In Re Alliance, Franklin Templeton, Bank Of America ...securities.stanford.edu/filings-documents/1028/ACMHL03-01/2010106... · In Re Alliance, Franklin Templeton, Bank Of America,

Case 1:04-md-15862-JFM Document 1355-9 Filed 10/06/10 Page 1 of 40

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-15862 (AMD)

[PROPOSED] ORDER AND FINAL JUDGMENT WITH RESPECT TO BANC OF AMERICA SECURITIES LLC

This matter came for a hearing on October , 2010 before this Court (the "Final

Settlement Hearing") to determine: (1) whether the terms and conditions of the Alliance/BAS

Severed Agreement and Stipulation of Settlement dated January 28, 2010 (the "Stipulation"), are

fair, reasonable and adequate for the settlement of all claims asserted by the Class Plaintiffs and

Fund Derivative Plaintiffs (collectively, the "Plaintiffs") against Banc of America Securities

LLC ("BAS") in the Alliance sub-track of MDL- 1586, and should be approved; (2) whether

judgment should be entered dismissing, among other things, Plaintiffs' claims against BAS on

the merits and with prejudice; and (3) whether the Released Claims should be released in favor

of the Banc of America Released Parties, including as against all persons or entities who are

Class Members and who have not requested exclusion therefrom;

And it appearing that the Long-Form Notice of the proposed Settlement and hearing,

substantially in the form approved by the Court, was posted on the Settlement website,

www.AllianceMutualFundLitigation.com , and was made available for mailing to Class Members


upon request; that the Notice was mailed to all Class Members reasonably identifiable, except

those persons and entities excluded from the definition of the Class, as shown by the records of

the AlianceBernstein Mutual Funds or their transfer agents, at the respective addresses set forth

in such records; and that the Publication Notice, substantially in the form approved by the Court,

was published in People Magazine, The Wall Street Journal, The New York Times, and over the

PR Newswire; and notice of the Settlements was posted on various web-based media outlets,

including, but not limited to, CNN.com, AOL.com, Hotmail.com, Facebook.com , Yahoo.com ,

The Wall Street Journal online, and through RSS Feed, pursuant to the specifications of the

Court;

And the Court, having considered all matters submitted to it at the Final Settlement

Hearing, along with all prior submissions by the Parties and others, and otherwise having

determined the fairness and reasonableness of the proposed Settlement;

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. This Order and Final Judgment hereby incorporates by reference the definitions

in both the Stipulation and this Court's May 19, 2010 Preliminary Order for Notice and Hearing

in Connection with Settlement Proceedings in the Alliance Sub-Track (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. This Court has jurisdiction to enter this Order and Final Judgment. The Court has

jurisdiction over the subject matter of the Actions and all matters relating thereto, and over all

parties to the Actions.

3. The Court hereby affirms its findings in its Preliminary Approval Order, that for

purposes of settlement only, the prerequisites for a class action under Federal Rules of Civil

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Procedure 23(a) and (b)(3) have been satisfied in connection with the Class Action, in that: (a)

the number of Class Members is so numerous that joinder of all members thereof is

impracticable; (b) there are questions of law and fact common to the Class; (c) the claims of the

Class Plaintiffs are typical of the claims of the Class they seek to represent; (d) Class Plaintiffs

and Class Lead Counsel have and will fairly and adequately represent the interests of the Class;

the questions of law and fact common to the members of the Class predominate over any

questions affecting only individual members of the Class; and (e) a class action is superior to

other available methods for the fair and efficient adjudication of the controversy.

4. The Court further affirms its determinations in the Preliminary Approval Order

and hereby finally certifies, for purposes of settlement only, a class consisting of all persons

(other than defendants, their families and affiliates) who, during the Class Period purchased

and/or held shares in any of the AllianceBernstein Releasing Funds'; as well as a class

consisting of all persons who were participants in or beneficiaries of the Alliance Plan at any

time between October 2, 1998 and September 30, 2003 and whose accounts included

investments in the AllianceBemstein Releasing Funds and Alliance Holding Units. Excluded

from the Class are defendants (i.e., the Settling Entities 2), members of the immediate family of

Class 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. In connection with the settlement, Class Counsel hired an expert to examine the trading records of the AllianceBernstein Funds, to determine which, if any of the AllianceBernstein Funds, and thereby their holders, had potentially been damaged. After a thorough review, Class Counsel's expert concluded that only the "AllianceBernstein Releasing Funds" (a/k/a the "Class Funds") had potentially been damaged as a result of market-timing and/or late trading. A list of the AllianceBernstein Releasing Funds is contained in the Appendix attached hereto. 2 "Settling Entities" is defined as: (i) 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., The Equitable Life Assurance Society of the United States, n/k/a AXA Equitable Life Insurance

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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.

