Exhibit 10.09


    
      

    

    
      
        EXHIBIT
          10.09


      

      Guidelines
        for Transfer of AllianceBernstein L.P. Units 

      
        

      

      


      
        	
                No
                  transfer of ownership of the units of AllianceBernstein L.P. (the
                  private
                  partnership) is permitted without prior approval of AllianceBernstein
                  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:

              	 	
                To
                  donate the Units:

              
	
                q

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

                 

              	 	
                q 

              	
                The
                  donor must obtain approval of AllianceBernstein and AXA Equitable
                  for the
                  transfer of units.

              
	
                q

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

              	 	
                q 

              	
                Documentation
                  required for consideration of approval includes:

                - Unit
                  Certificate(s)

                - Executed
                  “Stock” Power Form, with guaranteed signature

                - Letter
                  from Transferee

                 

              
	
                q

              	
                Documentation
                  required for consideration of approval includes:

              	 	
                q 

              	
                Additional
                  required documentation should be verified with AllianceBernstein’s
                  transfer agent, Mellon Investor Services, LLC, at
                  866-737-9896.

              
	
                 

              	
                - 
                  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:

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

              
	
                q

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

                 

              	 	
                q 

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

              
	
                q

              	
                Documentation
                  required for consideration of approval includes:

              	 	
                q 

              	
                Documentation
                  required for consideration of approval includes:

              
	 	
                -
                   Unit
                  Certificate(s)

              	 	 	
                - Unit
                  Certificate(s)

              
	 	
                -
                   Executed
                  “Stock” Power Form, with guaranteed signature

              	 	 	
                - Executed
                  “Stock” Power Form, with guaranteed signature

              
	 	
                -
                   Copy
                  of death certificate

                -
                   Required
                  Inheritance Tax Waiver for applicable states

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

              
	 	
                 

              	 	 	 
	q	Additional
                required documentation (which varies by state) should be verified
                with
                Alliance Capital’s transfer agent, Mellon Investor Services, LLC, at
                866-737-9896	 	
                q

              	Additional
                required documentation should be verified with AllianceBernstein’s
                transfer agent, Mellon Investor Services, LLC, at
                866-737-9896.


      

      


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

      


      


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

       

      
        
          	 	
                  David
                    Lesser

                
	 	
                  Legal
                    and Compliance Department - Transfer Program

                
	 	
                  AllianceBernstein
                    L.P.

                
	 	
                  1345
                    Avenue of the Americas

                
	 	
                  New
                    York, NY 10105

                
	 	
                  Phone:
                    (212) 969-1429

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        AllianceBernstein
          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 AllianceBernstein L.P. (formerly
        known as Alliance Capital Management L.P., “AllianceBernstein”) requires the
        approval of AllianceBernstein’s general partner (the “General Partner”) and AXA
        Equitable Life Insurance Company (formerly known as The Equitable Life Assurance
        Society of the United States, “AXA Equitable”) pursuant to Article 12 of
        AllianceBernstein’s partnership agreement. Summarized below is the policy that
        the General Partner and AXA Equitable will follow for considering requests
        for
        consent to the transfer of AllianceBernstein 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 AXA Equitable will follow this
        policy so that they may treat those requests equitably while taking into
        account
        the interests of AllianceBernstein 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 AXA Equitable 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 AllianceBernstein partnership agreement or
        customarily required by transfer agents, to AllianceBernstein 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 AXA Equitable 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 AXA Equitable 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 AXA Equitable expect that limited partners will be responsible for
        identifying prospective transferees and negotiating and documenting the terms
        of
        any proposed transfer. AllianceBernstein and its affiliates do not maintain
        a
        list of interested purchasers nor will they participate in maintaining a
        formal
        or informal market in AllianceBernstein limited partnership
        interests.

      


      This
        policy applies only to transfers by limited partners to third parties. The
        General Partner and AXA Equitable 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 AllianceBernstein or
        its
        affiliates. Such transfers may have the effect of reducing the maximum number
        of
        transfers available under this policy.

      


      The
        General Partner and AXA Equitable, 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 AllianceBernstein will be treated as a publicly traded partnership.
        The General Partner and AXA Equitable reserve the right to refuse any transfer
        that they believe may require registration under the federal securities law.
        The
        General Partner and AXA Equitable 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 AllianceBernstein and AllianceBernstein Holding L.P.

      


      The
        General Partner and AXA Equitable reserve the right to amend or withdraw
        this
        policy at any time that they determine it is in the best interest of
        AllianceBernstein 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 AXA Equitable, the administrative burdens of continuing this
        policy.