THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AMENDMENT NO. 5
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. 5 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 the 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 Global Research Growth Portfolio,
AllianceBernstein Global Value Portfolio, AllianceBernstein International
Value Portfolio, AllianceBernstein International Growth Portfolio,
AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein
Intermediate Duration Bond Portfolio, AllianceBernstein Bond Inflation
Protection Portfolio, AllianceBernstein High-Yield Portfolio,
AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein
Small-Mid Cap Growth Portfolio and AllianceBernstein Volatility Management
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.
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SK 00250 0453 4077605
