Frequently Asked Questions (F.A.Q.)

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Background of the Settlement and Fair Fund

1. What are the settlements about?

The settlements resolve claims made by the SEC and the New York Attorney General. The claims concern market timing activity in ten mutual funds advised by Alliance between January 1, 2001 and September 30, 2003. To find out more about the settlements, please click on the links to the SEC Order and the NYAG Assurance of Discontinuance.

2. What is "market timing"?

Market timing is the frequent trading into and out of the same mutual fund to take advantage of natural inefficiencies in the pricing of the fund. Market timing can dilute the value of shares and/or disrupt the management of a fund’s portfolio. Market timing can harm long-term account holders.

3. What are the ten mutual funds at issue?

Current Fund Name	Previous Fund Name
Alliance Global Bond Fund	Alliance American Government Income (before February 1, 2006) North American Government Income Trust (before March 1, 2002)
Alliance Focused Growth and Income Fund	Alliance Disciplined Value Fund (before December 15, 2004)
Alliance Growth and Income Fund	Alliance Growth and Income Fund
US Research Growth	Alliance Growth Fund
High Income Fund	Alliance High Yield Fund
Small/Mid Cap Growth Fund	Alliance Mid-Cap Growth Fund Alliance Fund (before February 1, 2002)
Alliance Large Cap Growth Fund	Alliance Premier Growth Fund (before December 15,2004)
Alliance Small Cap Growth Portfolio	Alliance Small Cap Growth Fund Alliance Quasar Fund (before November 1, 2003)
Alliance Small/Mid Cap Value Fund	Alliance Small Cap Value Fund (before February 1, 2005)
Global Thematic Growth Fund	Alliance Technology Fund (before December 15, 2004)

4. What is the Alliance Fair Fund?

The SEC set up the Alliance Fair Fund. The Fund will compensate eligible account holders for losses due to market timing. Alliance paid $250 million into the Fund. Additional amounts from other sources were later added. The Alliance Fair Fund now totals approximately $321 million.   This total does not does not include any interest earned by the Fund’s assets, which also will be paid to eligible account holders.

The SEC required Alliance to appoint an Independent Distribution Consultant, also called to the IDC. The IDC developed a plan to distribute the Alliance Fair Fund. This plan is called the Plan of Distribution. The SEC approved the IDC's Plan in May 2008.

5. Who is the Independent Distribution Consultant?

Dr. Marshall Blume is the Independent Distribution Consultant. Dr. Blume is the Howard Butcher III Professor of Financial Management, Director of the Rodney L. White Center for Financial Research, and past Chairman of the Finance Department at the Wharton School, which is the business school of the University of Pennsylvania.

6. What are the “additional amounts from other sources” that were paid into the Alliance Fair Fund, as mentioned in FAQ #4?

On April 28, 2005, the SEC settled claims against three former Alliance officers. The SEC had alleged they were involved in market timing activity. These former officers each made payments into the Alliance Fair Fund. The total of their payments was approximately $850,000.

Also, on January 9, 2006, the SEC settled claims against Daniel Calugar and the broker-dealer he controlled, Security Brokerage, Inc.  At no time did Mr. Calugar work for Alliance.  The SEC claimed that Calugar and Security Brokerage, Inc. defrauded mutual fund investors, including Alliance Fund account holders.  From this settlement, $70.83 million was added to the Alliance Fair Fund.

Please click on the Helpful Documents link to read more about these settlements.

7. Why has this process taken so long?

The analysis underlying the Plan of Distribution was complex and detailed. Also, the SEC needed to carefully review the Plan before approving it.

Eligibility

8. Am I eligible to receive a payment from the Alliance Fair Fund?

You are eligible to receive a payment from the Alliance Fair Fund if the IDC concluded that, at any time between January 1, 2001 and September 30, 2003:

• You held shares in one or more of the ten Alliance mutual funds in which the market timers were active; and
• You were adversely affected by market timing in one or more of these funds; and
• You lost $10 or more in any single account.

The ten mutual funds are identified in the SEC Order and are listed in the response to FAQ #3. The Plan describes the criteria for determining whether an account holder has been adversely affected by market timing.

9. Will the accountholders who engaged in market timing receive payments from the Fund?

No. Pursuant to the Plan, these individuals are not eligible to receive payments.

10. Can 401(k) participants receive payments?

Retirement plans may be eligible to receive payments. It will be up to the administrator of each retirement plan to decide how to apply payments distributed to the administrator under the Plan.

11. Will SCB Fund investors receive payments?

No. The SCB Funds are not affected by the settlements. However, Bernstein private clients who owned one of the ten Alliance mutual funds identified in the SEC Order are eligible to receive payments if they otherwise meet the conditions of the Plan.

Distribution

12. Does the Plan of Distribution explain how payments are made? Can I get a copy of the Plan?

The Plan includes, among other things:

• An explanation of how payments to eligible recipients are calculated;
• The procedures for locating eligible recipients;
• The procedures for distributing payments to eligible recipients; and
• The procedures for resolving inquiries and disputes.

A copy of the Plan of Distribution is available on the SEC website.

13. Do I have to do anything to receive a payment?

No. Eligible recipients do not have to do anything in order to receive a payment from the Fund Administrator.