Also excluded from the Class are any persons who timely and validly exclude themselves by

filing a request for exclusion from the Class as listed on Exhibit 2 annexed hereto.

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

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

finally certifies Class Plaintiffs, Philip L. Erickson and Nadine Geller, as Class Representatives,

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

Counsel.

6. The Court hereby finds that notice of the pendency of the Class Action as a class

action and of the proposed Settlement was given to all Class Members who could be identified

with reasonable effort. The form and method of notifying the Class of the pendency of the Class

Action as a class action and of the terms and conditions of the proposed Settlement met the

requirements of due process, Rule 23 of the Federal Rules of Civil Procedure, Section 21D(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, and constituted the best notice practicable under the

Company, AllianceBernstein Investment Research and Management, Inc. (nlk/a AllianceBernstein Investments, Inc.), Alliance Global Investor Services, Inc. (nlk/a AllianceBernstein 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 AllianceBernstein Funds; (ii) Banc of America Securities LLC; (iii) Bear, Stearns & Co. Inc. (nlk/a J.P. Morgan Securities Inc.), Bear, Stearns Securities Corp. (nlkla J.P. Morgan Clearing Corp.), and The Bear Stearns Companies Inc. (nlkla The Bear Stearns Companies 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. Stern.

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circumstances, and constituted due and sufficient notice to all persons and entities entitled

thereto.

7. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil

Procedure, the Court hereby finds that due and adequate notice of these proceedings was directed

to all persons and entities who are Class Members, advising them of the Settlement, the Plan of

Allocation, and Plaintiffs' Counsel's intent to apply for attorneys' fees and reimbursement of

litigation expenses associated with the Actions, and of their right to object thereto, and a full and

fair opportunity was accorded to all persons and entities who are Class Members to be heard with

respect to the foregoing matters. Thus, it is hereby determined that all Class Members who did

not timely and properly elect to exclude themselves by written communication postmarked or

otherwise delivered on or before the date set forth in the Settlement Notices and the Preliminary

Approval Order, are bound by this Order and Final Judgment.

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

shareholders of the AllianceBernstein Funds of the Settlement of the Derivative Action was

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

Procedure.

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

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

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

AllianceBernstein Funds on whose behalf the derivative claims were brought.

10. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement as set forth in the Stipulation, and finds that the Settlement is, in all

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respects, fair, reasonable, and adequate, and in the best interests of the Class Members and the

AllianceBernstein Funds. Further, pursuant to Rule 23.1 of the Federal Rules of Civil Procedure,

this Court hereby approves the Settlement of the Derivative Action and finds that the Settlement

is fair reasonable and adequate to the AllianceBernstein Funds and any other interested Persons.

This Court further finds that the Settlement set forth in the Stipulation is the result of arm's-

length negotiations between experienced counsel representing the interests of the Parties.

Accordingly, the Settlement embodied in the Stipulation is hereby approved in all respects and

shall be consummated in accordance with the terms and provisions of the Stipulation.

11. 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.

12. 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.

13. Upon the Effective Date:

(a) all Released Claims brought by or on behalf of any of the Releasing

Plaintiffs Parties and their respective heirs, executors, administrators, transferees,

successors and assigns against the Bank of America Released Parties in any case or

complaint transferred to or filed in MDL-1586, including, without limitation, the Actions,

including specifically, without limitation, Counts IV and XIII of the Class Complaint, as

against any and all of the Bank of America Released Parties, are to be dismissed with

prejudice. Upon the Effective Date, all claims or causes of action asserted in the Class


Complaint against the Bank of America Released Parties on behalf of shareholders that

are not Class Members shall be dismissed;

(b) all Releasing Plaintiffs Parties, on behalf of themselves, their heirs,

executors, administrators, transferees, successors and assigns, for good and sufficient

consideration: (i) shall be conclusively deemed to have fully, finally and forever

released, relinquished, and discharged all Released Claims against the Bank of America

Released Parties; (ii) shall be conclusively deemed to have covenanted not to sue the

Bank of America Released Parties in any action alleging any claim that is a Released

Claim; (iii) shall be conclusively deemed to have covenanted not to knowingly and

voluntarily assist in any way any third party in commencing or prosecuting any suit

against the Bank of America Released Parties relating to any Released Claim, including

any derivative suit, and (iv) shall forever be enjoined and barred from asserting the

Released Claims against any Bank of America Released Party in any action or

proceeding of any nature;

(c) each of the Bank of America Parties, on behalf of themselves, their heirs,

executors, administrators, successors and assigns, shall be conclusively deemed to have

fully, finally and forever released, relinquished, and discharged all Released Parties'

Claims, and shall forever be enjoined from prosecuting any or all of the Released Parties'

Claims, against the Releasing Plaintiffs Parties and their respective counsel; and

(d) the Cross-Claim Releases attached hereto as Exhibit 3 shall become

effective.

