EXHIBIT 13.1


The following is an excerpt from AllianceBernstein L.P.'s Annual Report on Form
10-K for the fiscal year ended December 31, 2010 (the "AllianceBernstein Annual
Report"). As used in Item 1A - Risk Factors below, the words "we" and "us" refer
collectively to AllianceBernstein L.P. and its subsidiaries, or their officers
and employees. Item references in the excerpt below refer to item numbers in the
AllianceBernstein Annual Report. Unless otherwise defined, capitalized terms
used in this Exhibit 13.1 are defined under "Explanatory Note" directly
following the excerpt.

Item 1A.   Risk Factors

Please read this section along with the description of our business in Item 1,
the competition section just above and AllianceBernstein's financial information
contained in Items 6, 7 and 8. The majority of the risk factors discussed below
directly affect AllianceBernstein. These risk factors also affect Holding
because Holding's principal source of income and cash flow is attributable to
its investment in AllianceBernstein. See also "Cautions Regarding
Forward-Looking Statements" in Item 7.

POOR INVESTMENT PERFORMANCE MAY LEAD TO LOSS OF CLIENTS AND A DECLINE IN AUM AND
REVENUES.

Our ability to achieve investment returns for clients that meet or exceed
investment returns for comparable asset classes and competing investment
services is a key consideration when clients decide to keep their assets with us
or invest additional assets, and when a prospective client is deciding whether
to invest with us. Our inability to meet or exceed relevant investment
benchmarks could result in clients withdrawing assets and in prospective clients
choosing to invest with competitors. The resulting lower AUM levels could lead
to lower investment management fees, including minimal or no performance-based
fees, which could result in a decline in our revenues.

Throughout 2008, and in particular during the fourth quarter, we underperformed
benchmarks in virtually all of our services, in some cases by substantial
amounts. Although in 2009 we experienced generally very good performance across
our services, in 2010, poor performance in the second quarter, when volatility
and market correlations were at their highest, impacted full-year performance.
As a result, many of our equity services underperformed their benchmarks for the
full year. Accordingly, we failed to meet client expectations, which contributed
to net outflows across each of our three buy-side distribution channels in 2010,
particularly in our Institutions channel.

We believe that our net outflows should improve in 2011. However, this positive
development will depend on a number of factors, including our ability to deliver
consistent, competitive investment performance, which cannot be assured,
conditions of the financial markets, consultant recommendations, and changes in
our clients' investment preferences, risk tolerances and liquidity needs.
Substantial net outflows for an extended period may have a significantly adverse
effect on our results of operations and business prospects.

CHANGES IN FINANCIAL MARKET LEVELS HAVE A DIRECT AND SIGNIFICANT IMPACT ON OUR
AUM; A SIGNIFICANT REDUCTION IN AUM HAS A MATERIAL ADVERSE EFFECT ON OUR RESULTS
OF OPERATIONS AND BUSINESS PROSPECTS.

Performance of financial markets (both domestic and international), global
economic conditions, industry trends, interest rates, inflation rates, tax
regulation changes and other factors that are difficult to predict affect the
mix, market value and level of our AUM. Investment advisory and services fees,
the largest component of our revenues, are generally calculated as a percentage
of the value of AUM and vary with the type of account managed. Accordingly, fee
income generally increases or decreases as assets under management increase or
decrease and is affected by market appreciation or depreciation, inflow of new
client assets (including purchases of mutual fund shares) and outflow of client
assets (including redemption of mutual fund shares). In addition, changing
market conditions and investment trends, particularly with respect to retirement
savings, may reduce interest in certain of our investment products and may
result in a reduction in AUM.

