in re: alliance, franklin templeton, bank of america...

Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 of 115

UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND

IN RE MUTUAL FUNDS INVESTMENT LITIGATION

This Document Relates To:

IN RE ALLIANCE, TEMPLETON, BANK OF AMERICA/NATIONS FUNDS, AND PILGRIM BAXTER

ALLIANCE SUBTRACK

MDL DOCKET 1586

Case No. 04-md-I 5862 (AMD)

FINAL JUDGMENT AND ORDER

WHEREAS, an investor class action of the Alliance sub-track, captioned In re

AllianceFranklin/Templeton, Bank of America, Pilgram Baxter, Alliance Subtrack, Case No.

1:04-MD-15862-AMD (the "Investor Class Action"); a derivative action of the Alliance sub-

track, captioned In re Alliance, Franklin/Templeton, Bank of America, Pilgrim Baxter, In re

Alliance Mutual Funds Derivative Litigation, Bernstein v. Alliance Capital management L.P., et

al., No. 1:04-MD-15 862-AMD (the "Fund Derivative Action"), and an ERISA class action of the

Alliance sub-track, captioned, Stansbery v. AX4 Financial, Inc., et at., Civil Action No. 1:04-

CV-00586 (the "ERISA Class Action"), are pending in the United States District Court for the

District of Maryland (the "Actions"); and

WHEREAS, this matter came before the Court for hearing pursuant to the Preliminary

Order for Notice and Hearing in Connection with Settlement Proceedings in the Alliance Sub-

Track dated May 19, 2010 (the "Preliminary Approval Order"), on the application of the parties

for, among other things, approval of the Settlement set forth in the Stipulation and Agreement of

Settlement dated November 4, 2009 (the "Stipulation") entered into by plaintiffs Philip L.


Erickson and Nadine Geller (the "Investor Class Plaintiffs") and Martine Stansbery, Jr. (the

"ERISA Class Plaintiff'), on behalf of themselves and the Investor Class and ERISA Class,

respectively; plaintiffs Ira Newman, Jean L. Taylor, Robert J. Sealens, Anthony Antoniello,

Nancy Ann Antoniello, James W. Burns, Thomas C. Bums, Jean lezza, Pat lezza, Linda D.

Ames-Weiner, Felicia Bernstein, custodian for Danielle Brooks Bernstein, Mun Hung, Martin

Goldberg, Robert Finnell, Simon J. Denenberg, Trustee for the Beverly Kaufman Trust, Rena

Jarolawicz, Dr. Siegel Morton, Gail Craven, Richard Busch, Steve Burda, Virginia Wilcox,

JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz (the "Fund Derivative

Plaintiffs" and, together with the Investor Class Plaintiffs and the ERISA Class Plaintiff, the

"MDL Plaintiffs"), acting on behalf of the AllianceBernstein Funds; and defendants Alliance

Capital Management Holding, L.P., Alliance Capital Management L.P. (n/k/a AllianceBernstein

L.P.), Alliance Capital Management Corporation (n/k/a AllianceBemstein Corporation), AXA

Financial, Inc., AXA S.A., Equitable Life Assurance Society of the United States, nlkla AXA

Equitable Life Insurance Company, AllianceBernstein Investment Research and Management,

Inc. (n/k/a AllianceBemstein Investments, Inc.), Alliance Global Investor Services, Inc. (n/k/a

AllianceBernstein Investor Services, Inc.), each of the AllianceBernstein Funds, and each of the

current and former subsidiaries, affiliates, officers, directors and trustees of the foregoing

institutions, companies and AllianceBernstein Funds (the "Alliance Settling Defendants")'

For purposes of the Settlement, the term "Alliance Settling Defendants" includes all individuals currently or formerly associated with any of the Alliance Settling Defendants or any of the AllianceBemstein Funds. "AllianceBernstein Funds" is defined as all of the mutual funds in the AllianceBemstein family of mutual funds whose operations during the Class Period were advised or managed by Alliance Capital Management L.P., and all registrants which issued shares in each of the aforesaid mutual funds, and the successors, predecessors and assigns of each of the foregoing.

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(collectively, the Alliance Settling Defendants and MDL Plaintiffs are hereinafter referred to as

the "Parties"), by and through their respective counsel;

WHEREAS, Investor Lead Counsel (together with ERISA Class Counsel and Fund

Derivative Counsel, "Plaintiffs' Lead Counsel") brought the class action to represent and pursue

the claims of all holders of shares in the AllianceBernstein Funds who had potentially been

injured by market-timing or late trading during the Class Period; Investor Lead Counsel hired an

expert to examine the trading records of the AllianceBemstein Funds, to determine which, if any,

of the AllianeeBernstein Funds, and thereby their holders, had potentially been damaged; and

after a thorough review, Investor Lead Counsel's expert determined that only certain mutual

funds in the AllianceBernstein family of mutual funds had in fact been potentially damaged; 2 and

WHEREAS, due and adequate notice having been given to the Investor Class and ERISA

Class (together, the "Classes"), which Classes were preliminarily certified by the Court for

settlement purposes, and current shareholders of the AllianceBemstein Funds, as required in the

Preliminary Approval Order, and the Court having considered all papers filed and proceedings

had herein and otherwise being fully informed in the premises and good cause appearing

therefore;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

1. This Final Judgment and Order (the "Judgment") incorporates by reference the

definitions in both the Stipulation and the Preliminary Approval Order, and all terms used herein

shall have the same meanings as set forth in the Stipulation and the Preliminary Approval Order.

2 Specifically, the mutual funds in the AllianceBernstein family of mutual funds which Plaintiffs' damages expert determined to have sustained damages as a result of market timing and/or late trading activities, or the effect or aftermath of such trading, during the Class Period are set forth in Exhibit 1 attached hereto (collectively referred to as the "Class Funds").

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2. This Court has jurisdiction over the subject matter of the Actions, and over all

Parties to the Actions, including all members of the Classes.

3. The Court hereby finds that (i) notice of the pendency of the Investor Class

Action and the ERISA Class Action as class actions and of the proposed Settlement of the

Actions was given to all members of the Classes who could be identified with reasonable effort,

pursuant to and in the manner directed by the Preliminary Approval Order, (ii) proof of such

notice program was filed with the Court by Plaintiffs' Lead Counsel, and (iii) full opportunity to

be heard has been offered to all Parties, the Classes, and persons and entities in interest. The

form and manner of the Notice, Long-Form Notice and Publication Notice are hereby determined

to have been the best notice practicable under the circumstances and to have been given in full

compliance with each of the requirements of due process, Rule 23 of the Federal Rules of Civil

Procedure, Section 211)(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7),

as amended by the Private Securities Litigation Reform Act of 1995 ("PSLRA"), and it is further

determined that all members of the Investor Class who did not timely and properly elect to

exclude themselves in accordance with the requirements set forth in the Notice, Long-Form

Notice and the Preliminary Approval Order, are bound by the Judgment herein.

4. The Court hereby finds that the form and method of providing notice to current

shareholders of the AllianceBemstein Funds of the Settlement of the Fund Derivative Action was

reasonable and adequate and in compliance with Rule 23.1(c) of the Federal Rules of Civil

Procedure.

5. The Court hereby affirms its findings in the Preliminary Approval Order that each

of the provisions of FED. R. Civ. P. 23 has been satisfied and the Investor Class Action and

ERJSA Class Action have been properly maintained as class actions in accordance with the

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provisions of Rule 23.

6. This Court finds, for purposes of settlement only, that the Investor Class satisfies

all of the requirements of certification under Rule 23(a) and Rule 23(b)(3). The Court finds that

(i) the Investor Class is so numerous that joinder of all members is impracticable; (ii) there are

questions of law and fact common to the Investor Class; (iii) the claims of the Investor Class

Plaintiffs are typical of the Investor Class; (iv) Investor Class Plaintiffs and their counsel have

fairly and adequately protected the interests of the Investor Class; (v) the questions of law and

fact common to members of the Investor Class predominate over any questions affecting only

individual members of the Investor Class; and (vi) a class action is superior to other available

methods for the fair and efficient adjudication of the controversy.

7. The Court hereby affirms its determination in the Preliminary Approval Order and

hereby finally certifies, for purposes of settlement only, a class composed of all persons (other

than defendants, their families and affiliates) who, during the period from October 1, 1998 to

September 30, 2003, inclusive, purchased and/or held shares in any mutual fund in the Class

Funds (the "Investor Class"). Excluded from the Investor Class are defendants (i.e., the Settling

Entities 3), members of the immediate family of each of the individual defendants, any subsidiary,

"Settling Entities" is defined as: (i) Alliance Capital Management Holding, L.P., Alliance Capital Management L.P. (n/kla AllianceBernstein L.P.), Alliance Capital Management Corporation (n/k/a AllianceBernstein Corporation), AXA Financial, Inc., AXA S.A., The Equitable Life Assurance Society of the United States, n/k/a AXA Equitable Life Insurance Company, AllianceBernstein Investment Research and Management, Inc. (n/k/a AllianceBernstein Investments, Inc.), Alliance Global Investor Services, Inc. (n/k/a AllianceBemstein Investor Services, Inc.), each of the AllianceBernstein Funds, John D. Carifa, Marc 0. Mayer, Michael J. Laughlin, Roger Hertog, Bruce W. Calvert, Hank Brennan, Gerald Malone, Charles Schaffran, Mark D. Gersten and Wayne D. Lyski, and each of the current and former subsidiaries, affiliates, officers, directors and trustees of the foregoing institutions, companies and AllianceBemstein Funds; (ii) Bane of America Securities LLC; (iii) Bear, Steams & Co. Inc. (n/k/a J.P. Morgan Securities Inc.), Bear, Stearns Securities Corp. (n/k/a J.P. Morgan Clearing Corp.), and The Bear Steams Companies Inc. (n/k/a The Bear Stearns Companies

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affiliate, director, officer, or employee of any of the defendants, any entity in which any

excluded person or entity has a controlling interest, and the legal representatives, heirs,

successors and assigns of any excluded person or entity. Also excluded from the Investor Class

are all persons and entities who excluded themselves from the Settlement by timely requesting

exclusion in accordance with the requirements set forth in the Notice, Long-Form Notice and

Preliminary Approval Order, as listed on Exhibit 2 annexed hereto.

8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, for purposes of

settlement only, the Court affirms its findings in the Preliminary Approval Order and hereby

finally certifies plaintiffs Philip L. Erickson and Nadine Geller as Class Representatives for the

Investor Class, and finally certifies the law firm of Barroway Topaz Kessler Meltzer & Check,

LLP as Class Counsel for the Investor Action.

9. This Court finds, for purposes of settlement only, that the ERISA Class satisfies

all of the requirements of certification under Rule 23(a), 23(b)(I) and 23(b)(2). The Court finds

that the ERISA Class satisfies the requirements for certification under Rule 23(b)(1) because

adjudications with respect to individual ERISA Class Members would, as a practical matter, be

dispositive of other ERISA Class Members not parties to the individual adjudications or would

substantially impair their ability to protect their interests and Rule 23(b)(2) because defendants in

the ERISA Action have allegedly acted or refused to act on grounds that apply generally to the

ERISA Class, so that final injunctive or declaratory relief respecting the class as a whole would

be appropriate.

10. The Court hereby affirms its determination in the Preliminary Approval Order and

LLC); (iv) Daniel G. Calugar and Security Brokerage, Inc. (now known as Symphonic Alpha, LLC); and (v) Canary Capital Partners, LLC, Canary Capital Partners, Ltd., Canary Investment Management, LLC, and Edward J. Stem.


hereby finally certifies, for purposes of settlement only, a class comprised of all persons who

were participants in or beneficiaries of the Alliance Plan 4 at any time between October 2, 1998

and September 30, 2003 and whose accounts included investments in the Class Funds and

Alliance Holding Units (the "ERISA Class"). Excluded from the Investor Class are defendants,

members of the immediate family of each of the individual defendants, any subsidiary, affiliate,

director, officer, or employee of any of the defendants, any entity in which any excluded person

or entity has a controlling interest, and the legal representatives, heirs, successors and assigns of

any excluded person or entity.

11. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, for purposes of


finally certifies plaintiff Martine Stansbery, Jr. as Class Representative for the ERISA Class, and

finally certifies the law firm of Harwood Feffer LLP as Class Counsel for the ERISA Action.

12. Pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, for purposes of


makes a final determination that the Fund Derivative Plaintiffs and their counsel, the law firm of

Pomerantz Haudek Grossman & Gross LLP, are adequate representatives of the

AllianceBemstein Funds on whose behalf the derivative claims were brought.

13. The Court hereby approves the Settlement as set forth in the Stipulation, and finds

that the Settlement is, in all respects, fair, reasonable, adequate, and in the best interests of the

Classes and AllianceBernstein Funds. The Parties to the Stipulation are hereby authorized and

directed to comply with and to consummate the Settlement in accordance with its terms and

The Alliance Plan includes any profit sharing plan for the employees of Alliance Capital Management, L.P. or AllianceBernstein L.P. whose participants included members of the ERISA Class.

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provisions; and the Clerk of this Court is directed to enter and docket this Judgment in the

Actions.

14. The Court hereby finds that the objection by James J. Dinsick at Docket No. 1322

and the objection by Helen Wood at Docket No. 1347 are overruled.

15. The Court hereby finds, after reviewing the objection submitted by Theodore

Bechtold in the Strong sub-track of the MDL Actions and the objections that Theodore Bechtold

attempts to raise in this sub-track, that Theodore Bechtold has no standing to object in the

Alliance sub-track.

16. Upon the Effective Date of the Settlement, the Actions and all claims included

therein, including without limitation, all of the Settled Claims (defined in the Stipulation and in

Paragraph 17(b) below), are dismissed with prejudice as against each and all of the Released

Persons (defined in the Stipulation and in Paragraph 17(a) below). The Parties are to bear their

own costs, except as otherwise provided in the Stipulation.

