreement (the "New shares")
(the Class A shares, the Class B shares, the Class C shares, the
Advisor Class shares, the Class R shares, the Class K shares, the
Class I shares and the New shares being collectively referred to
herein as the "shares") and hereby agrees during the term of this
Agreement to sell shares to the Underwriter upon the terms and
conditions herein set forth.
2. Section 5(b) of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
(b) Except as may be required by NASD rules and
interpretations, the Fund will pay to the Underwriter each month a
distribution services fee that will not exceed, on an annualized
basis, 0.30% of the aggregate average daily net assets of the Fund
attributable to the Class A shares, 1.00% of the aggregate average
daily net assets of the Fund attributable to the Class B shares,
1.00% of the aggregate average daily net assets of the Fund
attributable to the Class C shares, 0.50% of the aggregate average
daily net assets of the Fund attributable to Class R shares and
0.25% of the aggregate average daily net assets of the Fund
attributable to Class K shares. The distribution services fee will
be used in its entirety by the Underwriter to make payments (i) to
compensate broker-dealers or other persons for providing
distribution assistance, (ii) to otherwise promote the sale of
shares of the Fund, including payment for the preparation,
printing and distribution of prospectuses and sales literature or
other promotional activities, and (iii) to compensate
broker-dealers, depository institutions and other financial
intermediaries for providing administrative, accounting and other
services with respect to the Fund's shareholders. A portion of the
distribution services fee that will not exceed, on an annualized
basis, .25% of the aggregate average daily net assets of the Fund
attributable to each of the Class A shares, Class B shares, Class
C shares, Class R shares and Class K shares will constitute a
service fee that will be used by the Underwriter for personal
service and/or the maintenance of shareholder accounts within the
meaning of NASD rules and interpretations.
3. Section 5(f) of the Agreement is amended by deleting it in its
entirety and replacing it with the following:
(f) The Fund is not obligated to pay any distribution
expenses in excess of the distribution services fee described
above in Section 5(b) hereof. Any expenses of distribution of the
Fund's Class A shares accrued by the Underwriter in one fiscal
year of the Fund may not be paid from distribution services fees
received from the Fund in respect of Class A shares in another
fiscal year. Any expenses of distribution of the Fund's Class B
shares, Class C shares, Class R shares and Class K shares accrued
by the Underwriter in one fiscal year of the Fund may be carried
forward and paid from distribution services fees received from the
Fund in respect of such class of shares in another fiscal year. No
portion of the distribution services fees received from the Fund
in respect of Class A shares may be used to pay any interest
expense, carrying charges or other financing costs or allocation
of overhead of the Underwriter. The distribution services fees
received from the Fund in respect of Class B shares, Class C
shares, Class R shares and Class K shares may be used to pay
interest expenses, carrying charges and other financing costs or
allocation of overhead of the Underwriter to the extent permitted
by Securities and Exchange Commission rules, regulations or
Securities and Exchange Commission staff no-action or
interpretative positions in effect from time to time. In the event
this Agreement is terminated by either party or is not continued
with respect to a class of shares as provided in Section 12 below:
(i) no distribution services fees (other than current amounts
accrued but not yet paid) will be owed by the Fund to the
Underwriter with respect to that class, and (ii) the Fund will not
be obligated to pay the Underwriter for any amounts expended
hereunder not previously reimbursed by the Fund from distribution
services fees in respect of shares of such class or recovered
through deferred sales charges. The distribution services fee of a
particular class may not be used to subsidize the sale of shares
of any other class.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Agreement.
ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT
FUND, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Secretary
ALLIANCEBERNSTEIN INVESTMENT RESEARCH
AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President &
Managing Director
Accepted as of the date written above:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