Significant weakness and volatility in global credit markets, particularly the
rapid deterioration of the mortgage markets in the United States and Europe,
during the second half of 2007 and early in 2008 was followed by global economic
turmoil during the second half of 2008 and early in 2009. These conditions had a
significant adverse affect

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on our 2009 and 2008 results of operations. Heightened volatility and risk
aversion, particularly in the second quarter of 2010, combined to drive market
correlations to levels experienced during the depths of the financial crisis. In
this environment, with stocks rising and falling almost in unison in response to
various macro-economic concerns (e.g., the possibility of deflation, a
"double-dip" recession and debt-related troubles in some European nations) and
not based on their fundamentals, our stock-selection discipline went largely
unrewarded. When the markets settled and correlations declined in the third and
particularly the fourth quarter of 2010, the performance of our equity services
relative to both benchmarks and peer averages recovered well. However, poor
performance in the second quarter, when volatility and correlations were at
their highest, impacted full-year performance. As a result, many of our equity
services underperformed their benchmarks for the full year.

Although global markets improved during the second half of 2010 and the first
several weeks of 2011, there can be no assurance that such improvement will
continue or that market conditions will not deteriorate again, which could have
a significant adverse effect on our results of operations and business
prospects.

PROLONGED WEAKNESS IN ASSET VALUES MAY RESULT IN IMPAIRMENT OF GOODWILL,
INTANGIBLE ASSETS AND THE DEFERRED SALES COMMISSION ASSET.

If market conditions deteriorate significantly and securities valuations are
depressed for prolonged periods of time (factors that are beyond our control),
our AUM, revenues, profitability and unit price may be adversely affected. As a
result, goodwill, intangible assets and/or the deferred sales commission asset
may become impaired. The occurrence of an impairment would require a material
charge to our earnings. For additional information about our impairment testing,
see Item 7.

OUR BUSINESS IS DEPENDENT ON INVESTMENT ADVISORY, SELLING AND DISTRIBUTION
AGREEMENTS THAT ARE SUBJECT TO TERMINATION OR NON-RENEWAL ON SHORT NOTICE.

We derive most of our revenues pursuant to written investment management
agreements (or other arrangements) with institutional investors, mutual funds
and private clients, and selling and distribution agreements between
AllianceBernstein Investments and financial intermediaries that distribute
AllianceBernstein Funds. Generally, the investment management agreements (and
other arrangements) are terminable at any time or upon relatively short notice
by either party. The selling and distribution agreements are terminable by
either party upon notice (generally 30 days) and do not obligate the financial
intermediary to sell any specific amount of fund shares. In addition, investors
in AllianceBernstein Funds can redeem their investments without notice. Any
termination of, or failure to renew, a significant number of these agreements,
or a significant increase in redemption rates, could have a material adverse
effect on our results of operations and business prospects.

Furthermore, the investment management agreements pursuant to which we manage
the U.S. Funds must be renewed and approved by the Funds' boards of directors
annually. A significant majority of the directors are independent. Consequently,
there can be no assurance that the board of directors of each fund will approve
the fund's investment management agreement each year, or will not condition its
approval on revised terms that may be adverse to us.

OUR ABILITY TO ESTABLISH NEW CLIENT RELATIONSHIPS AND MAINTAIN EXISTING ONES IS
PARTLY DEPENDENT ON OUR RELATIONSHIPS WITH VARIOUS FINANCIAL INTERMEDIARIES AND
CONSULTANTS THAT ARE NOT OBLIGATED TO CONTINUE TO WORK WITH US.

Our ability to market our Retail Products and Services, sub-advisory services
and certain other investment services is partly dependent on our access to
securities firms, brokers, banks and other intermediaries. These intermediaries
generally offer their clients investment products that compete with our
products. In addition, certain institutional investors rely on consultants to
advise them on choosing an investment adviser, and our Institutional Services
are not always considered among the best choices by consultants. Also, our
Private Client Services group relies on referrals from financial planners,
registered investment advisers and other professionals. We cannot be certain
that we will continue to have access to, or receive referrals from, these third
parties. Loss of such access or referrals could have a material adverse effect
on our results of operations and business prospects. For example, a number of
investment consultants have advised their clients to move their assets away from
us to other investment advisers, which has contributed to significant net
outflows. This trend may continue.

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WE MAY BE UNABLE TO CONTINUE TO ATTRACT AND RETAIN KEY PERSONNEL.