17. As used in this Judgment, the terms "Settled Claims," "Released Persons,"

"Alliance Settling Defendants' Claims," and "Unknown Claims" shall have the meanings

specified below:

(a) "Settled Claims" means any and all claims, actions, allegations, rights,

demands, causes of action, defenses, counterclaims, set-offs (both legal and equitable), rights,

liabilities, suits, and matters, whether known or unknown, suspected or unsuspected, liquidated

or unliquidated, whether direct, individual, class, representative, derivative, or in any other form

from the beginning of time to the date hereof, arising out of or related, directly or indirectly, in

any way, to any allegations concerning or relating to market timing, late trading or short term or

excessive trading in the AllianceBernstein Funds at any time during the Class Period, or the


effects or aftermath of any of those activities including but not limited to Unknown Claims (as

defined below) and those allegations, transactions, facts, matters, occurrences, representations or

omissions involved, set forth, referred to or that could have been asserted in the Alliance

Consolidated Amended Class Action Complaint, the Amended Class Action Complaint for

Violations of the Employee Retirement Income Security Act, and the Alliance Consolidated

Amended Derivative Complaint, whether such claims, rights, demands, causes of action, suits,

matters, and issues arise under any state or federal statutory or common law or the law of any

foreign jurisdiction against any of the Alliance Released Persons. Settled Claims shall not

include any claim against any of the Broker Defendants, the Market Timer Defendants or any of

the other defendants in any of the other MDL Actions. Settled Claims shall also not include the

claims asserted in In re AllianceBernstein Mutual Funds Excessive Fee Litig., Civ. Action No.

04-4885 (SWK) (S.D.N.Y. 2004).

(b) "Released Persons" means the Alliance Settling Defendants and their

current and former general partners, limited partners, directors, trustees, officers, employees,

affiliates, attorneys, accountants, agents, insurers, co-insurers, and reinsurers, all in their

capacities as such.

(c) "Alliance Settling Defendants' Claims" means any and all claims, rights

or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or

common law or any other law, rule or regulation, including both known claims and Unknown

Claims (as defined below), that have been or could have been asserted in the Action or any

forum by the Alliance Settling Defendants or any of them or the successors and assigns of any of

them against any of the MDL Plaintiffs, Class Members or Alliance Settling Defendants, or their

attorneys, which arise out of or relate in any way to the institution, prosecution, or settlement of

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the Action (except for claims to enforce the Settlement).

(d) "Unknown Claims" means any Settled Claims which MDL Plaintiffs or

any Class Member does not know or suspect to exist in his, her or its favor at the time of the

release of the Alliance Released Persons, and any Alliance Settling Defendants' Claims that any

Alliance Settling Defendant does not know or suspect to exist in his, her or its favor, which, if

known by him, her or it, might have affected his, her or its decision(s) with respect to this

Settlement. With respect to any and all Settled Claims and Alliance Settling Defendants'

Claims, the Parties stipulate and agree, upon the Effective Date, the MDL Plaintiffs and Alliance

Settling Defendants expressly waive and relinquish, and the Class Members and Alliance

Released Persons shall be deemed to have, and by operation of the Final Judgment and Order

shall have expressly waived and relinquished, to the fullest extent permitted by law, the

provisions, rights and benefits of California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The MDL Plaintiffs and the Alliance Settling Defendants expressly waive and the Class

Members and Alliance Released Persons shall be deemed to, and upon the Effective Date and by

operation of the Final Judgment and Order shall, have waived any and all provisions, rights and

benefits conferred by any law of the United States or of any state or territory of the United

States, or principle of common law, which is similar, comparable or equivalent to California

Civil Code §1542. The Parties acknowledge that the foregoing waiver was bargained for and a

key element of the Settlement of which this release is a part.

18. Upon the Effective Date of this Settlement:

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(a) the MDL Plaintiffs, the Investor Class Members and the ERISA Class

Members on behalf of themselves, their heirs, executors, administrators, attorneys, successors,

and assigns release and forever discharge any and all Settled Claims and Unknown Claims, and

shall forever be enjoined from prosecuting any Settled Claims or Unknown Claims against any

of the Alliance Released Persons.

(b) Each of the Alliance Settling Defendants, on behalf of themselves and the

Alliance Released Persons, release and forever discharge each and every one of the Alliance

Settling Defendants' Claims, and shall forever be enjoined from prosecuting the Alliance

Settling Defendants' Claims, against the MDL Plaintiffs, the Investor Class Members and the

ERISA Class Members. This provision shall not apply with respect to any Alliance Settling

Defendant's claim involving a member of the Investor Class who elects to opt out of the

Settlement.

(c) The Releases attached hereto as Exhibit 3 shall become effective.

19. Upon approval of this Settlement by the Court, the Alliance Settling Defendants

will assign to the MDL Plaintiffs, as assignees, their claims against such of the named Broker

and/or Market Timer Defendants that have executed Court approved settlements with the MDL

Plaintiffs that include a settlement of the assigned claims, provided that: (i) such named Broker

or Market Timer Defendant(s) agree to give a full release back to the Alliance Released Persons;

and (ii) the Independent Directors consent to the settlement, provided that such consent shall not

be unreasonably withheld. Such assignment will be effective upon the execution by the MDL

Plaintiffs of a settlement with such entities that meets the requirements set forth in the preceding

sentence.

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20. Upon the Effective Date of the Settlement, the pertinent provisions of the Private

Securities litigation Reform Act of 1995 ("PSLRA") relating to settlement discharge (15 U.S.C.

§78u-4(f)(7)(A&B)) will apply to this Settlement, and pursuant thereto, and pursuant to the

Parties' agreement, this Judgment will bar all future claims for contribution (arising out of or in

any way related to the Settled Claims) by any Person against the Released Persons.

21. This Judgment, the Stipulation, and any proceedings taken pursuant to it, and any

statements made in connection with the proceedings, shall not be:

(a) offered or received against the Alliance Settling Defendants as evidence

of, or construed as or deemed to be evidence of, any presumption, concession, or admission by

any of the Alliance Settling Defendants with respect to the truth of any fact alleged by any of the

MDL Plaintiffs or the validity of any claim that has been or could have been asserted in the

Actions or in any litigation, or the deficiency of any defense that has been or could have been

asserted in the Actions or in any litigation, or of any liability, negligence, fault, or wrongdoing of

the Alliance Settling Defendants;

(b) offered or received against the Alliance Released Persons as evidence of a

presumption, concession, or admission of any fault, misrepresentation, or omission with respect

to any statement or written document approved or made by any Alliance Released Person;

(c) offered or received against the Alliance Settling Defendants, the MDL

Plaintiffs or the Classes as evidence of a presumption, concession or admission with respect to

any liability, negligence, fault or wrongdoing, or in any way referred to for any reason as against

any of the Alliance Settling Defendants, in any other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions of the

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Stipulation; provided, however that if the Stipulation is approved by the Court, the Alliance

Settling Defendants may refer to it to effectuate the liability protection granted them thereunder;

(d) construed as an admission or concession that the consideration to be given

thereunder represents the amount which could be or would have been recovered after trial; and

(e) construed as or received in evidence as an admission, concession or

presumption against the MDL Plaintiffs or any of the members of the Classes that any of their

claims are without merit, or that defenses asserted by the Alliance Settling Defendants have any

merit, or that damages recoverable under the Complaints would not have exceeded the

Settlement Fund.

22. Only those Investor Class Members who file a valid Proof of Claim and Release

forms ("Proofs of Claim") shall be entitled to participate in the Settlement and receive a

distribution from the Settlement Fund. The Proof of Claim to be executed by the Investor Class

Members shall further release all Settled Claims against the Released Persons. All Investor

Class Members shall, as of the Effective Date of the Settlement, be bound by the releases set

forth herein whether or not they submit a valid and timely Proof of Claim.

23. Separate orders shall be entered regarding approval of the Plan of Allocation and

of Plaintiffs' Counsel's applications for attorneys' fees and reimbursement of litigation expenses

as allowed by the Court. The finality of this Judgment shall not be affected, in any manner, by

any rulings that the Court may make on the Plan of Allocation and/or the application of

Plaintiffs' Counsel for awards of attorneys' fees and reimbursement of litigation expenses.

24. The Court finds that all Parties and their counsel have complied with each

requirement of the PSLRA and Rule 11 of the Federal Rules of Civil Procedure as to all

proceedings herein.

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25. Without affecting the finality of the Judgment in any way, the Court reserves

exclusive and continuing jurisdiction over the Action, the MDL Plaintiffs, the Classes, and the

Released Persons for the purposes of: (1) supervising the implementation, enforcement,

construction, and interpretation of the Stipulation, including any releases executed in connection

therewith, and the Judgment; (2) considering and approving the Plan of Allocation; (3) hearing

and determining any application by Plaintiffs' Counsel for an award of attorneys' fees and

expenses if such determination is not made at the final hearing; (4) allowing, disallowing or

adjusting the claim of any member of the Classes on equitable grounds and any award or

distribution of the Net Settlement Fund; (5) supervising the distribution of the Net Settlement

Fund; and (6) determining any other matters related or ancillary to the foregoing.

26. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or in the event that the Settlement Fund, or any portion thereof, is

returned to the Alliance Settling Defendants, then this Judgment shall be rendered null and void

to the extent provided by and in accordance with the Stipulation and shall be vacated and, in such

event, all orders entered and releases delivered in connection herewith shall be null and void to

the extent provided by and in accordance with the Stipulation.

27. Without further Order of this Court, the Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation.

28. There is no reason for delay in the entry of this Judgment and immediate entry by

the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil

Procedure.

SIGNED this ______ day of

THE HONORABLE J. FREDERICK MOTZ UNITED STATES DISTRICT JUDGE

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EXHIBIT 1*

1. Alliance International Fund

2. Alliance National Municipal Income Fund

3. AllianceBernstein Americas Government Income Trust (f/k/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 7

4. AllianceBernstein Balanced Shares (17k/a Alliance Balanced Shares)

5. AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio (f/k/a Alliance Bond Fund - Corporate Bond Portfolio) 8

6. AllianceBernstejn Bond Fund - Allianceflernstein U.S. Government Portfolio (f/k/a Alliance Bond Fund - U.S. Government Portfolio) 9

7. AllianceBernstein Disciplined Value Fund (f/k/a Alliance Disciplined Value Fund)' °

8. AllianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund)

9. AllianceBernstein Global Small Cap Fund (f/ida Alliance Global Small Cap Fund) 12

10. AllianceBernstein Growth and Income Fund (f/k/a Alliance Growth and Income Fund)

11. AllianceBernstein High Yield Fund (f/k/a Alliance High Yield Fund) 13

* Fund names printed in bold indicate the names as of the end of the Class Period

Acquired by AllianceBernstein Trust - AllianceBernstein International Value Fund in May 2002 6 Now known as AllianceBernstein National Municipal Income Fund

Became AllianceBernstein Global Government Income Trust in February 2006; now known as AllianceBernstein Global Bond Fund 8 Merged with AllianceBemstein High Yield Fund and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008

Acquired by AllianceBemstein Bond Fund - AllianceBernstein Intermediate Bond Portfolio in November 2007 10 Now known as AllianceBernstein Focused Growth & Income Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBemstein High Income Fund in January 2008 12 Liquidated in February 2005

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12. AllianceBernstein Mid-Cap Growth Fund (f/k/a The Alliance Fund, Alliance Mid-Cap Growth Fund) 14

13. AllianceBernstein New Europe Fund (f/k/a Alliance New Europe Fund) 15

14. AllianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 16

15. AllianceBernstein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund) 17

16. AllianceBernstein Quasar Fund (f7kla Alliance Quasar Fund) 18

17. AllianceBernstein Technology Fund (fYkla Alliance Technology Fund) 19

18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund 20

19. The AllianceBernstein Portfolios - AllianceBernstein Growth Fund (f/k/a The Alliance Portfolios - Alliance Growth Fund)

13 Merged with AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBemstein High Income Fund in January 2008 14 Now known as AllianceBernstein Small/Mid-Cap Growth Fund 15 Merged into AllianceBemstein International Research Growth Fund in July 2005 16 Now known as AllianceBernstein Large Cap Growth Fund 17 Now known as AllianceBernstein Global Real Estate Fund 18 Now known as AllianceBernstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio 19 Became AllianceBernstein Global Technology Fund in December 2004; now known as AllianceBernstein Global Thematic Growth Fund 20 Now known as AllianceBernstein Trust - AllianceBernstein Small/Mid Cap Value Fund

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hI"bit 2


Requests for Exclusion

-s- - 1. Harriette J. Gallagher 7/12/2010

2. Benjamin Gorbea 7/15/2010

3. Mary Kleiner 7/16/2010

4. Norma A. Foerster & Fred G. Foerster 7/19/2010

S. Elizabeth L Withers 7/26/2010

6. Theodore V. Allen & Emilenan P. Allen 7/26/2010

7. Emily P. Gordon 8/2/2010

8. Nicholas V. Petrou Family Trust 8/6/2010

9. Estate of Bertha Lawrence Swann 8/9/2010

10. James 0. Browning CUST Elizabeth H. Browning UTMA NM 8/12/2010

11. James 0. Browning CUST Eli G. Browning 8/18/2020

12. James 0. Browning CUST Elizabeth H. Browning 8/18/2010

13. Roger R. Smith 8/24/2010

14. Kenneth A. Gazdag 8/24/2010

15. James 0. Browning 8/24/2010

16. Joseph Arens 8/24/2010

17. Paula E. Orsa 8/25/2010

18. Eugenio Nibot 8/26/2010

19. Gayle L Reed 8/26/2010

20. Elizabeth L Withers 8/27/2010

21. James Browning, FMTCO CUST IRA, FBO JAN RAMEY BROWNING 8/27/2010

22. Beverly J. Anderson (c/f Julie Atkinson IRA) 8/27/2010

23. Mary L. Gazdag 8/27/2010

24. Jan Ramey Browning 9/2/2010

25. Mary Kliener 9/2/2010

26. Jacob R. Browning 9/2/2010

27. Madeline Beck 9/3/2010

28. Betty L. Simonds 9/13/2010

29. Arthur F. Sanders 9/13/2010

30. Gene Bennett 9/13/2010

31. Shirley J. Werner 9/14/2010

32. Clista Young 9/15/2010

33. Eugenio M. Nibot & Ofelia M. Nlbot 9/17/2010

34. Olga Sarmiento 9/17/2010

35. Stacla D. Petrou 9/17/2010

36. Juan Jose Mateos 9/20/2010

37. Marilyn I Preuss TTEE CorelI Pou rover Trust 9/20/2010

38. Clovis Dean Gentry 9/20/2010

39. Kenneth J. Anni bale 9/20/2010

40. Nickalus T. Holt 9/20/2010

41. Eugene Lafferty 9/21/2010

42. Caryl A. Willacker 9/21/2010

43. Richard E. Pettit & Dolores A. Pettit 9/21/2010

44. Rose Marie Kouba 9/21/2010

45. Norma R. Kouba, IRA 9/21/2010

46. Norma R. Kouba TTEE 9/21/2010

47. Kathleen A. Lombardo 9/27/2010

48. Robert D. Kennedy & The Baggins Foundation 9/27/2010


Exhibit 3


RELEASE between BAS Parties and AllianceBernstein Parties

To all whom these Presents shall come or may concern, know that:

WHEREAS, claims have been asserted in the Actions (as defined below) against the BAS

Parties (as defined below) and the AllianceBernstein Parties (as defined below) based on alleged

market timing in one or more of the AllianceBemstein Mutual Funds (as defined below) during

the late 1990s and/or early 2000s;

WHEREAS, the BAS Parties and the AllianceBernstein Parties have entered into

settlements with the plaintiffs in the Actions (as defined below), subject to court approval;

WHEREAS, the BAS Parties and the AllianceBemstein Parties wish to exchange mutual

releases, effective upon approval of their respective settlements with the plaintiffs in the Actions

and dismissal of the Actions;

NOW, THEREFORE, the BAS Parties and the AllianceBernstein Parties agree as

follows:

1. As used in this Release:

(a) "Actions" means the Class Action and the Fund Derivative Action;

(b) "AllianceBernstein Adviser Corporate Defendants" means Alliance Capital

Management Holding, L.P., Alliance Capital Management, Alliance Capital Management

Corporation, AXA Financial, Inc., AXA S.A., The Equitable Life Assurance Society of the

United States, AllianceBemstein Investment Research and Management, Inc., and Alliance

Global Investor Services, Inc.;


(c) "AllianceBernstein Advisor Individual Defendants" means John D. Carifa,

Michael J. Laughlin, Roger Hertog, Bruce W. Calvert, Hank: Brennan, Gerald Malone, Charles

Schaifran, Mark D. Gersten, and Wayne D. Lyski;

(d) "AllianceBernstein Mutual Funds" means all open-ended mutual funds that were

advised during any part of the period January 1, 1998 through December 31, 2003 by

AllianceBernstein Capital Management L.P. or any of its predecessors or past or present parents,

subsidiaries, or affiliated companies;

(e) "AllianceBemstein Parties" means the AllianceBemstein Adviser Corporate

Defendants and the All ianceBemstein Individual Advisor Defendants;

(f) "AllianceBernstein Releasing Funds" means the mutual funds or securities at

issue set forth in the attached appendix;;

(g) "AllianceBernstein Released Parties" means the AllianceBernstein Parties and

each of their respective Related Parties;

(h) "BAS" means Bane of America Securities LLC;

(i) "BAS Parties" means BAS, Bank of America Corporation, and Bank of America,

N.A.;

(j) "BAS Released Parties" means the BAS Parties and each of their respective

Related Parties;

(k) "Class Action" means to the consolidated class action pending before the Court

under the caption Hindo, et al. v. Growth & Income Fund, etal., No. 03-cv-7765 (D. Md.);

(1) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(m) "Court" means MDL-1586 and, following the termination of MDL-1586, the

United States District Court for the District of Maryland;

2


(o) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital

Management Holding, L.P., et al., Civil Action No. 2:03-CV-5087 (D. Md.);

(p) "Fund Derivative Plaintiffs" means Era Newman, Jean L. Taylor, Robert J.

Sealens, Anthony Antoniello, Nancy Ann Antoniello, James W. Bums, Thomas C. Bums, Jean

lezza, Pat lezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danielle Brooks

Bernstein, Mun Hung, Martin Goldberg, Robert Finnell, Simon I. Denenberg, Trustee for the

Beverly Kaufman Trust, Rena Jarolawicz, Dr. Siegel Morton, Gail Craven, Richard Busch, Steve

Burda, Virgnia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(q) "Parties" refers to the parties to this Release;

(r) "Related Parties" means (a) with respect to natural persons, their past or present

agents, servants, attorneys, accountants, insurers, co-insurers and re-insurers, executors and

administrators; (b) with respect to legal entities other than natural persons, their past and present

parents, subsidiaries, affiliates, general partners, limited partners, officers, directors, trustees,

members, employees, agents, servants, attorneys, accountants, insurers, co-insurers and re-

insurers; and (c) the predecessors, successors, heirs and assigns of the foregoing;

(s) "Release" means this instrument;

(t) "Released BAS Claims" means any and all claims, rights, demands, charges,

complaints, actions, suits, liabilities and causes of action (including, without limitation, claims

under the Securities Act, Exchange Act, ERISA, the Investment Company Act, or under any

other state, federal or other law, and including but not limited to any claims for contribution or

indemnity) against the AllianceBemstein Released Parties, whether direct, derivative or brought

in any other capacity, whether known or unknown (including Unknown Claims as defmed

below), whether suspected or unsuspected, whether accrued or unaccrued, that the BAS Parties

3


have, had, might have had or might ever seek to assert in the future arising under the laws, rules,

regulations or common law of the United States, any state or political subdivision thereof, or any

foreign country or jurisdiction, that concern, relate to or arise out of in any respect, whether

directly or indirectly, market timing, late trading, or short-term or excessive trading of shares of

any of the AllianceBernstein Releasing Funds, or the aftermath of any of those activities, during

the period January 1, 1998 through December 31, 2003;

(u) "Released AllianceEernstein Claims" means any and all claims, rights, demands,

charges, complaints, actions, suits, liabilities and causes of action (including, without limitation,

claims under the Securities Act, Exchange Act, ERISA, the Investment Company Act, or under

any other state, federal or other law, and including but not limited to any claims for contribution

or indemnity) against the BAS Released Parties, whether direct, derivative or brought in any

other capacity, whether known or unknown (including Unknown Claims as defined below),

whether suspected or unsuspected, whether accrued or unaccrued, that the A!lianceBernstein

Parties have, had, might have had or might ever seek to assert in the future arising under the

laws, rules, regulations or common law of the United States, any state or political subdivision

thereof, or any foreign country or jurisdiction, that concern, relate to or arise out of in any

respect, whether directly or indirectly, market timing, late trading, or short-term or excessive

trading of shares of any of the AllianceBemstein Releasing Funds, or the aftermath of any of

those activities, during the period January 1, 1998 through December 31, 2003;

(v) "Unknown Claims" means any and all Released BAS Claims which the BAS

Parties do not know or suspect to exist in their favor at the time of the release of such claims, and

any Released AllianceBernstein Claims which the AllianceBernstein Parties do not know or

suspect to exist in their favor at the time of the release of such claims, which if known by them

4


might have affected their decisions with respect to entering into this Release. With respect to

any and all Released BAS Claims and Released AllianceBemstein Claims, upon the Effective

Date (as defined below), the BAS Parties and AllianceBemstein Parties shall expressly waive

and be deemed to have waived any and all provisions, rights and benefits conferred by any law

of any state or territory of the United States, or principle of common law, which is similar,

comparable, or equivalent to Cal. Civ. Code §1542, including that provision itself, which

provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

MUTUAL RELEASE

2. Each of the BAS Parties, for good and valuable consideration received from the

AllianceBemstein Parties, hereby fully, finally and forever remises, releases, relinquishes, and

discharges all Released BAS Claims against the AllianceBemstein Released Parties, subject to

the occurrence of the Effective Date.

3. Each of the AllianceBemstein Parties, for good and valuable consideration

received from the BAS Parties, hereby fully, finally and forever remises, releases, relinquishes,

and discharges all Released AllianceBemstein Claims against the BAS Released Parties, subject

to the occurrence of the Effective Date.

EFFECTIVENESS

4. The releases provided for under this Release are conditional upon the occurrence

of the Effective Date, which is defined as the date on which both of the following conditions

have been satisfied:


(a) The contemplated Severed Agreement and Stipulation of Settlement

between (i) BAS and (ii) the Class Plaintiffs (on behalf of themselves and the class) and

Fund Derivative Plaintiffs, following issuance of Notice and final approval by the Court

(and the exhaustion of any rights to appeal the approval thereof), has become Effective

pursuant to its terms; and

(b) The contemplated Stipulation and Agreement of Settlement between (i)

the AllianceBernstein Parties and (ii) the Class Plaintiffs (on behalf of themselves and the

class) and Fund Derivative Plaintiffs, following issuance of Notice and final judicial

approval (and the exhaustion of any rights to appeal the approval thereof), has becomes

effective pursuant to its terms.

MISCELLANEOUS PROVISIONS

5. This release may not be changed orally.

6. Wherever the text hereof requires, the use of the singular number shall include the

appropriate plural number as the text of the within instrument may require.

7. The headings used herein are used for purposes of convenience only, and are not

meant to have legal effect.

8. The construction, interpretation, operation, effect and validity of this Release shall

be governed by the internal laws of the State of New York without regard to the principles of

conflicts of laws of any state, except to the extent that federal law requires that federal law

governs.

9. Execution of this Release is not, and is not to be construed as, an admission or

concession of liability or culpability by any of the Parties or any other person.

rol


10. This. Release shall not be construed more strictly against one Party than another

merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one

of the Parties, it being recognized that this Release is the result of arm's-length negotiations

between the Parties and all Parties have contributed substantially and materially to the

preparation of this Release.

11. Each counsel executing this Release represents and warrants that he or she has the

full authority to do so on behalf of the respective Parties as indicated in the signature blocks set

forth below.

12. This Release shall be binding upon and inure to the benefit of the Parties hereto

and their respective heirs, executors, administrators, successors and assigns, and upon any

corporation or other entity into or with which any Party hereto may merge or consolidate.

13. This Release may be executed in one or more original, photocopied, electronically

scanned or facsimile counterparts. All executed counterparts and each of them shall be deemed

to be one and the same instrument.

IN WITNESS WHEREOF, this Release has been executed by the undersigned counsel,

as of the dates set forth below, on behalf of each of the respective Parties set forth below:

WACIITELL, LIPTON, ROSEN & KATZ

By: Stqnen R. DiPrima Martin I.E. Arms 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000

Dated:_______

Attorneys for and on behalf of Bane ofArnerica Securities LLC, Bank ofAmerica Corporation, and Bank ofAmerica N.A.

7


GIBSON DUNN & CRUTCHER LLP By: /

t 9 4 t 1 George A. Schieren Brian M. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 3514000

2010

Attorneys for The Alliance Bernstein Parties


APPENDIX'


2. Alliance National Municipal income Fund3

3. AllianceBerustein Americas Government Income Trust (f/k/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. AHianceBernstein Balanced Shares (f/k/a Alliance Balanced Shares)

5. AilianceBernstein Bond Fund - AllianceBerustein Corporate Bond Portfolio (ilk/a Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AllianceBernstein Bond Fund - AllianceBernstein U.S. Government Portfolio (f/k/a Alliance Bond Fund - U.S. Government Portfolio) 6

7. AllianceBernstein Disciplined Value Fund (f/k/a Alliance Disciplined Value Fund) 7

8. AflianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 8

9. Alliancellerustein Global Small Cap Fund (f/k/a Alliance Global Small Cap Fund) 9

Fund names in bold type indicate the names as of the end of the Class Period.

2 Acquired by AllianceBernstein Trust - AllianceBernstein International Value Fund in May2002.

Now known as AllianceBemstein National Municipal Income Fund.

Became AllianceBemstein Global Government Income Trust in February 2006; now known as AllianceBernstein Global Bond Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

6 Acquired by AllianceBernstein Bond Fund - AllianceBernstein Intermediate Bond Portfolio in November 2007.

Now known as AllianceBernstein Focused Growth & Income Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBernstein Bond Fund - AllianceBemstein Corporate Bond Portfolio to become AllianceBemstein High Income Fund in January 2008.

Liquidated in February 2005.


10. AilianceBernstein Growth and Income Fund (f/k/a Alliance Growth and Income Fund)

11. AllianceBerustein High Yield Fund (17k/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (flk/a The Alliance Fund, Alliance Mid-Cap Growth Fund)"

13. AllianceBernstein New Europe Fund (f7kla Alliance New Europe Fund) 12


15. AllianceBernstein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund)' 4

16. AllianceBerustein Quasar Fund (c/a Alliance Quasar Fund) 15

17. AllianceBerustein Technology Fund (17k/a Alliance Technology Fund) 16

18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund"

19. The AllianceBernstein Portfolios - AllianceBernstein Growth Fund (17k/a The Alliance Portfolios - Alliance Growth Fund)

'° Merged with AllIanceBernstein Bond Fund - AllianceBemstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBemstein High Income Fund in January 2008.

' Now known as AllianceBernstein Small/Mid-Cap Growth Fund.

12 Merged into AllianceBernstein International Research Growth Fund in July 2005.

13 Now known as AllianceBemstein Large Cap Growth Fund.

14 Now known as AllianceBernstein Global Real Estate Fund.

15 Now known as AllianceBernstein Cap Fund— AllianceBernstein Small Cap Growth Portfolio.

' Became AllianceBernstein Global Technology Fund in December 2004; now known as AllianceBernstein Global Thematic Growth Fund.

