ALLIANCEBERNSTEIN EXCHANGE RESERVES
CERTIFICATE OF AMENDMENT
The undersigned, being at least a majority of the duly elected and
qualified Trustees of AllianceBernstein Exchange Reserves, a Massachusetts
business trust, created and existing under an Agreement and Declaration of Trust
dated January 14, 1994, 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 Certificate of Amendment be filed with the Secretary of
State of The Commonwealth of Massachusetts and do hereby amend the Declaration
as follows:
I. Article 4 of the Agreement is hereby amended by adding the following
heading after the heading "TRUSTEES AND OFFICERS":
"Section 4.1. Number, Designation, Election, Term, etc."
II. The first sentence of Section 4.2 of Article 4 of the Agreement is
hereby amended to read as follows:
"Annual meetings and special meetings of the Trustees may be held from
time to time, in each case, upon the call of such officers as may be
hereunto authorized by the By-Laws or vote of the Trustees, or by any two
(2) Trustees, or pursuant to a vote of the Trustees adopted at a duly
constituted meeting of the Trustees, and upon such notice as shall be
provided in the By-Laws."
III. Section 5.2(a) of Article 5 of the Agreement is hereby amended to
delete the second, fifth and sixth sentences.
IV. The first sentence of Section 7.1 of Article 7 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 Section 4.1(c) 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."
V. Section 7.4 of Article 7 of the Agreement is hereby amended to read as
follows:
"For the purpose of determining the Shareholders who are entitled to vote
or act at any meeting or any adjournment thereof, or who are entitled to
participate in any dividend or distribution, or for the purpose of any
other action, the Trustees may from time to time close the transfer books
for such period, not exceeding thirty (30) days (except at or in
connection with the termination of the Trust), as the Trustees may
determine; or without closing the transfer books the Trustees may fix a
date and time not more than ninety (90) days prior to the date of any
meeting of Shareholders or other action as the date and time of record for
the determination of Shareholders entitled to vote at such meeting or any
adjournment thereof or to be treated as Shareholders of record for
purposes of such other action, and any Shareholder who was a Shareholder
at the date and time so fixed shall be entitled to vote at such meeting or
any adjournment thereof or to be treated as a Shareholder of record for
purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date
and time shall be so entitled to vote at such meeting or any adjournment
thereof or to be treated as a Shareholder of record for purposes of such
other action."
VI. The first sentence of Section 7.5 of Article 7 of the Agreement is
hereby amended to read as follows:
"30% of the Shares entitled to vote shall be a quorum for the transaction
of business at a Shareholders' meeting, but any lesser number shall be
sufficient for adjournments."
VII. Section 9.1 of Article 9 of the Agreement is hereby amended to read
as follows:
"Duration and Termination of Trust. Unless terminated as provided herein,
the Trust shall continue without limitation of time and, without limiting
the generality of the foregoing, no change, alteration or modification
with respect to any Portfolio or Series of Shares shall operate to
terminate the Trust. Upon termination, after paying or otherwise providing
for all charges, taxes, expenses and liabilities, whether due or accrued
or anticipated as may be determined by the Trustees, the Trust shall in
accordance with such procedures as the Trustees consider appropriate
reduce the remaining assets to distributable form in cash, Securities or
other property, or any combination thereof, and distribute the proceeds to
the Shareholders, in conformity with the provisions of Section 6.2(d)
hereof."
VIII. Section 9.2 of Article 9 of the Agreement is hereby amended to read
as follows:
"Reorganization. The Trustees may sell, convey and transfer all or
substantially all of the assets of the Trust, or the assets belonging to
any one or more Portfolios, to another trust, partnership, association or
corporation organized under the laws of any state of the United States, or
may transfer such assets to another Portfolio of the Trust, in exchange
for cash, Shares or other Securities (including, in the case of a transfer
to another Portfolio of the Trust, Shares of such other Portfolio), or to
the extent permitted by law then in effect may merge or consolidate the
Trust or any Portfolio with any other Trust or any corporation,
partnership, or association organized under the laws of any state of the
United States, all upon such terms and conditions and for such
consideration when and as authorized by vote or written consent of a
Majority of the Trustees without the approval of Shareholders of any
Series or Class unless otherwise required by applicable law. Following
such transfer, the Trustees shall distribute the cash, Shares or other
Securities or other consideration received in such transaction (giving due
effect to the assets belonging to and indebtedness of, and any other
differences among, the various Portfolios of which the assets have so been
transferred) among the Shareholders of the Portfolio of which the assets
have been so transferred; and if all of the assets of the Trust have been
so transferred, the Trust shall be terminated."
IX. Section 9.3 of Article 9 of the Agreement is hereby amended to read as
follows:
"Amendments, etc. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right
to amend this Declaration of Trust as herein provided, except that no
amendment shall repeal the limitations on personal liability of any
Shareholder or Trustee or the prohibition of assessment upon the
shareholders (otherwise than as permitted under Section 6.2(g)) or limit
the rights to indemnification or insurance provided in Article 8 with
respect to actions or omissions of persons entitled to indemnification
under such Article prior to such amendment. Subject to the foregoing, 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 Date: March 9, 2011
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Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxx Date: March 9, 2011
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Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx Date: March 9, 2011
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/s/ Xxxx X. Xxxxxx Date: March 9, 2011
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Xxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx Date: March 9, 2011
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Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxx, Xx. Date: March 9, 2011
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Xxxxxxx X. Xxxxx, Xx.
/s/ X. Xxxxx Xxxx Date: March 9, 2011
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X. Xxxxx Xxxx
/s/ Xxxxxxxx X. Xxxxxx, Xx. Date: March 9, 2011
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Xxxxxxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxxxx Date: March 9, 2011
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Xxxx X. Xxxxxx
SK 00250 0451 1158881