14. Upon the Effective Date, to the full extent allowed by applicable state or federal

law (including the PSLRA), the Court hereby bars, enjoins, restrains, and discharges any and all

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claims for contribution, and all claims for indemnification or the like, however styled, based

upon, arising out of, relating to, or in connection with the Released Claims: (a) against the Bank

of America Released Parties; and (b) by the Bank of America Released Parties against any

person or entity other than any person or entity whose liability to the Class has been

extinguished pursuant to the Severed Agreement and this Order and Final Judgment.

15. This Order and Final Judgment, the Stipulation, whether or not consummated,

and any proceedings taken pursuant to it, and any of the documents or statements referred to

therein:

(a) shall not be offered or received against the Bank of America Released

Parties as evidence of, or construed as, or deemed to be evidence of any presumption,

concession, or admission by the Bank of America Released Parties with respect to the

truth of any fact alleged by any of the Plaintiffs or the validity of any claim that was or

could have been asserted against Bank of America Released Parties in the Actions in this

Sub-Track or in any other litigation, or of any liability, negligence, fault, or other

wrongdoing of any kind of the Bank of America Released Parties;

(b) shall not be offered or received against the Bank of America Released

Parties 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 the Bank of America Released Parties, or against the Plaintiffs, any

Class Members or the Fund Shareholders as evidence of any infirmity in the claims of

Plaintiffs, the Class Members or the Fund Shareholders;

(c) shall not be offered or received against the Bank of America Released

Parties, or against the Plaintiffs, any Class Members or the Fund Shareholders, as

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evidence of a presumption, concession or admission with respect to any liability,

negligence, fault or wrongdoing of any kind, or in any way referred to for any other

reason as against any of the Bank of America Released Parties, in any other civil,

criminal or administrative action or proceeding, in any forum, other than such

proceedings as may be necessary to effectuate the provisions of the Severed Agreement;

provided, however, that if the Severed Agreement is approved by the Court, the Bank of

America Released Parties may refer to it to effectuate the protection from liability

granted them thereunder;

(d) shall not be construed against the Bank of America Released Parties, or

the Plaintiffs, any Class Members or the Fund Shareholders, as an admission, concession,

or presumption that the consideration to be given thereunder represents the amount which

could be or would have been recovered after trial; and

(e) shall not be construed against the Plaintiffs, any Class Members or the

Fund Shareholders as an admission, concession, or presumption that any of their claims

are without merit or that damages recoverable against BAS in the Actions in this Sub-

Track would not have exceeded the Settlement Amount.

16. The Court reserves jurisdiction, without affecting in any way the finality of this

Order and Final Judgment, over (a) implementation and enforcement of the Settlement; (b) the

allowance, disallowance or adjustment of any Class Member's claim on equitable grounds and

any award or distribution of the Settlement Sum; (c) disposition of the Severed Settlement Sum;

(d) consideration and approval of the proposed Plan of Allocation; (e) hearing and determining

Plaintiffs' Counsel's applications for attorneys' fees, costs, interest and expenses, including fees

and costs of experts and/or consultants; (f) enforcing and administering this Order and Final

S


Judgment; (g) enforcing and administering the Stipulation including any releases executed in

connection therewith; and (h) other matters related or ancillary to the foregoing.

17. The Court finds that throughout the course of the Actions, the Parties and their

respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of

Civil Procedure and the Private Securities Litigation Reform Act.

18. 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 Order and Final Judgment shall not be affected, in

any manner, by rulings that the Court may make on the Plan of Allocation; and/or the

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

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

terms of the Stipulation or in the event that the Severed Settlement Sum, or any portion thereof,

is returned to BAS (or any other person or entity responsible for funding the Settlement

Amount), and such amount is not replaced by others, then this Order and Final Judgment shall be

rendered null and void to the extent provided by and in accordance with the Stipulation, and shall

be vacated to the extent provided by the Stipulation and, in such event:

(a) within thirty (30) days of the written notice of voidance, the Severed

Settlement Sum and the AllianceBernstein Cost Reduction Amount (less any and all

amounts paid or payable towards Costs of Notice and Administration and less any and all

accrued but as yet unpaid Taxes or escrow fees) shall be returned to BAS;