17 Now known as AllianceBemstein Trust - AllianceBernstein Small/Mid Cap Value Fund.

10


RELEASE between BAS Parties and AffianceBei-nstein Fund Parties

To all to whom these Presents shall come or may concern, know that:

WHEREAS, claims have been asserted in the Actions (as defined below) against the BAS

Parties (as defined below) and the AllianceBernstein Fund Parties (as defined below) based upon

alleged market timing in one or more of the AllianceBernstein Mutual Funds (as defined below)

during the late 1990s and/or early 2000s;

WHEREAS, the BAS Parties and the AllianceBernstein Fund Parties have entered into


WHEREAS, the BAS and AllianceBernstein Fund Parties wish to exchange mutual releases,

effective upon approval of their respective settlements with the plaintiffs in the Actions and

dismissal of the Actions;

NOW, THERFORE, the BAS Parties and AllianceBernstein Fund Parties agree as

follows:






United States, AllianceBernstein Investment Research and Management, Inc., and Alliance

Global investor Services, Inc.

(c) "AllianceBernstein Fund individual Defendants" means William H. Foulk, Jr.,

Ruth Block, David H. Dievler, John H. Dobkin, Clifford L. Michel, Donald J. Robinson, D.


James Guzy, James M. Hester, Marshal C. Turner, Jr., Robert C. Alexander, Edmund P. Bergen,

Andrew L. Gangoif, Brenton W. Harries, Robert C. White, Charles H. Ferguson, Peter J. Powers,

Richard W. Couper, Howard E. Hassler, Charles H. P. Duel], Shelby White, David K. Storrs, W.

H. Henderson, Stig Host, Alan Stoga, Talc-Lung Tsim, Irwin Engelman, Peter W. Huber,

William Kristol, Thomas B. Stiles, and Rosalie J. Wolf;

(d) "AllianceBernstein Fund Parties" means the AllianceBemstein Registrant Parties,

the AllianceBernstein Releasing Funds, and the AllianceBernstein Releasing Funds Trustees, in

their capacities as such;

(e) "AllianceBernstein Mutual Funds" means all open-ended mutual funds that were


AllianceBerustein Capital Management L.P. or any of its predecessors or past or present parents,


(f) "AllianceBernstein Registrant Parties" means all the investment companies and

trusts associated with the AllianceBemstein Releasing Funds;

(g) "AllianceBernstein Released Fund Parties" means the AllianceBemstein Fund

Parties and each of their respective Related Parties;

(h) "AllianceBernstein Releasing Funds" means the mutual funds or securities at

issue set forth in the attached appendix;

(i) "AllianceBemstein Releasing Funds Current and Past Trustees" means the

Trustees of the Releasing Funds during the period January 1, 1998 through the present,

including, without limitation, those Trustees listed in paragraph 1(c);

(j) "AllianceBemstein Releasing Funds Trustees" means the AllianceBernstein Fund

Individual Defendants and the AllianceBernstein Releasing Funds Current and Past Trustees.

2


(k) "BAS" means Banc of America Securities LLC;

(1) "BAS Parties" means BAS, Bank of America Corporation, and Bank of America,

N.A.;

(m) "BAS Released Parties" means the BAS Parties and each of their respective

Related Parties;

(n) "Class Action" means the consolidated class action pending before the Court

under the caption Hindo, et al. v. Growth & Income Fund, et al., No. 03-cv-7765 (D. Md.);

(o) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(p) "Court" means MDL-1586 and, following the termination of MDL-1586, the


(q) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital


(r) "Fund Derivative Plaintiffs" means ha Newman, Jennifer Taylor, Jean L. Taylor,

Robert J. Saelens, Anthony Antoniello, Nancy Ann Antoniello, James W. Bums, Thomas C.

Bums, Jean lezza, Pat lezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danielle

Brooks Bernstein, Mun Hung, Martin Goldberg, Robert Finnell, Simon J. Denenberg, Trustee for

the Beverly Kaufman Trust, Rena Jarolawicz, Dr. Siegel Morton, Gail Craven, Richard Busch,

Steve Burda, Virgnia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(s) "Parties" refers to the parties to this Release;

(t) "Related Parties" means (a) with respect to natural persons, their past or present




3




(u) "Release" means this instrument;

(v) "Released BAS Claims" means any and all claims, rights, demands, charges,




indemnity) against the AllianceBernstein Released Fund Parties, whether direct, derivative or

brought in any other capacity, whether known or unknown (including "Unknown Claims" as

defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the BAS





trading of shares of any of the AllianceBemstein Releasing Funds, or the aftermath of any of


(w) "Released AllianceBernstein Fund Claims" means any and all claims, rights,

demands, charges, complaints, actions, suits, liabilities and causes of action (including, without

limitation, claims under the Securities Act, Exchange Act, ERISA, the Investment Company Act,

or under any other state, federal or other law, and including but not limited to any claims for

contribution or indemnity) against the BAS Released Parties, whether direct, derivative or


defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the

4


AllianceBemstein Fund Parties have, had, might have had or might ever seek to assert in the

future arising under the laws, rules, regulations or common law of the United States, any state or

political subdivision thereof, or any foreign country or jurisdiction, that concern, relate to or arise

out of in any respect, whether directly or indirectly, market timing, late trading, or short-term or

excessive trading of shares of the Al]ianceBernstein Releasing Funds, or the aftermath of any of


(x) "Unknown Claims" means any and all BAS Released Claims which the BAS


any Released AllianceBemstein Fund Claims which the AllianceBemstein Fund Parties do not

know or suspect to exist in their favor at the time of the release of such claims, which if known

by them might have affected their decisions with respect to entering into this Release. With

respect to any and all Released BAS Claims and Released AllianceBernstein Fund Claims, upon

the Effective Date (as defined below), the BAS Parties and AllianceBernstein Fund Parties shall

expressly waive and be deemed to have waived any and all provisions, rights and benefits

conferred by any law of any state or territory of the United States, or principle of common law,

which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, including that provision

itself, which provides:


5


MUTUAL RELEASE

2. Each of the BAS Parties, for good and valuable consideration received from the

AllianceBemstein Fund Parties, hereby Fully, finally and forever remises, releases, relinquishes,

and discharges all Released BAS Claims against the AllianceBernstein Released Fund Parties,

subject to the occurrence of the Effective Date. I,

3. Each of the AllianceBemstein Fund Parties, for good and valuable consideration

received from the BAS Parties, hereby fully, finally and forever remises, releases, relinquishes,

and discharges all Released AllianceBernstein Fund Claims against the BAS Released Parties,

subject to the occurrence of the Effective Date.

EFFECTIVENESS





between (i) BAS and (ii) the Class Plaintiffs (on behalf of themselves and the class) and

Fund Derivative Plaintiffs, following issuance of Notice and final approval by the Court

(and the exhaustion of any rights to appeal the approval thereof), has become effective

pursuant to its terms; and

(b) The contemplated Stipulation and Agreement of Settlement between (1)

the AllianceBernstein Releasing Funds, AllianceBernstein Releasing Funds Current

Trustees and AllianceBerristein Fund Individual Defendants and (ii) the Class Plaintiffs

(on behalf of themselves and the class) and Fund Derivative Plaintiffs, following issuance


of Notice and final judicial approval (and the exhaustion of any rights to appeal the

approval thereof), has become effective pursuant to its terms.


5. This release may not be changed orally.








governs.



10. This Release shall not be construed more strictly against one Party than another







forth below.

7








114 WITNESS WHEREOF, this Release has been executed by the undersigned counsel,


Dated: April 21, 2010

WACRTELL, LIPTON, ROSEN & KATZ

By: Stephen R. DiPrima Martin J.E. Arms Michael S. Winograd

51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000

Dated: 4,/1'2010

Atlorneysfor and on behalf of the BAS Parties (Banc of America Securities LLc, Bank of America Corporation, and Bank ofAmerica NA.)

VENABLE

By: Dated: 2J , 2010 G. Stewart Webb, Jr.

750 E. Pratt St., Suite 900 Baltimore, MD 21202 Telephone: 410-244-7400

8


Attorneys for and on behalf of the AllianceBernstein Releasing Funds and the AiianceBernstein Registrant Parties

SULLIVAN & CROMWELL

By: ' fY&LfeA11 Dated: 4i/ o)'L, 2010 Bruce E. Clark

125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000

Attorneys for and on behalf of the AllianceBernstein Releasing Funds Current and Past Trustees

BINGHAM MCCUTCHEN LLP

Dated: ,2010 Frances S. Cohen

One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872

Attorneys for Irwin Engelman, Peter W. Huber, William Kristol, Thomas B. Stiles, and Rosalie J. Wolf


Attorneys for and on behalf of the AllianceBernstein Releasing Funds and the AiianceBernstein Registrant Parties

SULLIVAN & CROMWELL

Dated: ,2010 Bruce E. Clark

51 West 52nd Street 125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000

Attorneys for and on behalf of the AllianceBernstein Releasing Funds Current and Past Trustees

BINGHAM MCCUTCHEN LLP

By: (6 kw" Dated:4 ,2010 Frances S. Cohen




APPENDIX'

I. Alliance International Fund


3. AffianceBernstein Americas Government Income Trust (fYk/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. AlllanceBernstein Balanced Shares (±7k/a Alliance Balanced Shares)

5. AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio (f/k/a Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AljjanceBernstejn Bond Fund - AllianceBernstein U.S. Government Portfolio (Uk/a Alliance Bond Fund - U.S. Government Portfolio) 6

7. AllianceBernstein Disciplined Value Fund (±7k/a Alliance Disciplined Value Fund) 7

8. AllianceBernstein Emerging Market Debt Fund (f/ida Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund)8

9. AlllanceBernstein Global Small Cap Fund (±7k/a Alliance Global Small Cap Fund) 9


2 Acquired by AllianceBernstein Trust - AllianceBemstein International Value Fund in May 2002.

Now known as AllianceBernstein National Municipal Income Fund.

Became AllianceBernstein Global Government Income Trust in February 2006; now known as AllianceBernstein Global Bond Fund.


6 Acquired by AllianceBernstein Bond Fund - AllianceBemstein Intermediate Bond Portfolio in November 2007.


Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBemstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.


10


-

10. AlllanceBernstein Growth and Income Fund (f/k/a Alliance Growth and Income Fund)

11. AffianceBernstein High Yield Fund (f/k/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (17k/a The Alliance Fund, Alliance Mid-Cap Growth Fund)"

13. AllianceBernstein New Europe Fund (f7k/a Alliance New Europe Fund) 12

14. AllianceBernstein Premier Growth Fund (f7kIa Alliance Premier Growth Fund)"

15. AllianceBern stein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund) 14

16. AllianceBernstein Quasar Fund (f/Ida Alliance Quasar Fund)' 5

17. AllianceBernstein Technology Fund (f7kla Alliance Technology Fund) 16

18. AllianceBerustein Trust - AllianceBernstein Small Cap Value Fund 17


'° Merged with AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

" Now known as AllianceBernstein Small/Mid-Cap Growth Fund.

12 Merged into AllianceBemstein International Research Growth Fund in July 2005.

13 Now known as AllianceBemstein Large Cap Growth Fund.

" Now known as AllianceBernsteiri Global Real Estate Fund.

Is Now known as AllianceBernstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio.

16 Became AllianceBernstein Global Technology Fund in December 2004; now known as AllianceBernstein Global Thematic Growth Fund.

" Now known as AllianceBernstein Trust - AllianceBernstein Small/Mid Cap Value Fund.

11


RELEASE between Bear Stearns Parties and AllianceBernstein Parties


WHEREAS, claims have been asserted in the Actions (as defined below) against the

Steams Parties (as defined below) and the AllianceBernstein Parties (as defined below) based

alleged market timing in one or more of the AllianceBernstein Mutual Funds (as defined


WHEREAS, the Bear Stearns Parties and the AllianceBemstein Parties have entered i


WHEREAS, the Bear Steams Parties and the AllianceBernstein Parties wish to

mutual releases, effective upon approval of their respective settlements with the plaintiffs in

Actions and dismissal of the Actions;

NOW, THEREFORE, the Bear Steams Parties and the AllianceBernstein Parties agree

follows:

DEFINITIONS



(b) "AllianceBernstein Adviser Corporate Defendants" means Alliance

Management Holding, L.P., Alliance Capital Management, Alliance Capital Managen

Corporation, AXA Financial, Inc., AXA S.A., The Equitable Life Assurance Society of

United States, AllianceBernstein Investment Research and Management, Inc., and A1li



(c) "AllianceBernstein Advisor Individual Defendants" means John D. Carl

Michael S. Laughlin, Roger Hertog, Bruce W. Calvert, Hank: Brennan, Gerald Malone, Char

Schaifran, Mark D. Gersten, and Wayne D. Lyski;

(d) "AHianceBernstein Mutual Funds" means all open-ended mutual funds that w

advised during any part of the period January 1, 1998 through December 31, 2003

AllianceBernatein Capital Management L.P. or any of its predecessors or past or present pare


(e) "AllianceBernstein Parties" means the AllianceBernstein Adviser Corpor

Defendants and the AllianceBernstein Individual Advisor Defendants;

(f) "AllianceBemstein Releasing Funds" means the mutual funds or securities at


(g) "AllianceBernstein Released Parties" means the AllianceBernstein Parties


(h) "Bear Stearns Parties" means Bear, Stearns & Co. Inc., Bear, Stearns Securit

Corp., and The Bear Stearns Companies Inc., currently known as J.P. Morgan Securities Ir

J.P. Morgan Clearing Corp. and The Bear Stearns Companies LLC, respectively;

(i) "Bear Stearns Released Parties" means the Bear Stearns Parties and each of ft

respective Related Parties;

) "Class Action" refers to the consolidated class action pending before the Co


(k) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(1) "Court" means MDL-1 586 and, following the termination of MDL-1 586,



(m) "Fund Derivative Action" means Felicia Bernstein v. Alliance

Management Holding; Li'., etal., Civil Action No. 2:03-CV-5087 (D. Md.);

