THE ALLIANCEBERNSTEIN PORTFOLIOS
AMENDMENT NO. 4
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the duly elected and
qualified Trustees of The AllianceBernstein Portfolios, a Massachusetts business
trust, created and existing under an Agreement and Declaration of Trust dated
March 26, 1987, 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
amend Article III, Section 1 of the Agreement by adding the following after the
last sentence of Section 1:
"Without limiting the authority of the Trustees set forth in this Section
1, each of the following Series and classes shall be, and is hereby, established
and designated: AllianceBernstein Growth Fund, AllianceBernstein Wealth
Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy,
AllianceBernstein Conservative Wealth Strategy, AllianceBernstein Tax-Managed
Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth
Strategy, and AllianceBernstein Tax-Managed Conservative Wealth Strategy, which
each such Series may issue from time to time, shall be, and are hereby,
established and designated, such 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 X. Xxxxxx Date: 12/16/09
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/s/ Xxxxxxx X. Xxxxxx Date: 12/16/09
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/s/ Xxxxxxx X. Xxxxx, Xx. Date: 12/16/09
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/s/ D. Xxxxx Xxxx Date:
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D. Xxxxx Xxxx
/s/ Xxxxx X. Xxxxxxx Date: 12/16/09
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Xxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxx, Xx. Date: 12/16/09
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Xxxxxxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxxxx Date: 12/16/09
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SK 00250 0157 1052175