(b) the Settlement shall be deemed null and void with respect to the Parties

hereto, and shall have no further force and effect with respect to any of the Parties;

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(c) the Parties hereto shall be deemed to have reverted to their respective

status in the Actions as of the date a day prior to the date of the execution of the BAS

Settlement Term Sheet and, except as otherwise expressly provided, the Parties shall

proceed as if the BAS Settlement Term Sheet, the Master Agreement, and the Severed

Agreement, and any related orders entered in connection with the contemplated

settlement of the claims against BAS in this Sub-Track, had not been executed or

entered; and

(d) neither the Master Agreement nor the Severed Agreement (including any

of the exhibits thereto), nor any communications or negotiations with respect to the

Master Agreement or the Severed Agreement, nor any of the other severed settlement

agreements entered into by BAS in any of the other MDL sub-tracks, shall be used or

referred to in this Sub-Track by any of the parties to the Actions in this Sub-Track.

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

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

21. There is no just 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


APPENDIX

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) 5

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

5. AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio (f/k/a Alliance Bond Fund - Corporate Bond Portfolio) 6

6. AllianceBernstein Bond Fund - AllianceBernstein U.S. Government Portfolio (f/k/a Alliance Bond Fund - U.S. Government Portfolio) 7

7. AllianceBernstein Disciplined Value Fund (f/k/a Alliance Disciplined Value Fund) 8

8. AllianceBernstein Emerging Market Debt Fund (f/k/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 9

9. AllianceBernstein Global Small Cap Fund (f/k/a Alliance Global Small Cap Fund)' °

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)"

* 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

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

Acquired by AllianceBernstein Bond Fund - AllianceBernstein Intermediate Bond Portfolio in November 2007 8 Now known as AllianceBemstein Focused Growth & Income Fund.

Merged with AllianceBernstein High Yield Fund and AllianceBernstein Bond Fund - AliianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008 10 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) 12

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

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

15. AllianceBernstein Real Estate Investment Fund (f/k/a Alliance Real Estate Investment Fund)' 5

16. AllianceBernstein Quasar Fund (f/k/a Alliance Quasar Fund) 16

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

18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund"

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

Merged with AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBernstein Emerging Market Debt Fund to form AllianceBernstein High Income Fund in January 2008 12 Now known as AllianceBernstein Small/Mid-Cap Growth Fund 13 Merged into AllianceBernstein International Research Growth Fund in July 2005 14 Now known as AllianceBernstein Large Cap Growth Fund 15 Now known as AllianceBernstein Global Real Estate Fund 16 Now known as AllianceBernstein Cap Fund - AllianceBernstein Small Cap Growth Portfolio 17 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 - 13 -


Exhibit 2


Requests for Exclusion

Name Date Received

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

5. 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, FMT CO 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 Kllener 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. Nibot 9/17/2010

34. Olga Sarmiento 9/17/2010

35. Stacia D. Petrou 9/17/2010

36. Juan Jose Mateos 9/20/2010

37. Marilyn L Preuss TTEE Corell Pourover Trust 9/20/2010

38. Clovis Dean Gentry 9/20/2010

39. Kenneth J. Annibale 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 TrEE 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 AllianceBemstein 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 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 AllianceBernstein 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, AllianceBernstein 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

Schaffran, 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) "AllianceBernstein Parties" means the AllianceBernstein Adviser Corporate

Defendants and the AllianceBernstein Individual Advisor Defendants;

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

issue set forth in the attached appendix;;

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

each of their respective Related Parties;

(h) "BAS" means Banc 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, et al., 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 Ira 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 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;

(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 AllianceBernatein 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 AllianceBernstein

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 AllianceBernstein 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

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

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

the occurrence of the Effective Date.

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

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

and discharges all Released AllianceBernstein 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:

5


(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 (1)

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.

n.


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:

WACHTELL, LIPTON, ROSEN & KATZ

By Stehen R. DiPruna Martin J.E. Arms 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000

Dated: 4/ 2 /1 2010

Attorneys for and on behalf of Bane of4merica Securities LLC, Bank of America Corporation, and Bank of America N.A.

7


GIBSON DUNN & CRUTCHER LLP

By: 1d9 t George A. Schieren Brian M. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000

Attorn eys for The Alliance Bernstein Parties

Dated: 7411-~ 2010 NJ


APPENDIX'



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

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

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

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

7. AllianceBernstein Disciplined Value Fund (f/Ida 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. AllianceBernstein Global Small Cap Fund (flkla 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 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.

Merged with AllianceBernstein High Yield Fund and AllianceBemstein 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.

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

Liquidated in February 2005.