(n) "Fund Derivative Plaintiffs" means Ira Newman, Jennifer Taylor, Jean L. Taylr,

Robert J. Saelens, Anthony Antoniello, Nancy Ann Antoniello, James W. Bums, Thomas

Bums, Jean Jezza, Pat Iezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danii

Brooks Bernstein, Mun Hung, Martin Goldberg, Robert Finnell, Simon J. Denenberg, Trustee

the Beverly Kaufman Trust, Rena Jarolawicz, Dr. Siegel Morton, Gail Craven, Richard Btu

Steve Burda, Virgnia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Di

(o) "Parties" refers to the parties to this Release;

(p) "Related Parties" means (a) with respect to natural persons, their past or

agents, servants, attorneys, accountants, insurers, co-insurers and re-insurers, executors

administrators; (b) with respect to legal entities other than natural persons, their past and pre

parents, subsidiaries, affiliates, general partners, limited partners, officers, directors, trust

members, employees, agents, servants, attorneys, accountants, insurers, co-insurers and


(q) "Release" means this instrument;

(r) "Released Bear Stearns Claims" means any and all claims, rights,

charges, complaints, actions, suits, liabilities and causes of action (including, without limitati n,

claims under the Securities Act, Exchange Act, ERISA, the Investment Company Act, or un ler

any other state, federal or other law, and including but not limited to any claims for contribut on

or indemnity) against the AllianceBernstein Released Parties, whether direct, derivative or

brought in any other capacity, whether known or unknown (including Unknown Claims as

defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the B ax

3


Steams Parties have, had, might have had or might ever seek to assert in the future arising um

the laws, rules, regulations or common law of the United States, any state or political subdivin

thereof, or any foreign country or jurisdiction, that concern, relate to or arise out of in

respect, whether directly or indirectly, market timing, late trading, or short-term or excess

trading of shares of any of the AllianceBernstein Releasing Funds, or the aftermath of any


(s) "Released AllianceBernstein Claims" means any and all claims, rights, deinan


claims under the Securities Act, Exchange Act, ERISA, the Investment Company Act, or un r

any other state, federal or other law, and including but not limited to any claims for contributi n

or indemnity) against the Released Bear Stearns Parties, whether direct, derivative or brought in

any other capacity, whether known or unknown (including Unknown Claims as defined belo ),

whether suspected or unsuspected, whether accrued or unaccrued, that the AllianceBemst 'n

Parties have, had, might have had or might ever seek to assert in the future arising under I ie


thereof, or any foreign country or jurisdiction, that concern, relate to or arise out of in a iy

respect, whether directly or indirectly, market timing, late trading, or short-term or excessi ic

trading of shares of any of the AllianceBernstein Releasing Funds, or the aftermath of any f


(t) "Unknown Claims" means any and all Released Bear Stearns Claims which 1 ie

Bear Steams Parties do not know or suspect to exist in their favor at the time of the release of

such claims, and any Released AllianceBernstein Claims which the AllianceBernstein Parties lo

not know or suspect to exist in their favor at the time of the release of such claims, which if

4


known by them might have affected their decisions with respect to entering into this Rele1e.

With respect to any and all Released Bear Stearns Claims and Released AllianceBemstt in

Claims, upon the Effective Date (as defined below), the Bear Stearns Parties and

AllianceBemstein Parties shall expressly waive and be deemed to have waived any and 1

provisions, rights and benefits conferred by any Jaw of any state or territory of the United Stat s,

or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. CcJe

§1542, including that provision itself which provides:


MUTUAL RELEASE

2. Each of the Bear Stearns Parties, for good and valuable consideration

from the AllianceBernstein Parties, hereby fully, finally and forever remises,

relinquishes, and discharges all Released Bear Stearns Claims against the

Released Parties, subject to the occurrence of the Effective Date.

3. Each of the AllianceBernstcin Parties, for good and valuable

received from the Bear Stearns Parties, hereby fully, finally and forever remises,

relinquishes, and discharges all Released AllianceBernstein Claims against the Bear



EFFECTIVENESS

4. The releases provided for under this Release are conditional upon the

of the Effective Date, which is defined as the date on which both of the following


(a) The contemplated Severed Agreement and Stipulation of

between (1) the Bear Stearns Parties and (ii) the Class Plaintiffs (on behalf of themse:

and the class), following issuance of Notice and final approval by the Court (and

exhaustion of any rights to appeal the approval thereof), has become Effective pursuai

its terms; and

(b) The contemplated Stipulation and Agreement of Settlement between Ii)

the AllianceBernstejn Parties and (ii) the Class Plaintiffs (on behalf of themselves and

class) and Fund Derivative Plaintiffs, following issuance of Notice and final

approval (and the exhaustion of any rights to appeal the approval thereof), has


MJSCELLANEOIJS PROVISIONS

5. This Release may not be changed orally.

6. Wherever the text hereof requires, the use of the singular number shall include


7. The headings used herein are used for purposes of convenience only, and are


8. The construction, interpretation, operation, effect and validity of this Release

be governed by the internal laws of the State of New York without regard to the

6


conflicts of laws of any state, except to the extent that federal law requires that federal F

governs.

9. Execution of this Release is not, and is not to be construed as, an admission

concession of liability or culpability by any of the Patties or any other person.

10. This Release shall not be construed more strictly against one Party than anoti

merely by virtue of the fact that it, or any part of it may have been prepared by counsel for

of the Parties, it being recognized that this Release is the result of arm's-length negotiati

between the Parties and all Parties have contributed substantially and materially to


11. Each counsel executing this Release represents and warrants that he or she has

full authority to do so on behalf of the respective Parties as indicated in the signature blocks

forth below.

12. This Release shall be binding upon and inure to the benefit of the Parties hei

and their respective heirs, executors, administrators, successors and assigns, and upon


13. This Release may be executed in one or more original, photocopied, electronic

scanned or facsimile counterparts. All executed counterparts and each of them shall be deer


7


IN WITNESS WHEREOF, this Release has been executed by the undersigned


CLEARY GOTTLIEB STEEN & HAMILTON LLP

BC Lewis J. Li9ja Neil P. Forrest

One Liberty Place New York, New York 10006 Telephone: (212) 225-2000

Dated: ,2010

Attorneysfor Bear, Stearns & Co. Inc. n/kb J.P. Morgan Securities, Inc., Bear, Stearns Securities Corp., n/k/aJJ.P. Morgan Clearing Corp., and The Bear Stearns Companies Inc. n/Jr/a The Bear Stearns Companies LLC

GIBSON, DUNN & CRUTCHER LLP

Dated: , 2010 George A. Schieren Brian M. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000

Attorneysfor The Alliance Bernstein Parties





By: Lewis J. Liman Neil P. Forrest


Dated: ,2010

Attorneys for Bear, Stearns & Co. Inc. n/k/a J.P. Morgan Securities, Inc., Bear, Stearns Securities Corp., n/k/a/J.P. Morgan Clearing Corp., and The Bear Stearns Companies Inc. n/k/a The Bear Stearns Companies LL

GIBSON, DUNN & C UTCHER LLP

/ GeorgeA. Brian M. L 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000


Dated:A..& (S,2010


APPENDIX'


2. Alliance National Municipal Income Fund3

3. AllianceBerustein Americas Government Income Trust (t7k/a Alliance Americas Government Income Trust, Affiance North American Government Income Trust) 4

4. AllianceBernsteln Balanced Shares (flk/a Alliance Balanced Shares)

5. AllianceBerustein Bond Fund - AflianceBernsteln Corporate Bond Portfolio (lth Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AlhancellernsteIn Bond Fund - AllianceBernstein U.S. Government Portfolio (k Alliance Bond Fund - U.S. Government Portfolio) 6

7. AllianceBernstein Disciplined Value Fund (flkla Alliance Disciplined Value Fund;

8. AllianceBernstein Emerging Market Debt Fund (f/Ic/a Alliance Emerging Market D Fund, Alliance Global Dollar Government Fund) 8

9. AlliauceBernstein Global Small Cap Fund (tlk/a Alliance Global Small Cap Fund?


2 Acquired by AllianceBernstein Trust - AllianceBernstein International Value Fund in May 2002.

Now known as AilianceBernstein National Municipal Income Fund.




Now known as AllianceBemstein Focused Growth & Income Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBernstein Bond Fund - All ianceBernstein Corporate Bond Portfolio to become AllianceBenistein High Incom Fund in January 2008.



10. AuianceBerustein Growth and Income Fund (f7k/a Alliance Growth and Income:

11. AllianceBernstein High Yield Fund (f/k/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (f/k/a The Alliance Fund, Alliance Mic Growth Fund)

13. AllianceBcrnstein New Europe Fund (f/k/a Alliance New Europe Fund) 12


15. AllianceBernstein Real Estate Investment Fund (flkJa Alliance Real Estate Inves Fund) 14

16. MhianceBernsteht Quasar Fund (f/k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f/k/a Alliance Technology Fund) 16

18. AllianceBernstein Trust .-AilianceBernstein Small Cap Value Fund 17

19. The MhianceBernstein Portfolios - AllianceBerustein Growth Fund (flkia The Alliance Portfolios - Alliance Growth Fund)

'° Merged with AllianceBernstein Bond Fund - AllianceBemstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceB High Income Fund in January 2008.



13 Now known as AllianceBernstein Large Cap Growth Fund.


is Now known as AllianceBernstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio.

16 Became AllianceBernstein Global Technology Fund in December 2004; now known AllianceBemstein Global Thematic Growth Fund.

17 Now known as AllianceBernstein Trust— AllianceBernstein Small/Mid Cap Value

10


RELEASE between Bear Stearns Parties and AllianceBernstein Releasing Mutual Funds

& Fund Trustees


WHEREAS, claims have been asserted in the Actions (as defined below) against the Bear

Stearns Parties (as defined below) and the AllianceBernstein Fund Parties (as defined below)

based on alleged market timing in one or more of the AllianceBernstein Mutual Funds (as

defined below) during the late 1990s and/or early 2000s;

WHEREAS, the Bear Stearns Parties and the AllianceBernstein Fund Parties have

entered into settlements with the plaintiffs in the Actions (as defined below), subject to court

approval;

WHEREAS, the Bear Stearns Parties and AllianceBerastein Fund Parties wish to

exchange mutual releases, effective upon approval of their respective settlements with the

plaintiffs in the Actions and dismissal of the Actions;

NOW, THEREFORE, the Bear Stearns Parties and the AllianceBernstein Fund Parties

agree as follows:

DEFINITIONS


(a) "Actions" refers collectively to the Class Action and the Fund Derivative Action;




United States, AllianeeBemstein Investment Research and Management, Inc., and Alliance

Global Investor Services, Inc.


(c) "AffianceBernstein Fund Individual Defendants" means William H. Foulk, Jr.,

Ruth Block, David H. Dievier, John H. Dobkin, Clifford L. Michel, Donald J. Robinson, D.


Andrew L. Gangolf, Brenton W. Harries, Robert C. White, Charles H. Ferguson, Peter J. Powers,

Richard W. Couper, Howard E. Hassler, Charles H. P. Duel!, Shelby White, David K. Storrs, W.



(d) "AllianceBemstein Fund Parties" means the AllianeeBemstein Registrant Parties,







(f) "AllianceBerustein Registrant Parties" means all the investment companies and

trusts associated with the AllianceBernstein Releasing Funds;

(g) "AllianceBernstein Released Fund Parties" means the AllianceBemstein Fund


(Ii) "AllianceBernstein Releasing Funds" means the mutual funds or securities at


(i) "AllianceBernstein Releasing Funds Current and Past Trustees" means the



2


(j) "AllianceBernstein Releasing Funds Trustees" means the AllianceBernstein Fund

Individual Defendants and the AllianceBernstein Releasing Funds Current and Past Trustees;

(k) "Bear Stearns Parties" means Bear, Stearns Bc Co. Inc., Bear, Steams Securities

Corp., and The Bear Stearns Companies Inc., currently known as J.P. Morgan Securities Inc.,

J.P. Morgan Clearing Corp. and The Bear Steams Companies LLC, respectively;

(I) "Bear Steams Released Parties" means the Bear Steams Parties and each of their

respective Related Parties;

(in) "Class Action" means the consolidated class action pending before the Court


(n) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(o) "Court" means MDL-1586 and, following the termination of MDL-1 586, the


(p) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital

Management Holding, L.P., et at., Civil Action No. 2:03-CV-5087 (D. Md.);

(q) "Fund Derivative Plaintiffs" means Ira Newman, Jennifer Taylor, Jean L. Taylor,


Bums, Jean Iezza, Pat Jezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danielle



Steve Burda, VirgnIa Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(r) "Parties" refers to the parties to this Release;

(s) "Related Parties" means (a) with respect to natural persons, their past or present


3






(t) "Release" means this instrument;

(u) "Released Bear Stearns Claims" means any and all claims, rights, demands,




or indemnity) against the AllianceBernstein Released Fund Parties, whether direct, derivative or


defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the Bear

Steams Parties have, had, might have had or might ever seek to assert in the future arising under

the laws, rules, regulations or common law of the United States, any state or political subdivision



trading of shares of any of the AllianceBernstein Releasing Funds, or the aftermath of any of


(v) "Released AllianceBernstein Fund Claims" means any and all claims, rights,




contribution or indemnity) against the Bear Steams Released Parties, whether direct, derivative

4


or brought in any other capacity, whether known or unknown (including "Unknown Claims" as

defined below), whether suspected or unsuspected, whether accrued or unacorued, that the

AllianceBemstein Fund Parties have, had, might have had or might ever seek to assert in the




excessive trading of shares of the AllianceBerustein Releasing Funds, or the aftermath of any of


(w) "Unknown Claims" means any and all Released Bear Stearns Claims which the

Bear Stearns Parties do not know or suspect to exist in their favor at the time of the release of

such claims, and any Released AllianceBernstein Fund Claims which the AllianceBernstein Fund

Parties do not know or suspect to exist in their favor at the time of the release of such claims,

which if known by them might have affected their decisions with respect to entering into this

Release. With respect to any and all Released Bear Stearns Claims and Released

AllianceBernstein Fund Claims, upon the Effective Date (as defined below), the Bear Stearns

Parties and AllianceBernstein Fund Parties shall expressly waive and be deemed to have waived

any and all provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or equivalent to Cal.

