THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AMENDMENT NO. 2
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the duly elected and
qualified Trustees of The AllianceBernstein Pooling Portfolios, a Massachusetts
business trust, created and existing under an Agreement and Declaration of Trust
dated November 11, 2004, as amended (the "Agreement"), a copy of which is on
file in the Office of the Secretary of State of The Commonwealth of
Massachusetts, do hereby direct that this Amendment No. 2 be filed with the
Secretary of State of The Commonwealth of Massachusetts and do hereby amend to
read in its entirety the first sentence of Section 6 of Article III of the
Agreement as follows:
"Without limiting the authority of the Trustees set forth in Section
5, inter alia, to establish and designate any further Series or
classes or to modify the rights and preferences of any Series or
class, each of the following Series and classes shall be, and is
hereby, established and designated: AllianceBernstein U.S. Value
Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio,
AllianceBernstein Global Real Estate Investment Portfolio,
AllianceBernstein International Value Portfolio, AllianceBernstein
International Growth Portfolio, AllianceBernstein Short Duration Bond
Portfolio, AllianceBernstein Intermediate Duration Bond Portfolio,
AllianceBernstein Inflation Protected Securities Portfolio,
AllianceBernstein High-Yield Portfolio, AllianceBernstein Small-Mid
Cap Value Portfolio and AllianceBernstein Small-Mid Cap Growth
Portfolio, which each such Series may issue from time to time, shall
be, and are hereby, established and designated, which classes shall
have the respective rights and preferences as may be determined from
time to time by the Trustees."
The foregoing amendment may be executed in several counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one instrument, and shall become effective as of the time it is filed
with the Secretary of State of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the undersigned have signed this amendment as of
the date set forth below.
/s/ Xxxx Xxxxx
---------------------------- Date: May 12, 0000
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---------------------------- Date: May 12, 2004
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---------------------------- Date: May 12, 2004
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/s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------- Date: May 12, 2004
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