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.

      /S/ Nancy P. Jacklin                               Date:  March 10, 2010
      ---------------------------
      Nancy P. Jacklin


      /S/ Garry L. Moody                                 Date:  March 10, 2010
      ---------------------------
      Garry L. Moody


      /S/ John H. Dobkin                                 Date:  March 10, 2010
      ---------------------------
      John H. Dobkin


      /S/ Michael J. Downey                              Date:  March 10, 2010
      ---------------------------
      Michael J. Downey


      /S/ William H. Foulk, Jr.                          Date:  March 10, 2010
      ---------------------------
      William H. Foulk, Jr.


      /S/ D. James Guzy                                  Date:  March 10, 2010
      ---------------------------
      D. James Guzy


      /S/ Marshall C. Turner, Jr.                        Date:  March 10, 2010
      ---------------------------
      Marshall C. Turner, Jr.


      /S/ Earl D. Weiner                                 Date:  March 10, 2010
      ---------------------------
      Earl D. Weiner

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