Civ. Code § 1542, including that provision itself, which provides:



MUTUAL RELEASE

2. Each of the Bear Steams Parties, for good and valuable consideration received

from the AllianceBernstein Fund Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released Bear Stearns Claims against the AllianceBernstein

Released Fund Parties, subject to the occurrence of the Effective Date.


received from the Bear Stearns Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released AllianceBernstein Fund Claims against the Bear

Stearns Released Parties, subject to the occurrence of the Effective Date.





between (i) the Bear Stearns Parties and (ii) the Class Plaintiffs (on behalf of themselves

- and the class), following issuance of Notice and final approval by the Court (and the

exhaustion of any rights to appeal the approval thereof), has become effective pursuant to

its terms; and


the AllianceBernstein Releasing Funds, AllianceBerustein Releasing Funds Current

Trustees and AllianceBernstein Fund Individual Defendants and (ii) the Class Plaintiffs

(on behalf of themselves and the class) and Fund Derivative Plaintiff, following issuance

6













governs.




merely by virtue of the fact that it or any part of it, may have been prepared by counsel for one

of the Parties, it being recognized that this Release is the result of ann's-length negotiations





forth below.

7


12. This Release shall be binding upon and inure to the benefit of the Parties

and their respective heirs, executors, administrators, successors and assigns, and upon


13. This Release may be executed in one or more original, photocopied,

scanned or facsimile counterparts. All executed counterparts and each of them shall be


IN WITNESS WHEREOF, this Release has been executed by the undersigned



Lewis J. Liman / Neil P. Forrest/


Dated: t /2. .2010

Attorneys for Bear, Stearns A Co. Inc. n/Wa J.P. Morgan Securities, Inc., Bear, Stearns Securities Corp., n/k/a/J.P. Morgan Clearing Corp., and The Bear Stearns Companies Inc. n/k/a The Bear Stearns Companies LLC


VENABLE LLP

Dated: '1tv't 4.-., 2010 G. Stewart Web


Attorneys for and on behalf of the AllianceBernstein Releasing Funds and the AilianceBernstein Registrant Parties

SULLIVAN & CROMWELL LU'

By: Ci Bruce E. Clark


Dated: ? ,2010

Attorneysfor and on behalf of the Alliancelternstein Releasing Funds Current and Past Trustees

BNGHAM MCCUTCHEN LLP

By: Frances S. Cohen


Dated: __________,2010

Attarneysfor Irwin Engelman, Peter W. Huber, William-Xristol, Thomas B. Stiles, and Rosalie J. Wolf


VENABLE LLP

By: Dated: ,2010

G. Stewart Webb, Jr.


Attorneysfor and on behalf of the AllianceBernstein Releasing Funds and the AiianceBernsteln Registrant Parties

SULLIVAN & CROMWELL LLP

By: Bruce E. Clark


Dated: , 2010

Attorneys for and on behalf of the AllianceBernstein Releasing Funds Current and Fast Trustees

BINGHAM MCCUTCIIEN LLP

By: W&k

Frances S. Cohen


Dated: Tiki2 /5•, 2010


9


APPENDIX'

1. Affiance International Fund

2. Alliance National Municipal Income Fund 3

3. AllianceBernstein Americas Government Income Trust (f/k/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. MhianceBernstein Balanced Shares (f/ida Alliance Balanced Shares)

5. AllianceBerustein Bond Fund - AllianceBernstein Corporate Bond Portfolio (±7k/a Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AllianceBernstein Bond Fund - AtlianceBernstein U.S. Government Portfolio (±7k/a Alliance Bond Fund-. U.S. Government Portfolio) 6

7. AllianceBernstein Disciplined Value Fund (±7k/a Alliance Disciplined Value Fund) 7

8. AftianceBernstein Emerging Market Debt Fund (f/Ida Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 5

9. AllianceBerustein Global Small Cap Fund (fZkJa Alliance Global Small Cap Fund) 9








Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.


10


10. AllianceBernstciji Growth and Income Fund (f/k/a Alliance Growth and Income Fund)

11. AllianceBernstein High Yield Fund (f/k/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (f/k/a The Alliance Fund, Alliance Mid-Cap Growth Fund)'

AllianceBernstein New Europe Fund (f/k/a Alliance New Europe Fund) 12


15. AllianceBernstein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund) 14

16. AflianceBernstein Quasar Fund (f/k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f/Ida Alliance Technology Fund) 16

18. AllianceBernstein Trust - AllianceBerustein Small Cap Value Fund 17

19. The AllianceBerustein Portfolios - AiilanceBerustein Growth Fund (f/k/a The Alliance Portfolios - Alliance Growth Fund)

10 Merged with AllianceBemstein Bond Fund - AllianceBemstein Corporate Bond Portfolio and AllianceBemstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

" Now known as AllianceBemstein Small/Mid-Cap Growth Fund.

12 Merged into AllianceBerustein International Research Growth Fund in July 2005.

13 Now known as AllianceBernstein Large Cap Growth Fund.

'' Now known as AllianceBernstein Global Real Estate Fund.

Is Now known as AllianceBernstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio.


Now known as AllianceBernstein Trust - AllianceBernstein Small/Mid Cap Value Fund.

11


RELEASE between Canary Parties and AllianceBernstein Parties



Canary Parties (as defined below) and the AllianceBerastein Parties (as defined below) based on

alleged market timing in one or more of the AllianceBernstein Mutual Funds (as defined below)


WHEREAS, the Canary Parties and the AllianceBernstein Parties have entered into


WHEREAS, the Canary Parties and the AllianceBemstein Parties wish to exchange

mutual releases, effective upon approval of their respective settlements with the plaintiffs in the


NOW, THEREFORE, the Canary Parties and the AllianceBemstein Parties agree as

follows;

DEFINITIONS






United States, AllianceBemstein Investment Research and Management, Inc., and Alliance



(c) "Al]ianceBcrnstein Advisor Individual Defendants" means John D. Carifa,

Michael J. Laughlin, Roger Hertog, Bruce W. Calvert, Hank Brennan, Gerald Malone, Charles

Schaffran, Mark D. Gersten, and Wayne D. Lyski;





(e) "AllianccBernstein Parties" means the AllianceBernstein Adviser Corporate

Defendants and the AllianceBemstein Individual Advisor Defendants;

(1) "AllianceBernstein Releasing Funds" means the mutual funds or securities set

forth in the attached appendix;



(Ii) "Canary Parties" means Canary Capital Partners, LLC; Canary Capital Partners,

Ltd.; Canary Investment Management, LLC; and Edward Stern;

(i) "Canary Released Parties" means the Canary Parties and each of their respective

Related Parties;

(j) "Class Action" refers to the consolidated class action pending before the Court

under the caption Hindo, el al. v. Growth & Income Fund, et al., No. 03-cv-7765 (D. Md.);

(k) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller,

(1) "Court" means M1)L-1 586 and, following the termination of MDL- 1586, the



(m) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital

Management Holding, L.P., et al., Civil Action No. 2:03-CV-5087 (1). Md.);

(n) "Fund Derivative Plaintiff" means Ira Newman, Jennifer Taylor, Jean L. Taylor,


Bums, Jean lezza, Pat Jezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danielle



Steve Burda, Virginia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(o) "Parties" refers to the parties to this Release;

(p) "Related Parties" means (a) with respect to natural persons, their past or present






(a) "Release" means this instrument;

(r) "Released Canary Claims" means any and all claims, rights, demands, charges,




indemnity) against the AllianceBernstein Released Parties, whether direct, derivative or brought

in any other capacity, whether known or unknown (including Unknown Claims as defined

below), whether suspected or unsuspected, whether accrued or unaccrued, that the Canary Parties

'I


have, had, might have had or might ever seek to assert in the future arising under the laws, rules,

regulations or common law of the United States, any state or political subdivision thereof, or any

foreign country or jurisdiction, that concern, relate to or arise out of in any respect, whether

directly or indirectly, market timing, late trading, or short-term or excessive trading of shares of

any of the AllianceBemstein Releasing Funds, or the aftermath of any of those activities, during

the period January 1, 1998 through December 31, 2003;

(s) "Released AllianceBerustein Claims" means any and all claims, rights, demands,




or indemnity) against the Canary Released Parties, whether direct, derivative or brought in any

other capacity, whether known or unknown (including Unknown Claims as defined below),

whether suspected or unsuspected, whether accrued or unacorued, that the AllianceBernstein







(t) "Unknown Claims" means any and all Released Canary Claims which the Canary


any Released AllianceBcmstein Claims which the AllianceBerustein Parties do not know or

suspect to exist in their favor at the time of the release of such claims, which if known by them

4


might have affected their decisions with respect to entering into this Release. With respect to

any and all Released Canary Claims and Released AllianceBemstein Claims, upon the Effective

Date (as defined below), the Canary Parties and AllianeeBernstein Parties shall expressly waive

and be deemed to have waived any and all provisions, rights and benefits conferred by any law

of any state or territory of the United States, or principle Of common law, which is similar,

comparable, or equivalent to Cal. Civ. Code 1542, including that provision itself, which

provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE; WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,

MUTUAL RELEASE

2. Each of the Canary Parties, for good and valuable consideration received from the

AllianceBernstein Parties, hereby fully, finally and forever remises, releases, relinquishes, and

discharges all Released Canary Claims against the AllianceBemstein Released Parties, subject to

the occurrence of the Effective Date.


received from the Canary Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released AllianceBernstein Claims against the Canary Released

Parties, subject to the occurrence of the Effective Date.

EFFECTIVENESS




5



between (i) the Canary Parties and (ii) the Class Plaintiffs (on behalf of themselves and

the class) and Fund Derivative Plaintiffs, following issuance of Notice and final approval

by the Court (and the exhaustion of any rights to appeal the approval thereof), has

become effective pursuant to its terms; and



class) and Fund Derivative Plaintiffs, following issuance of Notice and fmal judicial




5, This Release may not be changed orally.







conflicts o1 laws of any state, except to the extent that federal law requires that federal law

governs.



6



merely by virtue of the fact that it or any part of it, may have been prepared by counsel for one



preparation of this Release,



forth below.







IN WiTNESS WHEREOF, this Release has been executed by the undersigned counsel,


ALIS AND FRANKEL LLP

Dated: 1 1 ,2010 'David S. Frankel Stephen M. Sinaiko 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9258

Attorneys for Canary Capital Partners, LLC, Canary Capital Partners, Ltd., Canary Investment Management, LLC, and Edward Stern

7


GIBSON DUNN & CRIJTCHER LLP

By: /George A. Schieren

BrianM. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000


Dated: 1 ,2010


APPENDIX'


2. Affiance National Municipal Income Fund 3

3. AilianceBernstein Americas Government Income Trust (f/k/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. AfflanceBernstein Balanced Shares (11k/a Alliance Balanced Shares)

- 5. AillanceBerustein Bond Fund - AlllaueeBernsteln Corporate Bond Portfolio (17k/a Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AllianceBerustein Bond Fund - AllianceBernstein U.S. Government Portfolio (17k/a Alliance Bond Fund - U.S. Government Portfolio)6

7. AillanceBernstein Disciplined Value Fund (17k/a Alliance Disciplined Value Fund) 7

8. AllianceBernstein Emerging Market Debt Fund (flkJa Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 8

9. AffianceBernstein Global Small Cap Fund (f/ic/a Alliance Global Small Cap Fund?


2 Acquired by AllianceBernstein Trust - AllianceBernstein International Value Fund in May 2002.


Became AllianceBernstein Global Government Income Trust in February 2006; now known as AllianceBemstein Global Bond Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBernstein Emerging Market Debt Fund to form ALlianceBenistein High Income Fund in January 2008,

6 Acquired by AllianceBernatein Bond Fund - AllianceBernstein Intermediate Bond Portfolio in November 2007.


Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.



10. AlliauceBernstein Growth and Income Fund (f/ida Alliance Growth and Income Fund)

11. MhianceBernstein ugh Yield Fund (f/k/a Alliance High Yield Fund)' °

12. AllianceBernsteln Mid-Cap Growth Fund (Elk/a The Alliance Fund s Alliance Mid-Cap Growth Fund)"

13. AllianceBernstelu New Europe Fund (f/k/a Alliance New Europe Fund) 12

14. AllianeeBerustein Premier Growth Fund (f/k/a Alliance Premier Growth Fund)"

15. AlllanceBernstehi Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund)' 4 .

16. AlliauceBernstein Quasar Fund (f/k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f/lila Alliance Technology Fund) 16

18. AlllanceBernsteln Trust - AffianceBernstein Small Cap Value Fund'

19, The Alliancellernstem Portfolios - AllianceBerastein Growth Fund (f/k/a The Alliance Portfolios - Alliance Growth Fund)

'° Merged with AllianceBernstein Bond Fund - AilianceBernstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.


12 Merged into AllianceBernatein International Research Growth Fund in July 2005.

" Now known as AllianceBernstein Large Cap Growth Fund.


15 Now known as AllianceBernstein Cap Fund - AllianceBemstein Small Cap Growth Portfolio.


17 Now known as AllianceBernstein Trust —AllianceBemstein Small/Mid Cap Value Fund.

10


RELEASE between the Canary Parties and AllianeeBernstein Releasing Mutual Funds

& Fund Trustees



Canary Parties (as defined below) and the AllianceBemstein Fund Parties (as defined below)

based on alleged market timing in one or more of the AllianceBernstein Mutual Funds (as


WHEREAS, the Canary Parties and the AllianceBernatein Fund Parties have entered into


WHEREAS, the Canary Parties and Allianceflernsteiu Fund Parties wish to exchange

mutual releases, effective upon approval of their respective settlements with the plaintiffs in the


NOW, THEREFORE, the Canary Parties and the AllianceBernatein Fund Parties agree as

follows:

DEFINiTIONS



(b) "A]lianceBernstein Adviser Corporate Defendants" means Alliance Capital






(c) "AllianceBemsthin Fund Individual Defendants" means William H. Foulk, Jr.,

Ruth Block, David H. Dievier, John IL Dobkin, Clifford L. Michel, Donald 3. Robinson, D.