Our business depends on our ability to attract, retain and motivate highly
skilled, and often highly specialized, technical, managerial and executive
personnel; there is no assurance that we will be able to do so.

The market for qualified research analysts, portfolio managers, financial
advisers, traders and other professionals is extremely competitive and is
characterized by frequent movement of these investment professionals among
different firms. In 2010, some of our senior professionals left the firm;
additional departures may occur. Portfolio managers and financial advisers often
maintain strong, personal relationships with their clients so their departure
could cause us to lose client accounts, which could have a material adverse
effect on our results of operations and business prospects.

WE MAY ENTER INTO MORE PERFORMANCE-BASED FEE ARRANGEMENTS WITH OUR CLIENTS IN
THE FUTURE, WHICH COULD CAUSE GREATER FLUCTUATIONS IN OUR REVENUES.

We sometimes charge our clients performance-based fees. In these situations, we
charge a base advisory fee and are eligible to earn an additional
performance-based fee or incentive allocation that is calculated as either a
percentage of absolute investment results or a percentage of investment results
in excess of a stated benchmark over a specified period of time. In addition,
some performance-based fees include a high-watermark provision, which generally
provides that if a client account underperforms relative to its performance
target (whether absolute or relative to a specified benchmark), it must gain
back such underperformance before we can collect future performance-based fees.
Therefore, if we fail to achieve the performance target for a particular period,
we will not earn a performance-based fee for that period and, for accounts with
a high-watermark provision, our ability to earn future performance-based fees
will be impaired. We are eligible to earn performance-based fees on
approximately 12% of the assets we manage for institutional clients and
approximately 3% of the assets we manage for private clients (in total,
approximately 8% of our company-wide AUM). If the percentage of our AUM subject
to performance-based fees grows, seasonality and volatility of revenue and
earnings are likely to become more significant. Our performance-based fees in
2010, 2009 and 2008 were $20.5 million, $29.8 million and $13.4 million,
respectively.

Approximately 73% of our hedge fund AUM is subject to high-watermarks, and we
ended the fourth quarter of 2010 with approximately 84% of this AUM below
high-watermarks by 10% or more. This will make it very difficult for us to earn
performance-based fees on these hedge funds in 2011.

IF WE ARE UNABLE TO MAINTAIN OUR FEE LEVELS, OR IF OUR MIX OF AUM CHANGES, OUR
RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED.

A shift from active equity services towards fixed income services and passive
services may result in a corresponding decline in revenues and income because we
generally earn higher fees from assets invested in our active equity services
than in our fixed income services or passive services. A shift from global and
international services to U.S. services may have a similar effect. The global
economic turmoil experienced during the second half of 2008, early in 2009 and
again during the second quarter of 2010 caused some investors to shift their
investment preferences from active equities to fixed income, passive and money
market products (some of which we do not offer), and this trend may continue or
accelerate.

In addition, we may be required to reduce our fee levels, or restructure the
fees we charge, because of, among other things, regulatory initiatives (whether
industry-wide or specifically targeted), court decisions and competitive
considerations. A reduction in fees will reduce our revenues. A reduction in
revenues, without a commensurate reduction in expenses, will adversely affect
our results of operations.

WE MAY ENGAGE IN STRATEGIC TRANSACTIONS THAT COULD POSE RISKS.

As part of our business strategy, we consider potential strategic transactions,
including acquisitions, dispositions, consolidations, joint ventures and similar
transactions, some of which may be material. These transactions, if undertaken,
may involve a number of risks and present financial, managerial and operational
challenges, including:

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    o  adverse effects on our earnings if acquired intangible assets or goodwill
       become impaired;

    o  existence of unknown liabilities or contingencies that arise after
       closing; and

    o  potential disputes with counterparties.

Acquisitions also pose the risk that any business we acquire may lose customers
or employees or could underperform relative to expectations. Additionally, the
acquisition of investment personnel (such as the alternative investments group
we acquired in October 2010) poses the risk that we may lose the AUM we expected
to manage, which could adversely affect our results of operations. Furthermore,
strategic transactions may require us to increase our leverage or, if we issue
AllianceBernstein Units or Holding Units to fund an acquisition, dilute the
holdings of our existing Unitholders.

