Exhibit
10.3


 


Guidelines for Transfer
of Alliance Capital Management L.P. Units


 


No transfer of ownership of the
units of Alliance Capital Management L.P. (the private partnership) is
permitted without prior approval of Alliance Capital and AXA Equitable Life
Insurance Company (“AXA Equitable”).


 


Under the terms of the Transfer
Program, transfers of ownership will be considered once every calendar quarter.


 


To sell your Units to a third party:


•      You
must first identify the buyer for your Units. 
Alliance Capital can not maintain a list of prospective buyers nor will
Alliance Capital act as a buyer.


•      The
unitholder and the prospective buyer must submit a request for transfer of
ownership of the Units and obtain approval of Alliance Capital and AXA
Equitable for the transaction.


•      Documentation
required for consideration of approval includes:


•      Unit
Certificate(s)


•      Executed
“Stock” Power Form, with guaranteed signature


•      Letter
from Seller


•      Letter
from Purchaser


 


To have private Units
re-registered to your name if they have been left to you by a deceased party:


•      The
beneficiary must obtain approval of Alliance Capital and AXA Equitable for the
transfer of units.


•      Documentation
required for consideration of approval includes:


•      Unit
Certificate(s)


•      Executed
“Stock” Power Form, with guaranteed signature


•      Copy
of death certificate


•      Required
Inheritance Tax Waiver for applicable states


•      Additional
required documentation (which varies by state) should be verified with Alliance
Capital’s transfer agent.


 


To donate
the Units:


•      The
donor must obtain approval of Alliance Capital and AXA Equitable for the
transfer of units.


•      Documentation
required for consideration of approval includes:


•      Unit
Certificate(s)


•      Executed
“Stock” Power Form, with guaranteed signature


•      Letter
from Transferee


•      Additional
required documentation should be verified with Alliance Capital’s transfer
agent.


 


To re-register your
certificate to reflect a legal change of name or change in custodian:


•      The
unitholder must obtain approval of Alliance Capital and AXA Equitable for the
change of name/registration on the unit certificate.


•      Documentation
required for consideration of approval includes:


•      Unit
Certificate(s)


•      Executed
“Stock” Power Form, with guaranteed signature


•      Specific
instruction letter indicating the manner in which the new unit certificate
should be registered


•      Additional
required documentation should be verified with Alliance Capital’s transfer
agent.


 


Once Alliance
Capital and AXA Equitable approve the transfer request, Alliance Capital will
inform you of the approval and begin processing the transfer.


 


You
should not begin to prepare necessary documentation until you have contacted:


 


Legal—Transfer Program


Alliance Capital


1345 Avenue of the Americas


New York, NY 10105


Phone: (212) 969-1429


 





















 


Alliance Capital Management L.P.


 


Policy Regarding Partners’ Requests for Consent to


Transfer Limited Partnership Interests to Third Parties


Pursuant to the 2% Safe Harbor in Treasury Regulations Section 1.7704-1(j)


 


Any
transfer of a limited partnership interest in Alliance Capital Management L.P.
(“ACM”) requires the approval of ACM’s general partner (the “General Partner”)
and The Equitable Life Assurance Society of the United States (now known as AXA
Equitable Life Insurance Company, “ELAS”) pursuant to Article 12 of ACM’s
partnership agreement.  Summarized below
is the policy that the General Partner and ELAS will follow for considering
requests for consent to the transfer of ACM limited partnership interests to
third parties pursuant to the 2% safe harbor contained in Treasury Regulations Section 1.7704
1(j).  The General Partner and ELAS will
follow this policy so that they may treat those requests equitably while taking
into account the interests of ACM and all of its partners.


 


In
order to facilitate equitable access to the limited available capacity under
the 2% safe harbor, the General Partner and ELAS will, in general, consider
transfer requests from limited partners during the last month of each calendar
quarter.  All partners seeking to
transfer limited partnership interests should therefore submit their written
requests, as well as all supporting documentation that is either required by
the ACM partnership agreement or customarily required by transfer agents, to
ACM no later than the end of the second calendar month of each calendar quarter
in order to be considered in that calendar quarter.


 


The
General Partner and ELAS propose to allow transfers in each of the first three
calendar quarters of each calendar year not in excess of one-sixth of the
available capacity under the 2% safe harbor. 
In the fourth calendar quarter of each calendar year, the General
Partner and ELAS propose to allow transfers not exceeding the balance of the
available capacity under the 2% safe harbor. 
The available capacity for any calendar quarter will reflect all prior
transfers required to be taken into account under the applicable Treasury
Regulations.  If the total requested
transfers in any calendar quarter exceeds the available capacity for that
calendar quarter, transfers will be permitted on a first-come, first-serve
basis, based on the date on which the General Partner received each transfer
request.  Requests for transfers that are
not permitted in any calendar quarter will be “rolled over” to succeeding
quarters unless withdrawn by the requesting limited partner.


 


In
order to facilitate compliance with the federal securities laws, the General
Partner and ELAS expect that limited partners will be responsible for
identifying prospective transferees and negotiating and documenting the terms
of any proposed transfer.  ACM and its
affiliates do not maintain a list of interested purchasers nor will they
participate in maintaining a formal or informal market in ACM limited
partnership interests.


 


This
policy applies only to transfers by limited partners to third parties.  The General Partner and ELAS may from time to
time, as they in their sole discretion see fit, consent to transfers at times
or in amounts not in accordance with this policy, including transfers to ACM or
its affiliates.  Such transfers may have
the effect of reducing the maximum number of transfers available under this
policy.


 


The
General Partner and ELAS, in determining which transfers are permissible
pursuant to the 2% safe harbor, will interpret the applicable Treasury
Regulations strictly and conservatively so as to ensure that there is no risk
that ACM will be treated as a publicly traded partnership.  The General Partner and ELAS reserve the
right to refuse any transfer that they believe may require registration under
the federal securities laws.  The General
Partner and ELAS also reserve the right to refuse transfers to the extent that
they, in their sole discretion, determine that it is necessary to accommodate
other transfers or transactions that they deem to be in the best interests of
ACM and Alliance Capital Management Holding L.P.


 


The
General Partner and ELAS reserve the right to amend or withdraw this policy at
any time that they determine it is in the best interest of ACM to do so,
including if the number of transfer requests being received is sufficiently
small as not to warrant, in the judgment of the General Partner and ELAS, the
administrative burdens of continuing this policy.