Andrew L. Gangolt Brenton W. Harries, Robert C. White, Charles H. Ferguson, Peter J. Powers,

Richard W. Couper, Howard B. Hassler, Charles H. P. Duell, Shelby White, David K. Storrs, W.


William ICristol, Thomas B. Stiles, and Rosalie J. Wolf;

(d) "AilianceBernstein Fund Parties" means the AllianceBernstein Registrant Parties,

the AllianceBernstein Releasing Funds, and the AilianceBernstein Releasing Funds Trustees, in


(e) "AluianceBernstein Mutual Funds" means all open-ended mutual funds that were


AllianceBernatein Capital Management L.P. or any of its predecessors or past or present parents,


(I) "AffianceBerustein Registrant Parties" means all the investment companies and

trusts associated with the AllianceBernstein Releasing Funds;

(g) "AllianceBernstein Released Fund Parties" means the AllianceBernstein Fund


(h) "AllianceBernstein Releasing Funds" means the mutual funds or securities set

forth in the attached appendix;

(1) "MlianceBemstein Releasing Funds Current and Past Trustees" means the


including, without limitation, those Trustees listed in paragraph i(s);

2


(j) "AllianceBernstein Releasing Funds Trustees" means the AllianceBernstein Fwi4

Individual Defendants and the AllianceBernatein Releasing Funds Current and Past Trustees.

(k) "Canary Parties" means Canary Capital Partners, LLC; Canary Capital Partners,

Ltd.; Canary Investment Management, LLC; and Edward Stern;

(J) "Canary Released Parties" means the Canary Parties and each of their respective

Related Parties;

(m) "Class Action" means the consolidated class action pending before the Court

under the caption undo, et at. v. Growth & Income Fun4 ci at, No. 03-cv-7765 (D. Md.);

(n) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(c) "Court" means MDL-1586 and, following the termination of MDL-1586, the


(p) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital

Management Holding, L. P., et at., Civil Action No. 2:03-CV-5087 (D. Md.);

(q) "Fund Derivative Plaintiffs" means Ira Newman, Jennifer Taylor, Jean L. Taylor,

Robert J. Saelens, Anthony Antoniello, Nancy Ann Antoniello, James W. Burns, Thomas C.

Bums, Jean Jezza, Pat lezza, Linda D. Ames-Weiner, Felicia Bernstein, custodian for Danielle



Steve Burda, Virginia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(r) 'Parties" refers to the parties to this Release;

(a) "Related Parties" means (a) with respect to natural persons, their past or present


administrators; (b) with respect to legal entities other than natural persons, their part and present

3

F,



members, employees, agents, servants, attorneys, accountants, insurers, coinsurers and re-


(t) "Release" means this instrument;

(u) "Released Canary Claims" means any and all claims, rights, demands, charges,



other state, federal or other law, and Including but not limited to any claims for contribution or

indemnity) against the AllianceBernstein Released Fund Parties, whether direct, derivative or



Canary Parties have, had, might have had or might ever seek to assert in the future arising under

the laws, rules, regulations or common law of the United States, any state or political subdivision

thereof; or any foreign country or jurisdiction, that concern, relate to or arise out of in any




(v) "Released AliianccBernstein Fund Claims" means any and all claims, rights,


limitation, claims under the Securities Act, Exchange Act, ERESA, the Investment Company Act,


contribution or indemnity) against the Canary Released Parties, whether direct, derivative or

brought in any other capacity, whether known or unknown(including "Unknown Claims" as

4



AuianceBerustein Fund Parties have, had, might have had or might ever seek to assert in the


political subdivision thereof; or any foreign country or jurisdiction, that concern, relate to or arise

out of in any respect, whether directly or indirectly, market liming, late trading, or short-term or

excessive trading of shares of the AllianceBernstein Releasing Funds, or the aftermath of any of

these activities, during. the period January 1, 1998 through December 31, 2003;

(w) "Unknown Claims" means any and all Released Canary Claims which the Canary


any Released AllianceBematein Fund Claims which the AllianceBernstein Fund Parties do not

know or suspect to exist in their favor at the time of the release of such claims, which if known

by them might have affected their decisions with respect to entering into this Release. With

respect to any and all Released Canary Claims and Released Allianceflernstein Fund Claims,

upon the Effective Date (as defined below), the Canary Parties and AllianceBernstein Fund

Parties shall expressly waive and be deemed to have waived any and all provisions, rights and

benefits conferred by any law of any state or territory of the United States, or principle of

common law, which is similar, comparable, orequivalentto Cal. Civ. Code §1542, includingthat

provision itself, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN Hf S OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR


MUTUAL RELEASE

2. Each of the Canary Parties, for good and valuable consideration received from the

AllianceBernstein Fund Parties, hereby fully, finally and forever remises, releases, relinquishes,

and discharges all Released Canary Claims against the AllianceBematein Released Fund Parties,

subject to the occurrence of the Effective Date.

3. Each of the AllianceBernstein Fund Parties, for good and valuable consideration

received from the Canary Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released AllianceBernstein Fund Claims against the Canary


EFFECT1VNESS





between (i) the Canary Parties and (ii) the Class Plaintiffs (on behalf of themselves and

the class) and Fund Derivative Plaintiffs, following issuance of Notice and final approval

by the Court (and the exhaustion of any rights to appeal the approval thereof), has

become effective pursuant to its terms; and

I (b) The contemplated Stipulation and Agreement of Settlement between (1)

the AllianeeBernstein Releasing Funds, A]lianceBernstein Releasing Funds Current



6

a


V.



MISCELLAOUS PROVISIONS






S. The construction, interpretation, operation, effect and validity of this Release shall



governs.










forth below.

7





13. This Release may be executed in one br more original, photocopied, electronically



IN WJThESS WHEREOF, this Release has been executed by the undersigned counsel,

as of the dates set forth below, on behalf of each of the respective Parties set forth below;

ALJS & FRANKEL LLP

By;//

Dated: 4'4& 'L, 2010 j 1—David S.. Frankel

Stephen Ni Sinaiko 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9258

Attorneys for Canary Capital Partners, LLC, Canary Capital Partner, Ltd., Canary In vestment Management, LLC and Edward Stern

8


VENABLE LU

B). C-~—~ 0. Stewart Webb,

750 B. Pratt St., Suite 900 Baltimore, MD 21202 Telephone: 410-244-7400

Dated: 2010

Attorneys for and on bchajfnfthe AllianceBernstein Releasing Funds and the dlliwweBernstein Registrant PartIes


By:

Dated: Jv 1,20l0 Bruce E. Clark


Attorn eys for and on behalf of the Allianceilernsteln Releasing Funds Current and Fast Trustees

fflNGITAM MCCIJTCIJEN LLP

By: Frances S. Cohen

Dated: ,2010


Attorn eyefor Irwin Engelman, Peter W. Huber, William Kristol, Thomas B. Stiles, and Rosalie I. Wolf

9


VENABLE LLP

By:

Dated: ,2010 G. Stewart Webb, Jr.

750 E. Pratt St, Suite 900 Baltimore, MD 21202 Telephone: 410-244-7400

Attorneys for and on behalf of the AillanceBerustein Releasing Funds and the AllianceBernstein Registrant Parties

SULLIVAN &CROMWELL LLP

By:

Dated: 2010 Bruce E. Clark

125 Broad Street New York, New York 10004-2498 Telephone: 212-5584000

Attorneys for and on behalf of the 4lllanceflernslein Releasing Funds Current and Past Trustees

BNGEAM MCCVTC}IN LLP

B Frances S. Cohen


Dated: 3i4. 1.112010

Atlorn eyefor Irwin Engelman, Peter W. Haber, H'Wiam J(risto4 Thomas B. Stlle, and Rosalie!. Wo(

9


APPENDIX'

1. Alliance International Fund2

2. Alliance National Municipal Income Fund3

3. AllianceBernstein Americas Government Income Trust (mc/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. AflianceBcrnstcin Balanced Shares (11k/a Alliance Balanced Shares)

5. AllianceBernstcin Bond Fund— AlllanceBernstein Corporate Bond Portfolio (f/k/a Alliance Bond Fund - Corporate Bond Portfolio) 5

6. AllianceBernstein Bond Fund - AllianceBerustein U.S. Government Portfolio (11k/a Alliance Bond Fund - U.S. Government Portfolio) 6

7. AllianceBernstein Disciplined Value Fund (11k/a Alliance Disciplined Value Fundy

8. AllianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Funds Alliance Global Dollar Government Fund?

9. AllianceBernstein Global Small Cap Fund (11k/a Alliance Global Small Cap Fund?


2 Acquired by AllianccBernstein Trust - AllianceBernstein International Value Fund in May 2002.

Now known as AllianceBerristein National Municipal Income Fund.

' Became AllianceBernstein Global Government Income Trust in February 2006; now known as AllianceBerustein Global Bond Fund.

Merged with AllianceBerastein High Yield Fund and AllianeBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

Acquired by AllianceBerustein Bond Fund - AllianceBernstein Intermediate Bond Portfolio in November 2007.


Merged with AllianceBernstein High Yield Fund and AflianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.


10


10. AlliauceBernstein Growth and Income Fund (cIa Alliance Growth and Income Fund)

ii. AllianceBernsteln High Yield Fund (f/k/a Alliance High Yield Fund)"

12, AllianceBernstein Mid-Cap Growth Fund (f/k/a The Alliance Fund, Alliance Mid-Cap Growth Fund)"

13. AUianceBernstein New Europe Fund (f/k/a Alliance New Europe Fund) 12

14. AllianceBerustein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 13

15. Alliancellernsteln Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund)'4

16. AllianceBernstein Quasar Fund (f/k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f/k/a Alliance Technology Fund) 16

18. AllianceBernsteiu Trust - AllianceBernstein Small Cap Value Fund 17


'° Merged with AllianceBernstcin Bond Fund - AllianceBemstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

If . Now known as AllianceBernstein Small/Mid-Cap Growth Fund.

' Merged into AllianceBernstein International Research Growth Fund in July 2005.

13 Now known as A]lianceBernstein Large Cap Growth Fund,

H Now known as AllianceBernstein Global Real Estate Fund.

15 Now known as AilianceBerastein Cap Fund —AllianceBerustein Small Cap Growth Portfolio.

16 Became AflianceBen3stein Global Technology Fund in December 2004; now known as - AllianceBernstein Global Thematic Growth Fund.

17 Now known as AllianceBemstein Trust - AllianceBernstein SmafllMid Cap Value Fund.

11


RELEASE between the Security Brokera2e Parties and AllianceBernstein Parties



Security Brokerage Parties (as defined below) and the AllianceBernstein Parties (as defined

below) based on alleged market timing in one or more of the AllianceBemstein Mutual Funds (as


WHEREAS, the Security Brokerage Parties and the AllianceBemstein Parties have


approval;

WHEREAS, the Security Brokerage Parties and the AllianceBernstcin Parties wish to



NOW, THEREFORE, the Security Brokerage Parties and the AllianceBemstein Parties

agree as follows:

DEFINITIONS



(b) "AllianceBemstein Adviser Corporate Defendants" means Alliance Capital






(c) "AllianceBernstein Advisor Individual Defendants" means John D. Carifa,

Michael J. Laughlin, Roger Hertog, Bruce W. Calvert, Hank: Brennan, Gerald Malone, Charles

Schaffran, Mark D. Gersten, and Wayne D. Lyski;





(e) "AilianceBernstein Parties" means the AllianceBemstein Adviser Corporate

Defendants and the AllianceBernstein Individual Advisor Defendants;

(f) "AllianceBernstein Releasing Funds" means the mutual funds or securities at




(h) "Class Action" refers to the consolidated class action pending before the Court


(i) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(j) "Court" means MDL- 1586 and, following the termination of MDL- 1586, the


(k) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital


(1) "Fund Derivative Plaintiffs" means Ira Newman, Jennifer Taylor, Jean L. Taylor,



2




Steve Burda, Vjrgnia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(m) "Parties" refers to the parties to this Release;

(n) "Related Parties" means (a) with respect to natural persons, their past or present






(o) "Release" means this instrument;

(p) "Released Security Brokerage Claims" means any and all claims, rights, demands,




or indemnity) against the AllianceBemstein Released Parties, whether direct, derivative or



Security Brokerage Parties have, had, might have had or might ever seek to assert in the future

arising under the laws, rules, regulations or common law of the United States, any state or



3


excessive trading of shares of any of the AllianceBernstein Releasing Funds, or the aftermath of

any of those activities, during the period January 1, 1998 through December 31, 2003;

(q) "Released AllianceBernstein Claims" means any and all claims, rights, demands,




or indemnity) against the Security Brokerage Released Parties, whether direct, derivative or



AllianceBemstein Parties have, had, might have had or might ever seek to assert in the future






(r) "Security Brokerage Parties" means Daniel G. Calugar and Security Brokerage,

Inc. (now known as Symphonic Alpha, LLC);

(s) "Security Brokerage Released Parties" means the Security Brokerage Parties and


(t) "Unknown Claims" means any and all Released Security Brokerage Claims which

the Security Brokerage Parties do not know or suspect to exist in their favor at the time of the

release of such claims, and any Released AllianceBemstein Claims which the AllianceBemstein

Parties do not know or suspect to exist in their favor at the time of the release of such claims,


which if known by them might have affected their decisions with respect to entering into this

Release. With respect to any and all Released Security Brokerage Claims and Released

AllianceBernstein Claims, upon the Effective Date (as defined below), the Security Brokerage

Parties and AllianceBemstein Parties shall expressly waive and be deemed to have waived any

and all provisions, rights and benefits conferred by any law of any state or territory of the United

States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ.