BECAUSE MANY OF OUR SUBSIDIARY OPERATIONS ARE LOCATED OUTSIDE OF THE UNITED
STATES AND HAVE FUNCTIONAL CURRENCIES OTHER THAN THE U.S. DOLLAR, CHANGES IN
EXCHANGE RATES TO THE U.S. DOLLAR AFFECT OUR REPORTED FINANCIAL RESULTS FROM ONE
PERIOD TO THE NEXT.

Although significant portions of our net revenues and expenses, as well as our
AUM, are presently derived from the United States, we have subsidiaries outside
of the United States with functional currencies other than the U.S. dollar. As a
result, fluctuations in exchange rates to the U.S. dollar affect our reported
financial results from one period to the next. We may not be successful in our
efforts to hedge our exposure to such fluctuations, which could have a negative
effect on our reported financial results.

THE INDIVIDUALS, COUNTERPARTIES OR ISSUERS ON WHICH WE RELY IN THE COURSE OF
PERFORMING SERVICES FOR US OR OUR CLIENTS MAY BE UNABLE OR UNWILLING TO HONOR
THEIR CONTRACTUAL OBLIGATIONS TO US.

We rely on various third party counterparties and other vendors to fulfill their
obligations to us, whether specified by contract, course of dealing or
otherwise. Default rates, downgrades and disputes with counterparties as to the
valuation of collateral increase significantly in times of market stress.
Furthermore, disruptions in the financial markets and other economic challenges,
like those presented by the global financial turmoil in 2008 and early 2009, may
cause our counterparties and other vendors to experience significant cash flow
problems or even render them insolvent, which may expose us to significant
costs.

MAINTAINING ADEQUATE LIQUIDITY FOR OUR GENERAL BUSINESS NEEDS DEPENDS UPON
CERTAIN FACTORS, INCLUDING OPERATING CASH FLOWS AND OUR ACCESS TO CREDIT ON
REASONABLE TERMS.

Our financial condition is dependent on our cash flow from operations, which is
subject to the performance of the capital markets, our ability to maintain and
grow client assets under management and other factors beyond our control. Our
ability to issue public or private debt on reasonable terms may be limited by
adverse market conditions, our profitability, our creditworthiness as perceived
by lenders and changes in government regulations, including tax rates and
interest rates. Furthermore, our access to bank credit or the debt markets
depends significantly on our credit ratings. A downgrade to our credit ratings
could increase our borrowing costs and limit our access to the capital markets.
If we are unable to obtain funds and/or financing, we may be forced to incur
unanticipated costs or revise our strategic plans, which could have a material
adverse effect on our financial condition, results of operations and business
prospects.

UNPREDICTABLE EVENTS, INCLUDING NATURAL DISASTER, DANGEROUS WEATHER CONDITIONS,
TECHNOLOGY FAILURE, TERRORIST ATTACK AND POLITICAL UNREST, MAY ADVERSELY AFFECT
OUR ABILITY TO CONDUCT BUSINESS.

War, terrorist attack, political unrest in the Middle East, the Pacific Rim and
elsewhere, power failure, natural disaster and rapid spread of serious disease
could interrupt our operations by:

    o  causing disruptions in U.S. or global economic conditions, thereby
       decreasing investor confidence and making investment products generally
       less attractive;

    o  inflicting loss of life;

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    o  triggering massive technology failures or delays; and

    o  requiring substantial capital expenditures and operating expenses to
       remediate damage and restore operations.

Our operations require experienced, professional staff. Loss of a substantial
number of such persons or an inability to provide properly equipped places for
them to work may, by disrupting our operations, adversely affect our financial
condition, results of operations and business prospects.

WE DEPEND ON VARIOUS SYSTEMS AND TECHNOLOGIES FOR OUR BUSINESS TO FUNCTION
PROPERLY AND TO SAFEGUARD CONFIDENTIAL INFORMATION.

