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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.
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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.
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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
settlement only, the Court affirms its findings in the Preliminary Approval Order and hereby
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
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
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
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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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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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 20 of 115
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.;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 21 of 115
(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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 22 of 115
(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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 23 of 115
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 24 of 115
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:
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 25 of 115
(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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 26 of 115
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 27 of 115
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 28 of 115
APPENDIX'
1. Alliance International Fund
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.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 29 of 115
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
14. AllianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 13
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 31 of 115
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
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 AllianceBernstein Fund 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 Fund individual Defendants" means William H. Foulk, Jr.,
Ruth Block, David H. Dievler, John H. Dobkin, Clifford L. Michel, Donald J. Robinson, D.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 32 of 115
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
advised during any part of the period January 1, 1998 through December 31, 2003 by
AllianceBerustein 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 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 33 of 115
(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
United States District Court for the District of Maryland;
(q) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital
Management Holding, L.P., et al., Civil Action No. 2:03-CV-5087 (D. Md.);
(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
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,
3
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 34 of 115
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 AllianceBemstein Releasing Funds, or the aftermath of any of
those activities, during the period January 1, 1998 through December 31, 2003;
(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
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 35 of 115
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
those activities, during the period January 1, 1998 through December 31, 2003;
(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 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:
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.
5
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 36 of 115
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
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 (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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 37 of 115
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 38 of 115
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.
114 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
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 39 of 115
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 40 of 115
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
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 41 of 115
APPENDIX'
I. Alliance International Fund
2. Alliance National Municipal Income 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
Fund names in bold type indicate the names as of the end of the Class Period.
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.
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 - AllianceBemstein Intermediate Bond Portfolio in November 2007.
Now known as AllianceBernstein Focused Growth & Income Fund.
Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBemstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.
Liquidated in February 2005.
10
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 42 of 115
-
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
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.
" 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 44 of 115
RELEASE between Bear Stearns Parties and AllianceBernstein 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
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
during the late 1990s and/or early 2000s;
WHEREAS, the Bear Stearns Parties and the AllianceBemstein Parties have entered i
settlements with the plaintiffs in the Actions (as defined below), subject to court approval;
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
1. As used in this Release:
(a) "Actions" means the Class Action and the Fund Derivative Action;
(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
Global Investor Services, Inc.;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 45 of 115
(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
subsidiaries, or affiliated companies;
(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
issue set forth in the attached appendix;
(g) "AllianceBernstein Released Parties" means the AllianceBernstein Parties
each of their respective Related 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
under the caption Hindo, et 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 MDL-1 586 and, following the termination of MDL-1 586,
United States District Court for the District of Maryland;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 46 of 115
(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
insurers; and (c) the predecessors, successors, heirs and assigns of the foregoing;
(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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 47 of 115
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
those activities, during the period January 1, 1998 through December 31, 2003;
(s) "Released AllianceBernstein Claims" means any and all claims, rights, deinan
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 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
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 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
those activities, during the period January 1, 1998 through December 31, 2003;
(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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 48 of 115
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:
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 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
Released Parties, subject to the occurrence of the Effective Date.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 49 of 115
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
have been satisfied:
(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
effective pursuant to its terms.
MJSCELLANEOIJS PROVISIONS
5. This Release may not be changed orally.
6. Wherever the text hereof requires, the use of the singular number shall include
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
meant to have legal effect.
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 50 of 115
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
preparation of this Release.
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
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, electronic
scanned or facsimile counterparts. All executed counterparts and each of them shall be deer
to be one and the same instrument.
7
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 51 of 115
IN WITNESS WHEREOF, this Release has been executed by the undersigned
as of the dates set forth below, on behalf of each of the respective Parties set forth below:
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 52 of 115
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:
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By: Lewis J. Liman Neil P. Forrest
One Liberty Place New York, New York 10006 Telephone: (212) 225-2000
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
Attorneys for The Alliance Bernstein Parties
Dated:A..& (S,2010
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 53 of 115
APPENDIX'
1. Alliance International Fund
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?
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 AilianceBernstein 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 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 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.
Liquidated in February 2005.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 54 of 115
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
14. AllianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 13
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.
" Now known as AllianceBernstein Small/Mid-Cap Growth Fund.
12 Merged into AllianceBernstein International Research Growth Fund in July 2005.
13 Now known as AllianceBernstein Large Cap Growth Fund.
14 Now known as AllianceBernstein 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 AllianceBemstein Global Thematic Growth Fund.
17 Now known as AllianceBernstein Trust— AllianceBernstein Small/Mid Cap Value
10
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 56 of 115
RELEASE between Bear Stearns Parties and AllianceBernstein Releasing Mutual Funds
& Fund Trustees
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 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
1. As used in this Release:
(a) "Actions" refers collectively to 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, AllianeeBemstein Investment Research and Management, Inc., and Alliance
Global Investor Services, Inc.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 57 of 115
(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.
James Guzy, James M. Hester, Marshal C. Turner, Jr., Robert C. Alexander, Edmund P. Bergen,
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.
H. Henderson, Stig Host, Alan Stoga, Talc-Lung Tsim, Irwin Engelman, Peter W. Huber,
William Kristol, Thomas B. Stiles, and Rosalie J. Wolf;
(d) "AllianceBemstein Fund Parties" means the AllianeeBemstein 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
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;
(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
Parties and each of their respective Related Parties;
(Ii) "AllianceBernstein Releasing Funds" means the mutual funds or securities at
issue set forth in the attached appendix;
(i) "AllianceBernstein 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);
2
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 58 of 115
(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
under the caption Hindo, et al. v. Growth & Income Fund, et al., No. 03-cv-7765 (D. Md.);
(n) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;
(o) "Court" means MDL-1586 and, following the termination of MDL-1 586, the
United States District Court for the District of Maryland;
(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. Bums, Thomas C.
Bums, Jean Iezza, Pat Jezza, 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;
(r) "Parties" refers to the parties to this Release;
(s) "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
3
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 59 of 115
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;
(t) "Release" means this instrument;
(u) "Released Bear Stearns 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 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
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;
(v) "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 Bear Steams Released Parties, whether direct, derivative
4
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 60 of 115
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
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 AllianceBerustein Releasing Funds, or the aftermath of any of
those activities, during the period January 1, 1998 through December 31, 2003;
(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:
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.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 61 of 115
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.
3. Each of the AllianceBemstein Fund Parties, for good and valuable consideration
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.
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) 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
(b) The contemplated Stipulation and Agreement of Settlement between (i)
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 62 of 115
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 ann'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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 63 of 115
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
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,
scanned or facsimile counterparts. All executed counterparts and each of them shall be
to be one and the same instrument.
IN WITNESS WHEREOF, this Release has been executed by the undersigned
as of the dates set forth below, on behalf of each of the respective Parties set forth below:
CLEARY GOTTLIEB STEEN & HAMILTON LLP
Lewis J. Liman / Neil P. Forrest/
One Liberty Place New York, New York 10006 Telephone: (212) 225-2000
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 64 of 115
VENABLE LLP
Dated: '1tv't 4.-., 2010 G. Stewart Web
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 AilianceBernstein Registrant Parties
SULLIVAN & CROMWELL LU'
By: Ci Bruce E. Clark
125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000
Dated: ? ,2010
Attorneysfor and on behalf of the Alliancelternstein Releasing Funds Current and Past Trustees
BNGHAM MCCUTCHEN LLP
By: Frances S. Cohen
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Dated: __________,2010
Attarneysfor Irwin Engelman, Peter W. Huber, William-Xristol, Thomas B. Stiles, and Rosalie J. Wolf
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 65 of 115
VENABLE LLP
By: Dated: ,2010
G. Stewart Webb, Jr.
750 E. Pratt St., Suite 900 Baltimore, MD 21202 Telephone: 410-244-7400
Attorneysfor and on behalf of the AllianceBernstein Releasing Funds and the AiianceBernsteln Registrant Parties
SULLIVAN & CROMWELL LLP
By: Bruce E. 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 Fast Trustees
BINGHAM MCCUTCIIEN LLP
By: W&k
Frances S. Cohen
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Dated: Tiki2 /5•, 2010
Attorneys for Irwin Engelman, Peter W. Huber, William Kristol, Thomas B. Stiles, and Rosalie J. Wolf
9
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 66 of 115
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
Fund names in bold type indicate the names as of the end of the Class Period.
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.
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 AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.
Liquidated in February 2005.
10
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 67 of 115
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
14. AllianceBernstein Premier Growth Fund (f/k/a Alliance Premier Growth Fund) 13
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.
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 69 of 115
RELEASE between Canary Parties and AllianceBernstein 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
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)
during the late 1990s and/or early 2000s;
WHEREAS, the Canary Parties and the AllianceBernstein Parties have entered into
settlements with the plaintiffs in the Actions (as defined below), subject to court approval;
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
Actions and dismissal of the Actions;
NOW, THEREFORE, the Canary Parties and the AllianceBemstein Parties agree as
follows;
DEFINITIONS
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.;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 70 of 115
(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;
(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) "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;
(g) "AllianceBernstein Released Parties" means the AllianceBernstein Parties and
each of their respective Related Parties;
(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
United States District Court for the District of Maryland;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 71 of 115
(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,
Robert J. Saelens, Anthony Antoniello, Nancy Ann Antoniello, James W. Bums, Thomas C.
Bums, Jean lezza, Pat Jezza, 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;
(o) "Parties" refers to the parties to this Release;
(p) "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;
(a) "Release" means this instrument;
(r) "Released Canary 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 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 72 of 115
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,
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 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
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
those activities, during the period January 1, 1998 through December 31, 2003;
(t) "Unknown Claims" means any and all Released Canary Claims which the Canary
Parties do not know or suspect to exist in their favor at the time of the release of such claims, and
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 73 of 115
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.
3. Each of the AllianceBemstein Parties, for good and valuable consideration
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
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 74 of 115
(a) The contemplated Severed Agreement and Stipulation of Settlement
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
(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 fmal 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 o1 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.
6
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 75 of 115
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:
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 76 of 115
GIBSON DUNN & CRIJTCHER LLP
By: /George A. Schieren
BrianM. Lutz 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000
Attorneys for The Alliance Bernstein Parties
Dated: 1 ,2010
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 77 of 115
APPENDIX'
1. Alliance International Fund
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?
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 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.
Now known as AllianceBemstein Focused Growth & Income Fund.
Merged with AllianceBernstein High Yield Fund and AllianceBemstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.
Liquidated in February 2005.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 78 of 115
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.
" Now known as AllianceBernstein Small/Mid-Cap Growth Fund.
12 Merged into AllianceBernatein International Research Growth Fund in July 2005.
" Now known as AllianceBernstein Large Cap Growth Fund.
14 Now known as AllianceBernstein Global Real Estate Fund.
15 Now known as AllianceBernstein 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 AllianceBernstein Trust —AllianceBemstein Small/Mid Cap Value Fund.
10
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 80 of 115
RELEASE between the Canary Parties and AllianeeBernstein Releasing Mutual Funds
& Fund Trustees
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
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
defined below) during the late 1990s and/or early 2000s;
WHEREAS, the Canary Parties and the AllianceBernatein Fund Parties have entered into
settlements with the plaintiffs in the Actions (as defined below), subject to court approval;
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
Actions and dismissal of the Actions;
NOW, THEREFORE, the Canary Parties and the AllianceBernatein Fund Parties agree as
follows:
DEFINiTIONS
1. As used in this Release:
(a) "Actions" refers collectively to the Class Action and the Fund Derivative Action;
(b) "A]lianceBernstein 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.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 81 of 115
(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.
James Guzy, James M. Hester, Marshal C. Turner, Jr., Robert C. Alexander, Edmund P. Bergen,
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.
H. Henderson, Stig Host, Alan Stoga, Talc-Lung Tsim, Irwin Engelman, Peter W. Huber,
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
their capacities as such;
(e) "AluianceBernstein 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
AllianceBernatein Capital Management L.P. or any of its predecessors or past or present parents,
subsidiaries, or affiliated companies;
(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
Parties and each of their respective Related Parties;
(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
Trustees of the Releasing Funds during the period January 1, 1998 through the present,
including, without limitation, those Trustees listed in paragraph i(s);
2
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 82 of 115
(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
United States District Court for the District of Maryland;
(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
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;
(r) 'Parties" refers to the parties to this Release;
(a) "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 part and present
3
F,
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 83 of 115
parents, subsidiaries, affiliates, general partners, limited partners, officers, directors, trustees,
members, employees, agents, servants, attorneys, accountants, insurers, coinsurers and re-
insurers; and (c) the predecessors, successors, heirs and assigns of the foregoing;
(t) "Release" means this instrument;
(u) "Released Canary 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
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
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;
(v) "Released AliianccBernstein 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, ERESA, 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 Canary Released Parties, whether direct, derivative or
brought in any other capacity, whether known or unknown(including "Unknown Claims" as
4
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 84 of 115
defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the
AuianceBerustein 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 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
Parties do not know or suspect to exist in their favor at the time of the release of such claims, and
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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 85 of 115
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
Released Parties, subject to the occurrence of the Effective Date.
EFFECT1VNESS
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) 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
Trustees and AllianceBernstein Fund Individual Defendants and (ii) the Class Plaintiffs
(on behalf of themselves and the class) and Fund Derivative Plaintiffs, following issuance
6
a
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 86 of 115
V.
of Notice and final judicial approval (and the exhaustion of any rights to appeal the
approval thereof), has become effective pursuant to its terms.
MISCELLAOUS 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.
S. 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 87 of 115
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 br 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 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 88 of 115
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
SULLIVAN & CROMWELL LLP
By:
Dated: Jv 1,20l0 Bruce E. Clark
125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000
Attorn eys for and on behalf of the Allianceilernsteln Releasing Funds Current and Fast Trustees
fflNGITAM MCCIJTCIJEN LLP
By: Frances S. Cohen
Dated: ,2010
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Attorn eyefor Irwin Engelman, Peter W. Huber, William Kristol, Thomas B. Stiles, and Rosalie I. Wolf
9
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 89 of 115
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
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Dated: 3i4. 1.112010
Atlorn eyefor Irwin Engelman, Peter W. Haber, H'Wiam J(risto4 Thomas B. Stlle, and Rosalie!. Wo(
9
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 90 of 115
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?
Fund names in bold type indicate the names as of the end of the Class Period.
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.
Now known as AllianceBernstein Focused Growth & Income Fund.
Merged with AllianceBernstein High Yield Fund and AflianceBernstein Bond Fund - AllianceBernstein Corporate Bond Portfolio to become AllianceBernstein High Income Fund in January 2008.
Liquidated in February 2005.
10
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 91 of 115
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
19. The AllianceBernstein Portfolios - AllianceBernstein Growth Fund (f/k/a The Alliance Portfolios - Alliance Growth Fund)
'° 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 93 of 115
RELEASE between the Security Brokera2e Parties and AllianceBernstein 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
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
defined below) during the late 1990s and/or early 2000s;
WHEREAS, the Security Brokerage Parties and the AllianceBemstein Parties have
entered into settlements with the plaintiffs in the Actions (as defined below), subject to court
approval;
WHEREAS, the Security Brokerage Parties and the AllianceBernstcin 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 Security Brokerage Parties and the AllianceBemstein 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, AllianceBernstein Investment Research and Management, Inc., and Alliance
Global Investor Services, Inc.;
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 94 of 115
(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) "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
issue set forth in the attached appendix;
(g) "AllianceBernstein Released Parties" means the AllianceBernstein Parties and
each of their respective Related Parties;
(h) "Class Action" refers 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.);
(i) "Class Plaintiffs" means Philip L. Erickson and Nadine Geller;
(j) "Court" means MDL- 1586 and, following the termination of MDL- 1586, the
United States District Court for the District of Maryland;
(k) "Fund Derivative Action" means Felicia Bernstein v. Alliance Capital
Management Holding, L.P., et al., Civil Action No. 2:03-CV-5087 (D. Md.);
(1) "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
2
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 95 of 115
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, 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
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;
(o) "Release" means this instrument;
(p) "Released Security Brokerage 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
defined below), whether suspected or unsuspected, whether accrued or unaccrued, that the
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
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
3
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 96 of 115
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,
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 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
AllianceBemstein 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 those activities, during the period January 1, 1998 through December 31, 2003;
(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
each of their respective Related Parties;
(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,
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 97 of 115
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:
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 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.
3. Each of the AllianceBemstein Parties, for good and valuable consideration
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
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:
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 98 of 115
(a) The contemplated Severed Agreement and Stipulation of Settlement
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
(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.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 99 of 115
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.
7
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 100 of 115
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:
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
Attorneys for The Alliance Bernstein Parties
Dated: %.A,( ,2010
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 101 of 115
APPENDIX'
1. Alliance International Fund
2. Alliance National Municipal Income Fund
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
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 (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
Fund names in bold type indicate the names as of the end of the Class Period.
2 Acquired by AllianceBemstein 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.
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 AllianceBemstein 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.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 102 of 115
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
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 - 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.
12 Merged into AllianceBernstein International Research Growth Fund in July 2005.
Now known as AllianceBernstein Large Cap Growth Fund.
14 Now known as AllianceBernstein Global Real Estate 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 104 of 115
RELEASE between Security Brokerage Parties and AWaneeBernstein Releasing Mutual Funds
& Fund Trustees
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
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
defined below) during the late 1990s and/or early 2000s;
WHEREAS, the Security Brokerage 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 Security Brokerage Parties 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, THEREFORE, the Security Brokerage Parties and the AllianceBernstein Fund
Parties agree as follows:
DEFINITIONS
I. As used in this Release:
(a) "Actions" refers collectively to 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 Stales, AllianceBemstein Investment Research and Management, inc., and Alliance
Global Investor Services, Inc.
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 105 of 115
(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 Tshn, 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
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;
(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
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) "AllianceBernstein 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);
2
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 106 of 115
(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
United States District Court for the District of Maryland;
(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,
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;
(p) "Parties" refers to the parties to this Release;
(q) "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;
(r) "Release" means this instrument;
3
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 107 of 115
(s) "Released Security Brokerage 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
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
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;
(t) "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 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 108 of 115
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 those activities, during the period January 1, 1998 through December 31, 2003;
(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
each of their respective Related Parties;
(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:
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
5
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 109 of 115
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.
3. Each of the AllianceBemstein Fund Parties, for good and valuable consideration
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
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) 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
(b) The contemplated Stipulation and Agreement of Settlement between (i)
the AllianceBemstein 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
of Notice and final judicial approval (and the exhaustion of any rights to appeal the
approval thereof), has become effective pursuant to its terms.
6
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 110 of 115
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.
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.
7
I
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 111 of 115
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:
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)
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 112 of 115
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
SULLIVAN & CROMWELL LLP
By j3_,.., £ C(9_ Dated: 7 ,2010 Bruce B. Clark
125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000
Attorneys for and on behalf ofthe AllianceBernstein Releasing Funds Current and Past Trustees
BINGRAM MCCUTCREN LLP
Dated: ,2010 Frances S. Cohen
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Attorneys for Irwin Engelman, Peter W. Hither, William Kristo4 Thomas B. Stiles, and Rosalie J. Wolf
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 113 of 115
VENABLE LLP
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 Aiianceliernstein Releasing Funds and the AilianceBernsteln Registrant Forties
SULLIVAN & CROMWELL LLP
By: ,2010 Bruce B. Clark
125 Broad Street New York, New York 10004-2498 Telephone: 212-558-4000
Attorneys for and on behalf of tlteAllianceBernstein Releasing Funds Current and Past Trustees
BINGRAM MCCIJTCIIEN LLP
By: Dated: , 2010 Frances S. Cohen
One Federal Street Boston, MA 02110-1726 Telephone: 617-951-8872
Attorneys for Irwin Engelman, Peter W. Huber, William Krislol, Thomas B. Stiles, and Rosalie J Wolf
IQ
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 114 of 115
APPENDIX'
1. Alliance International Fund2
2. Alliance National Municipal Income Fund
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
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. 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
Fund names in bold type indicate the names as of the end of the Class Period.
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.
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.
Now known as AllianceBemstein 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
Case 1:04-md-15862-JFM Document 1365 Filed 10/22/10 Page 115 of 115
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
18. AllianceBernstein Trust - AllianceBernstein Small Cap Value Fund 17
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.
" Now known as AllianceBernstein Small/Mid-Cap Growth Fund.
' 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