Code § 1542, including that provision itself, which provides:


MUTUAL RELEASE

2. Each of the Security Brokerage Parties, for good and valuable consideration

received from the AllianceBernstein Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released Security Brokerage Claims against the

AllianceBernstein Released Parties, subject to the occurrence of the Effective Date.


received from the Security Brokerage Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released AllianceBemstein Claims against the Security

Brokerage Released Parties, subject to the occurrence of the Effective Date.

EFFECTIVENESS






between (i) the Security Brokerage Parties and (ii) the Class Plaintiffs (on behalf of

themselves and the class) and Fund Derivative Plaintiffs, following issuance of Notice

and final approval by the Court (and the exhaustion of any rights to appeal the approval

thereof), has become Effective pursuant to its terms; and



class) and Fund Derivative Plaintiffs, following issuance of Notice and final judicial












governs.











forth below.







7




McDERMOTT WILL & EMERY LLP

By:9 $ Steven S. Scholes -

227 West Monroe, Suite 4400 Chicago, Illinois 60606-5096 Telephone: (312) 372-2000

Dated: /i2010

Attorneys for, and on behalf of, Daniel C. Calugar, Security Brokerage, Inc. (now known as Symphonic Alpha, LLC), DCIP, L.P., .RCIP, Li', and the Security Brokerage, Inc. Profit Sharing Trust (now known as the Calugar Corporation Profit Sharing Trust)

GIBST,DUNN& r, CR CHER LLP

George A. Schieren Brian M. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000


Dated: %.A,( ,2010


APPENDIX'



3. AllianceBernstein Americas Government Income Trust (f7k/a Alliance Americas Government Income Trust, Alliance North American Government Income Trust) 4

4. AllianceBernstein Balanced Shares (f/k/a Alliance Balanced Shares)

5. AllianceBerustein Bond Fund - AllianceBernstein Corporate Bond Portfolio (f/ida Alliance Bond Fund - Corporate Bond Portfolio) 5


7. AllianceBernstein Disciplined Value Fund (fflc/a Alliance Disciplined Value Fund) 7

8. AllianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 8

9. AllianceBernstein Global Small Cap Fund (f/Ida Alliance Global Small Cap Fund) 9


2 Acquired by AllianceBemstein Trust - AllianceBemstein International Value Fund in May 2002.






8 Merged with AllianceBernstein High Yield Fund and AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.



10. AllianceBernstein Growth and Income Fund (17k/a Alliance Growth and Income Fund)

11. AllianceBernstein High Yield Fund (17k/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (17k/a The Alliance Fund, Alliance Mid-Cap Growth Fund)'

AllianceBernstein New Europe Fund (17k/a Alliance New Europe Fund) 12

14. All ianceBernstein Premier Growth Fund (f,lcfa Alliance Premier Growth Fund) 13

15. AffianceBerustein Real Estate Investment Fund (17k/a Alliance Real Estate Investment Fund)' 4

16. AllianceBernstein Quasar Fund (17k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f7kIa Alliance Technology Fund) 16


19. The AllianceBernstein Portfolios - AllianceBernstein Growth Fund (17k/a The Alliance Portfolios - Alliance Growth Fund)

'° Merged with AllianceBernstein Bond Fund - AllianceBemstein Corporate Bond Portfolio and AllianceBemstein Emerging Market Debt Fund to form AflianceBernstein High Income Fund in January 2008.

" Now known as AllianceBemstein Small/Mid-Cap Growth Fund.


Now known as AllianceBernstein Large Cap Growth Fund.


15 Now known as AllianceBemstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio.

16 Became AllianceBernstein Global Technology Fund in December 2004; now known as AllianceBemstein Global Thematic Growth Fund.

" Now known as AllianceBemstein Trust - AllianceBemstein Small/Mid Cap Value Fund.

10


RELEASE between Security Brokerage Parties and AWaneeBernstein Releasing Mutual Funds

& Fund Trustees



Security Brokerage Parties (as defined below) and the AllianceBernstein Fund Parties (as defined

below) based on alleged market timing in one or more of the AllianceBernstein Mutual Funds (as


WHEREAS, the Security Brokerage Parties and the AllianceBernstein Fund Parties have


approval;

WHEREAS, the Security Brokerage Parties and AllianceBernstein Fund Parties wish to



NOW, THEREFORE, the Security Brokerage Parties and the AllianceBernstein Fund

Parties agree as follows:

DEFINITIONS

I. As used in this Release:





United Stales, AllianceBemstein Investment Research and Management, inc., and Alliance



(c) "AllianceBernstein Fund Individual Defendants" means William H. Foulk, Jr.,

Ruth Block, David H. Dievler, John H. Dobkin, Clifford L. Michel, Donald J. Robinson, D.


Andrew L. Gangoif, Brenton W. Harries, Robert C. White, Charles H. Ferguson, Peter J. Powers,

Richard W. Couper, Howard E. Hassler, Charles H. P. Duell, Shelby White, David K. Storrs, W.

H. Henderson, Stig Host, Alan Stoga, Talc-Lung Tshn, Irwin Engelman, Peter W. Huber,


(d) "AllianceBernstein Fund Parties" means the AllianceBemstein Registrant Parties,







(f) "AllianceBerustein Registrant Parties" means all the investment companies and

trusts associated with the AilianceBernstein Releasing Funds;

(g) "AllianceBernstein Released Fund Parties" means the AllianceBernstein Fund


(h) "AllianceBernstein Releasing Funds" means the mutual funds or securities at


(i) "AllianceBernstein Releasing Funds Current and Past Trustees" means the



2


(j) "AllianceBemstein Releasing Funds Trustees" means the AllianceBernstein Fund

Individual Defendants and the AllianceBernstein Releasing Funds Current and Past Trustees;

(k) "Class Action" means the consolidated class action pending before the Court

under the caption Hindo, et al. v. Growth & Income Fun4 at al., No. 03-cv-7765 (D. Md.);

(1) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;

(m) "Court" means MDL-1 586 and, following the termination of IvIDL-1 586, the


(n) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital

Management Holding, L.P., at al., Civil Action No. 2:03 -CV-5087 (D. Md.);

(o) "Fund Derivative Plaintiffs" means Ira Newman, Jennifer Taylor, Jean L. Taylor,





Steve Burda, Virgnia Wilcox, JoAnne Schnieder, Elaine F. Platt, Harry Schipper, and Jose Diaz;

(p) "Parties" refers to the parties to this Release;

(q) "Related Parties" means (a) with respect to natural persons, their past or present






(r) "Release" means this instrument;

3


(s) "Released Security Brokerage Claims" means any and all claims, rights, demands,




or indemnity) against the AllianceBernstein Released Fund Parties, whether direct, derivative or



Security Brokerage Parties have, had, might have had or might ever seek to assert in the future






(t) "Released AllianceBemstein Fund Claims" means any and all claims, rights,




contribution or indemnity) against the Security Brokerage Released Parties, whether direct,

derivative or brought in any other capacity, whether known or unknown (including "Unknown

Claims" as defined below), whether suspected or unsuspected, whether accrued or unaccrued,

that the AllianceBernstein Fund Parties have, had, might have had or might ever seek to assert in

the future arising under the laws, rules, regulations or common law of the United States, any

state or political subdivision thereof, or any foreign country or jurisdiction, that concern, relate to

4


or arise out of in any respect, whether directly or indirectly, market timing, late trading, or short-

term or excessive trading of shares of the AllianceBernstein Releasing Funds, or the aftermath of


(u) "Security Brokerage Parties" means Daniel G. Calugar and Security Brokerage,

Inc. (now known as Symphonic Alpha, LLC);

(v) "Security Brokerage Released Parties" means the Security Brokerage Parties and


(w) "Unknown Claims" means any and all Released Security Brokerage Claims which

the Security Brokerage Parties do not know or suspect to exist in their favor at the time of the

release of such claims, and any Released AllianceBernstein Fund Claims which the

AllianceBemstein Fund Parties do not know or suspect to exist in their favor at the time of the

release of such claims, which if known by them might have affected their decisions with respect

to entering into this Release. With respect to any and all Released Security Brokerage Claims

and Released AllianceBemstein Fund Claims, upon the Effective Date (as defined below), the

Security Brokeage Parties and AilianceBernstein Fund Parties shall expressly waive and be

deemed to have waived any and all provisions, rights and benefits conferred by any law of any

state or territory of the United States, or principle of common law, which is similar, comparable,

or equivalent to Cal. Civ. Code § 1542, including that provision itself, which provides:


MUTUAL RELEASE

5


2. Each of the Security Brokerage Parties, for good and valuable consideration

received from the AllianceBemstein Fund Parties, hereby fully, finally and forever remises,

releases, relinquishes, and discharges all Released Security Brokerage Claims against the

AllianceBernstein Released Fund Parties, subject to the occurrence of the Effective Date.


received from the Security Brokerage Parties, hereby fully, finally and forever remises, releases,

relinquishes, and discharges all Released AllianceBernstein Fund Claims against the Security

Brokerage Released Parties, subject to the occurrence of the Effective Date.

EFFECTIVENESS





between (i) the Security Brokerage Parties and (ii) the Class Plaintiffs (on behalf of

themselves and the class) and Fund Derivative Plaintiffs, following issuance of Notice

and final approval by the Court (and the exhaustion of any rights to appeal the approval

thereof), has become effective pursuant to its terms; and


the AllianceBemstein Releasing Funds, AllianceBernstein Releasing Funds Current





6











governs.










forth below.




7

I







McDERMOTT WILL & EMERY LLP

By Steven S. Scholes

227 West Monroe, Suite 4400 Chicago, Illinois 60606-5096 Telephone: (312) 372-2000

Dated: /,2010

Attorneys for, and on behalf of, Daniel G. Calugar, Security Brokerage, Inc. (now known as Symphonic Alpha, LLC), DCI?, L.P., RCIP, L.P., and the Security Brokerage, Inc. Profit Sharing Trust (now known as the Calugar Corporation Profit Sharing Trust)


VENABLE LLP

By. 1 2010 0. Stewart Webb

750 E Pratt St., Suite 900 Baltimore, MD 21202 Telephone: 410-244-7400

Attorneys for and on behalf of the AllianceBernstein Releasing Funds and the AllicnceBernstein Registrant Parties


By j3_,.., £ C(9_ Dated: 7 ,2010 Bruce B. Clark


Attorneys for and on behalf ofthe AllianceBernstein Releasing Funds Current and Past Trustees

BINGRAM MCCUTCREN LLP

Dated: ,2010 Frances S. Cohen


Attorneys for Irwin Engelman, Peter W. Hither, William Kristo4 Thomas B. Stiles, and Rosalie J. Wolf


VENABLE LLP

Dated: ,2010 G. Stewart Webb, Jr.


Attorneys for and on behalf of the Aiianceliernstein Releasing Funds and the AilianceBernsteln Registrant Forties


By: ,2010 Bruce B. Clark


Attorneys for and on behalf of tlteAllianceBernstein Releasing Funds Current and Past Trustees

BINGRAM MCCIJTCIIEN LLP

By: Dated: , 2010 Frances S. Cohen


Attorneys for Irwin Engelman, Peter W. Huber, William Krislol, Thomas B. Stiles, and Rosalie J Wolf

IQ


APPENDIX'

1. Alliance International Fund2


3. AllianceBernstein Americas Government Income Trust (f7k1a Alliance Americas Government income Trust, Alliance North American Government Income Trust)'

4. AllianceBernstein Balanced Shares (f/k/a Alliance Balanced Shares)

5. AHianceBernstein Bond Fund - AllianceBei-nstein Corporate Bond Portfolio (f/k/a Alliance Bond Fund - Corporate Bond Portfolio) 5


7. AllianceBernstein Disciplined Value Fund (f/k/a Alliance Disciplined Value Fund) 7

8. AllianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund)'

9. AllianceBernstein Global Small Cap Fund (f/k/a Alliance Global Small Cap Fund)9



Now known as AllianceBernstein National Municipal income Fund.


Merged with AllianceBernstein High Yield Fund and AllianceBemstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.

6 Acquired by AllianceBemstein Bond Fund - AllianceBematein Intermediate Bond Portfolio in November 2007.


Merged with AllianceBernstein High Yield Fund and AllianceBernstein Bond Fund - AllianceBemstein Corporate Bond Portfolio to become AllianceBemstein High Income Fund in January 2008.


10


10. AllianceBernstein Growth and Income Fund (elk/a Alliance Growth and Income Fund)

11 • AllianceBernstein High Yield Fund (elk/a Alliance High Yield Fund)' °

12. AllianceBernstein Mid-Cap Growth Fund (f/k/a The Alliance Fund, Alliance Mid-Cap Growth Fund)'

13. AflianceBernstein New Europe Fund (f/k/a Alliance New Europe Fund) 12

14. MlianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 13

15. AllianceBernstein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Ftmd)'4

16. AllianceBernstein Quasar Fund (f/k/a Alliance Quasar Fund) 15

17. AllianceBernstein Technology Fund (f/Ida Alliance Technology Fund) 16


19. The AllianceBernstein Portfolios - AllianceBerustein Growth Fund (f/k/a The Alliance Portfolios - Alliance Growth Fund)

0 Merged with AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008.


' Merged into AllianceBernstein International Research Growth Fund in July 2005.

" Now known as AllianceBernstein Large Cap Growth Fund.

" Now known as AllianceBemstein Global Real Estate Fund.

15 Now known as AllianceBemstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio.

16 Became AllianceBemstein Global Technology Fund in December 2004; now known as AllianceBernstein Global Thematic Growth Fund.

17 Now known as AllianceBemstein Trust - AllianceBernstein Small/Mid Cap Value Fund.

11

in re: alliance, franklin templeton, bank of america...

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