We utilize software and related technologies throughout our business, including
both proprietary systems and those provided by outside vendors. Although we have
established and tested business continuity plans, we may experience system
delays and interruptions and it is not possible to predict with certainty all of
the adverse effects that could result from our failure, or the failure of a
third party, to efficiently address and resolve these problems. These adverse
effects could include the inability to perform critical business functions or
failure to comply with financial reporting and other regulatory requirements,
which could lead to loss of client confidence, harm to our reputation, exposure
to disciplinary action and liability to our clients. Accordingly, potential
system failures and the cost necessary to correct those failures could have a
material adverse effect on our results of operations and business prospects.

In addition, we could be subject to losses if we fail to properly safeguard
sensitive and confidential information. As part of our normal operations, we
maintain and transmit confidential information about our clients as well as
proprietary information relating to our business operations. Our systems could
be damaged by unauthorized users or corrupted by computer viruses or other
malicious software code, or authorized persons could inadvertently or
intentionally release confidential or proprietary information. Such disclosure
could, among other things, allow competitors access to our proprietary business
information and require significant time and expense to investigate and
remediate the breach.

THE QUANTITATIVE MODELS WE USE IN CERTAIN OF OUR INVESTMENT SERVICES MAY CONTAIN
ERRORS, RESULTING IN IMPRECISE RISK ASSESSMENTS AND UNINTENDED OUTPUT.

We use quantitative models in a variety of our investment services, generally in
combination with fundamental research. Our quantitative models are validated by
senior quantitative professionals. In 2010, we formed our Model Risk Working
Group, the purpose of which is to formalize and oversee a quantitative model
governance framework, including minimum validation standards. However, due to
the complexity of such models, it is possible that errors in the models could
exist and our controls could fail to detect such errors. Failure to detect
errors could result in client losses and damage to our reputation.

OUR OWN OPERATIONAL FAILURES OR THOSE OF THIRD PARTIES WE RELY ON, INCLUDING
FAILURES ARISING OUT OF HUMAN ERROR, COULD DISRUPT OUR BUSINESS, DAMAGE OUR
REPUTATION AND REDUCE OUR REVENUES.

Weaknesses or failures in our internal processes or systems could lead to
disruption of our operations, liability to clients, exposure to disciplinary
action or harm to our reputation. Our business is highly dependent on our
ability to process, on a daily basis, large numbers of transactions, many of
which are highly complex, across numerous and diverse markets. These
transactions generally must comply with investment guidelines, as well as
stringent legal and regulatory standards.

Despite the contingency plans and facilities we have in place, our ability to
conduct business may be adversely affected by a disruption in the infrastructure
that supports our operations and the communities in which they are located. This
may include a disruption involving electrical, communications, transportation or
other services we may use or third parties with which we conduct business. If a
disruption occurs in one location and our employees in that location are unable
to occupy our offices or communicate with or travel to other locations, our
ability to conduct business with and on behalf of our clients may suffer, and we
may not be able to successfully implement


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contingency plans that depend on communication or travel.

Our obligations to clients require us to exercise skill, care and prudence in
performing our services. Despite our employees being highly trained and skilled,
the large number of transactions we process makes it highly likely that errors
will occasionally occur. Should we make a mistake in performing our services
that costs a client money, we have a duty to act promptly to put the client in
the position the client would have been in had we not made the error. The
occurrence of mistakes, particularly significant ones, can have a material
adverse effect on our reputation, results of operations and business prospects.

WE MAY NOT ACCURATELY VALUE THE SECURITIES WE HOLD ON BEHALF OF OUR
DISCRETIONARY CLIENTS OR OUR COMPANY INVESTMENTS.

In accordance with applicable regulatory requirements, our obligations under
investment management agreements with our clients and, if the client is a U.S.
Fund, the approval and direction of the U.S. Fund's board of directors or
trustees, we employ procedures for the pricing and valuation of securities and
other positions held in client accounts or for company investments. We have
established a Valuation Committee, composed of senior officers and employees,
which oversees pricing controls and valuation processes. Where market quotations
for a security are not readily available, the Valuation Committee determines a
fair value for the security.