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

11. AllianceBernstein High Yield Fund (f/ida Alliance High Yield Fund) 10

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

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

14. AllianceBernstein Premier Growth Fund (f)'kla Alliance Premier Growth Fund) 13

15. AJlianceBernstein Real Estate Investment Fund (f/Ida Alliance Real Estate Investment Fund)' 4

16. AllianceBernstein Quasar Fund (f7kla Alliance Quasar Fund) 15

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

18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund 17

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

Merged with AllianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBemstein 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.

Now known as AllianceBemstein Large Cap Growth Fund.

Now known as AllianceBernstein 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 AllianceBemstein Global Thematic Growth Fund.

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

10



RELEASE between BAS Parties and AffianceBernstein 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 HAS 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 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 AllianceBemstein Fund Parties agree as

follows:

DEFINITIONS

1. As used in this Release:

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

(b) "AllianceBemstein 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 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. Duell, 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 AllianceBernstein Registrant Parties,

the AllianceBemstein 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

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

Alliancel3ernstein Capital Management L.P. or any of its predecessors or past or present parents,

subsidiaries, or affiliated companies;

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

trusts associated with the AllianceBernstein 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) "AllianceBernstein Releasing Funds Trustees" means the AllianeeBernstein Fund

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


(k) "BAS" means Bane 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

United States District Court for the District of Maryland;

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

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

(r) "Fund Derivative Plaintiffs" means Ira 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

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;

(u) "Release" means this instrument;

(v) "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 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

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 AllianceBernstein Releasing Funds, or the aftermath of any of


(w) "Released AllianceBemstein 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

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

4


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 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 any of


(x) "Unknown Claims" means any and all BAS Released 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 AllianceBemstein 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 BAS Claims and Released AllianceBemstein Fund Claims, upon

the Effective Date (as defined below), the BAS Parties and AllianceBemstein 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:

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 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.

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 AllianceBemstein Fund 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 Releasing Funds, AllianceBernstein Releasing Funds Current

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

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

on


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

approval thereof), has become 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.

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.

7


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:

Dated: April 21, 2010

WACHTELL, LIPTON, ROSEN & 1(ATZ

By: (Jleo~' Stepfen R. DiPrirna Martin J.E. Arms Michael S. Winograd

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

Dated: 4,1212010

Attorneys for and on behalf of the BAS Parties (Bane ofAmerica Securities LLC, Bank ofAmerica Corporation, and Bank ofAmerica N.A.)

VENABLE

By: Dated:/i_.?Jt2(3 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 AllianceBernstein Registrant Parties

SULLIVAN & CROMWELL

By: Jh,uet- Bruce B. Clark

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

Dated: ?'/ , 2010

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

BINGHAM MCCUTCBEN 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 AilianceBernstein Releasing Funds and the AiianceBernstein Registrant Parties

SULLIVAN & CROMWELL

LIM

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 MCCUTCIIEN LLP

By: Frances S. Cohen

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

DatedJ4_1_2,20l0

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


APPENDIX'



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

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

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

6. AllianceBerustein 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. AllianceBernstein Emerging Market Debt Fund (ilk/a Alliance Emerging Market Debt Fund, Alliance Global Dollar Government Fund) 8

9. AlliauceBernstein 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 May 2002.

Now known as AllianceBemstein National Municipal Income Fund.

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 AllianceBernstein High Income Fund in January 2008.

6 Acquired by AllianceBernstein Bond Fund - Alliancel3ernstein Intermediate Bond Portfolio in November 2007.

Now known as AllianceBernstein Focused Growth & Income Fund.

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

Liquidated in February 2005.

10


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

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

12. AffianceBerustein Mid-Cap Growth Fund (Elk/a The Alliance Fund, Alliance Mid-Cap Growth Fund)"

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

14. AllianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) ' 3

15. AllianceBernstein Real Estate Investment Fund (f/Ida Alliance Real Estate Investment Fund)"

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

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

18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund 17

19. The AffiauceBernstein Portfolios - Al]ianceBernstein Growth Fund (f/Ida The Alliance Portfolios - Alliance Growth Fund)

Merged with AlllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio and AllianceBemstein 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.

Now known as AllianceBemstein Large Cap Growth Fund.

Now known as AllianceBernstein Global Real Estate Fund.

Now known as AllianceBemstein Cap Fund - AllianceBemstein Small Cap Growth Portfolio.

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

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

11

Documents

In Re Alliance, Franklin Templeton, Bank Of America ...securities.stanford.edu/filings-documents/1028/ACMHL03-01/2010106... · In Re Alliance, Franklin Templeton, Bank Of America,