THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AMENDMENT NO. 1
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being the sole Trustee of The AllianceBernstein
Pooling Portfolio, a Massachusetts business trust, created and existing under an
Agreement and Declaration of Trust dated November 11, 2004 (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. 1 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 Real Estate Investment
Portfolio, AllianceBernstein International Value Portfolio,
AllianceBernstein International Growth Portfolio, AllianceBernstein Short
Duration Bond Portfolio, AllianceBernstein Intermediate Duration Bond
Portfolio, AllianceBernstein TIPS 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 shall become effective as of the time it is filed
with the Secretary of State of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of February,
2005.
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Trustee
STATE OF NEW YORK )
) ss:
COUNTY OF )
Then personally appeared before me the above-named Xxxxxx X. Xxxxxxx and
acknowledged the foregoing instrument to be his free act and deed.
Dated: 2/9/2005 /s/ Xxxxx Xxxxx
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Notary Public
My Commission Expires:
