Exhibit (a)(9)
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AMENDMENT NO. 8
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. 8 be filed with the
Secretary of State of The Commonwealth of Massachusetts and do hereby amend the
Declaration as follows:
I. The first sentence of Section 1 of Article III of the Agreement is hereby
amended to read as follows:
"The beneficial interest in the Trust shall be divided into an unlimited
number of such Shares of beneficial interest, with 0.00001 par value, of
such Series or classes of Shares, and of such designations and with such
rights, preferences, privileges, limitations and such other relative terms
as shall be determined by the Trustees from time to time."
II. The text of Section 5 of Article III of the Agreement is hereby deleted in
its entirety.
III. The first sentence of the introductory paragraph of Section 6 of Article
III of the Agreement is hereby amended by deleting the introductory clause
beginning with "Without" and ending with "class,", and replacing
immediately thereafter "each" with "Each".
IV. Section 6 of Article III is hereby amended to add the following paragraph
after the introductory paragraph:
"The Trustees may amend the Declaration of Trust to create one or more
additional Series or classes of Shares with such rights and preferences
and such eligibility requirements for investment therein as the Trustees
shall determine and reclassify, reclassify any or all outstanding Shares
as shares of particular Series or classes of shares in accordance with
such eligibility requirements and change the designation of any Series or
class of Shares."
V. The first sentence of the introductory paragraph of paragraph (e) of
Section 6 of Article III of the Agreement is hereby amended by deleting
the introductory clause beginning with "Notwithstanding" and ending with
"V,", and replacing immediately thereafter "the" with "The".
VI. Paragraph (j) of Section 6 of Article III of the Agreement is hereby
amended to read as follows:
"(j) Elimination of Series or Class. At any time there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may amend this Declaration of Trust to abolish
that Series and to rescind the establishment and designation thereof. At
any time that there are no Shares outstanding of any particular class
previously established and designated of a Multi-Series Class, the
Trustees may abolish that class and rescind the establishment and
designation thereof, either by amending this Declaration of Trust (if such
class was established and designated by an amendment to this Declaration
of Trust), or by vote or written consent by a majority of the then
Trustees (if such class was established and designated by Trustee vote or
written consent)."
VII. The last sentence of Section 9 of Article III of the Agreement is hereby
deleted.
VIII. The last sentence of Section 10 of Article III of the Agreement is hereby
deleted.
IX. The first sentence of Section 1 of Article V of the Agreement is hereby
deleted and replaced with the following:
"The Shareholders shall not have the power to vote on any matter except:
(i) for the election or removal of Trustees to the extent and as provided
in this Article V, Section 1 and Article V, Section 7 hereof,
respectively, and (ii) with respect to such additional matters relating to
the Trust as may be required by law or as the Trustees may consider and
determine necessary or desirable."
X. The first three sentences of Section 3 of Article V of the Agreement are
hereby amended and replaced to read as follows:
"Except when a larger quorum is required by law, by the By-Laws or by this
Declaration of Trust, 30% of the Shares entitled to vote shall constitute
a quorum at a Shareholder's meeting. When any one or more Series or
classes is to vote as a single class separate from any other Shares which
are to vote on the same matters as a separate class or classes, 30% of the
Shares of each such class entitled to vote shall constitute a quorum at a
Shareholder's meeting of that class. Any meeting of Shareholders may be
adjourned from time to time by the Chairman of the Trustees, or by the
proposal and vote of the persons named as proxies, whether or not a quorum
is present, and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice."
XI. Section 8 of Article VIII of the Agreement is hereby amended and restated
in its entirety to read as follows:
"The Trustees may by vote of a majority of the Trustees then in office
amend or otherwise supplement the Declaration by making an amendment, a
Declaration supplemental hereto or an amended and restated Declaration."
The foregoing amendments 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/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx Date: March 9, 2011
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx Date: March 9, 2011
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx Date: March 9, 2011
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Date: March 9, 2011
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Date: March 9, 2011
/s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx. Date: March 9, 2011
/s/ D. Xxxxx Xxxx
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D. Xxxxx Xxxx Date: March 9, 2011
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxx X. Xxxxxx, Xx. Date: March 9, 2011
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Date: March 9, 2011
SK 00250 0451 1158860
