AMENDMENT TO DISTRIBUTION SERVICES AGREEMENT
AMENDMENT made as of June 14, 2006 to the Distribution Services Agreement (the
"Agreement") made as of August 27, 1996, as amended March 1, 2005, between
ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND, INC. (formerly Alliance Real
Estate Investment Fund, Inc.), a Maryland corporation (the "Fund"), and
ALLIANCEBERNSTEIN INVESTMENTS, INC. (formerly AllianceBernstein Investment
Research and Management, Inc. and 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 and the Underwriter wish to amend the Agreement in the
manner set forth herein;
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Section 12(a) of the Agreement is amended by deleting it in its entirety
and replacing it with the following:
SECTION 12. Term of Agreement.
(a) This Agreement shall become effective on the date hereof and shall
continue in effect until July 31, 1997, and continue in effect thereafter
with respect to each class; provided, however, that such continuance is
specifically approved at least annually by the Directors of the Fund or by
vote of the holders of a majority of the outstanding voting securities (as
defined in the Investment Company Act) of that class, and, in either case,
by a majority of the Directors of the Fund who are not parties to this
Agreement or interested persons, as defined in the Investment Company Act,
of any such party (other than as directors of the Fund) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreement related thereto; provided further, however, that if the
continuation of this Agreement is not approved as to a class or a
Portfolio, the Underwriter may continue to render to such class or
Portfolio the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder. Upon
effectiveness of this Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter hereof. This
Agreement may be terminated (i) by the Fund with respect to any class or
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities (as so defined) of such class
or Portfolio, or by a vote of a majority of the Directors of the Fund who
are not interested persons, as defined in the Investment Company Act, of
the Fund (other than as directors of the Fund) and have no direct and
indirect financial interest in the operation of the Plan or any agreement
related thereto, in any such event on sixty days' written notice to the
Underwriter; provided, however, that no such notice shall be required if
such termination is stated by the Fund to relate only to Sections 5 and 16
hereof (in which event Sections 5 and 16 shall be deemed to have been
severed herefrom and all other provisions of this Agreement shall continue
in full force and effect), or (ii) by the Underwriter with respect to any
Portfolio on sixty days' written notice to the Fund.
2. No Other Changes. Except as provided herein, the Agreement shall be
unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement.
ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND, INC.
By: -----------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: -----------------------------
Name:
Title:
Accepted as of the date written above:
ALLIANCEBERNSTEIN L.P.
By: --------------------------------
Name: Xxxx Xxxxxx
Title: Xxxxxxxxx
XX 00000 0073 693582