14. How much money will I receive?

Payments will vary. The entire Alliance Fair Fund of $321.68 million, is available for distribution to eligible recipients.

15. How are payments calculated?

Payment amounts will generally depend on:

• The balance of shares held in each of the ten Alliance mutual funds; and
• The degree and profitability of short-term or excessive trading activity by Timers (as defined in the settlements) during the period in which the eligible recipient held shares.

To learn more about the calculation and distribution of payments, please refer to the Final Plan of Distribution.

16. What if the loss to my account was very small? Is there a minimum loss amount?

Payment amounts will generally depend on:

The balance of shares held in each of the ten AllianceBernstein mutual funds; and The degree and profitability of short-term or excessive trading activity by Timers (as defined in the Plan) during the period in which the eligible recipient held shares.

17. When will eligible recipients receive their payments?

Distribution payments will begin in February 2009. Payments will continue for approximately 6 months thereafter.

18. How will payments be distributed?

Payments will be distributed in the form of a check mailed to the last known address of the eligible recipient.

19. Will there be any supervision of the distribution process?

The IDC will supervise each step of the distribution process, which will be implemented by the Fund Administrator and others assisting the IDC. Alliance will not handle the distribution of payments.

20. What happens to money that no one claims?

The IDC will determine when the distribution period has ended. At that time, any checks left uncashed will be cancelled. If necessary, a portion of the unclaimed amounts will be used to pay taxes, tax administrator fees, and correct errors and disputes. The remainder will be distributed to the ten Alliance funds. Distribution will be based on the proportion of aggregate excess profits by market timers accounted for by each fund.

21. Can CollegeBoundfund investors receive payments?

It is expected that the CollegeBoundfund trust will be eligible to receive a payment. State officials in Rhode Island, which sponsors the CollegeBoundfund program, will decide how to distribute any payment to individual CollegeBoundfund investors consistent with all legal requirements. AllianceBernstein will assist in this decision.

Other Questions

22. How will this payment affect my tax reporting?

Please click on the Statement to Eligible Investors link for tax information from the Alliance Fair Fund related to this payment. This information is not tax advice. As always, you should consult your financial advisor or tax professional for such advice.

23. Will Financial Advisors receiving checks in the distribution be given information about underlying client relationships?

Before the distribution, information will be provided to financial advisors about underlying accounts if that information is available to the Fund Administrator, the IDC, or Alliance.

24. What has Alliance done to protect long-term shareholders from market timing activity?

Alliance has made changes to improve the monitoring of trading activity in the Alliance mutual funds, in order to better prevent excessive or short-term trading. Alliance has also established specific transfer restriction policies and procedures. These policies are clearly stated in its prospectuses and are enforced.

25. What if I have an objection to my check amount?

Please contact the Administrator of the Alliance Fair Fund at (888) 222-8536 between the hours of 9:00 a.m. and 7:00 p.m. Eastern time, Monday – Friday and a representative will be available to send you a Dispute Form. You will need to fill out the dispute form completely and return it, along with the voided check, and the supporting documentation requested on the form, by the date indicated on the form. If your dispute is denied, the original check will be reissued.

26. What if something in these F.A.Q.s seems to disagree with the Plan of Distribution?

If there are any conflicts between the Plan of Distribution and the information in the F.A.Q.s, then the Plan of Distribution controls.

27. What should I do if I think I should have received a payment, but did not?

If you held your shares through a broker or another financial intermediary, you will need to contact that broker or financial intermediary. Neither the Plan nor the IDC is responsible for errors in information provided by brokers or other financial intermediaries.

If you did not receive a payment and did not receive a Notice of Ineligibility but believe you are an eligible recipient, you must contact the Administrator at 888-222-8536. You may need to fill out a Dispute Form and provide documentation supporting your eligibility.

If you received a Notice of Ineligibility but believe you are an eligible recipient, please contact the Securities and Exchange Commission at (888) SEC-6585.

28. Who can I contact if I disagree with the amount of my payment?

If you held your shares through a Broker or another financial intermediary, you will need to contact that Broker or financial intermediary. Neither the Plan nor the IDC is responsible for errors in information provided by third parties.

If you held your shares directly, according to the Plan’s dispute resolution procedure you may dispute your payment only if you believe that the payment was based upon an incorrect number of shares held.

If you have this kind of disagreement, you must contact the Administrator at 888-222-8536. You will need to fill out a Dispute Form and provide supporting documentation within 45 days of receiving your check. The IDC will resolve disputes in his sole discretion, and his decisions will be final.

If you held your shares through a Broker or another financial intermediary, you will need to contact that Broker or financial intermediary. Neither the Plan nor the IDC is responsible for errors in information provided by third parties.

29. How do I change the payee name on my check?

Please contact the Administrator of the Alliance Fair Fund at (888) 222-8536 between the hours of 9:00 a.m. and 7:00 p.m. Eastern time, Monday-Friday for specific directions on how to change the payee on the check. The Fund Administrator will need specific information about the reason for the change in order to give directions regarding the reissue process. The Fund Administrator will need to receive the voided check and supporting documentation verifying the payee change prior to the reissue.

FOR ALL OTHER QUESTIONS, please contact the Administrator of the Alliance Fair Fund at (888) 222-8536, Monday through Friday, 9:00 a.m. to 7:00 p.m., E.S.T.