Extraordinary volatility in financial markets, significant liquidity constraints
or our not adequately accounting for one or more factors when fair valuing a
security based on information with limited market observability could result in
our failing to properly value securities we hold for our clients or investments
accounted for on our balance sheet. Improper valuation would likely result in
our basing fee calculations on inaccurate AUM figures, our striking incorrect
net asset values for company-sponsored mutual funds, hedge funds or, in the case
of company investments, our inaccurately calculating and reporting our financial
condition and operating results. Although the overall percentage of our AUM that
we fair value based on information with limited market observability is not
significant, inaccurate fair value determinations can harm our clients, create
regulatory issues and negatively affect our reputation.

WE MAY NOT HAVE SUFFICIENT INFORMATION TO CONFIRM OR REVIEW THE ACCURACY OF
VALUATIONS PROVIDED TO US BY UNDERLYING EXTERNAL MANAGERS FOR THE FUNDS IN WHICH
CERTAIN OF OUR ALTERNATIVE INVESTMENT PRODUCTS INVEST.

Certain of our alternative investment products invest in funds managed by
external managers ("EXTERNAL MANAGERS") rather than investing directly in
securities and other instruments. As a result, our abilities will be limited to
(i) monitor such investments, (ii) regularly obtain complete, accurate and
current information with respect to such investments and (iii) exercise control
over such investments. Accordingly, we may not have sufficient information to
confirm or review the accuracy of valuations provided to us by External
Managers. In addition, we will be required to rely on External Managers'
compliance with any applicable investment guidelines and restrictions. Any
failure of an External Manager to operate within such guidelines or to provide
accurate information with respect to the investment, could subject our
alternative investment products to losses and cause damage to our reputation.

OUR BUSINESS IS BASED ON THE TRUST AND CONFIDENCE OF OUR CLIENTS; ANY DAMAGE TO
THAT TRUST AND CONFIDENCE CAN CAUSE AUM TO DECLINE.

We are dedicated to earning and maintaining the trust and confidence of our
clients; the good reputation created thereby is essential to our business.
Damage to our reputation could substantially impair our ability to maintain or
grow our business.

Our substantial underperformance in virtually all of our investment services
during 2008 and in our largest equity investment services during the second
quarter of 2010 injured our reputation among many clients, prospects and
consultants. We are focused on improving the investment performance we deliver
in 2011 and, in so doing, rebuilding our reputation. Failure in this endeavor,
however, could have a material adverse effect on our reputation, results of
operations and business prospects.

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WE MAY NOT ALWAYS SUCCESSFULLY MANAGE ACTUAL AND POTENTIAL CONFLICTS OF INTEREST
THAT ARISE IN OUR BUSINESS.

Our reputation is one of our most important assets. As our business and client
base expands, we increasingly must manage actual and potential conflicts of
interest, including situations where our services to a particular client
conflict, or are perceived to conflict, with the interests of another client, as
well as situations where certain of our employees have access to material
non-public information that may not be shared with all employees of our firm.
Failure to adequately address potential conflicts of interest could adversely
affect our reputation, results of operations and business prospects.

We have procedures and controls that are designed to address and manage
conflicts of interest, including those designed to prevent the improper sharing
of information. However, appropriately managing conflicts of interest is complex
and difficult, and our reputation could be damaged and the willingness of
clients to enter into transactions in which such a conflict might arise may be
affected if we fail, or appear to fail, to deal appropriately with conflicts of
interest. In addition, potential or perceived conflicts could give rise to
litigation or regulatory enforcement actions.

RATES WE CHARGE FOR BROKERAGE TRANSACTIONS HAVE DECLINED SIGNIFICANTLY IN RECENT
YEARS, AND WE EXPECT THOSE DECLINES TO CONTINUE. IN ADDITION, TURMOIL IN GLOBAL
CAPITAL MARKETS AND ECONOMIES MAY REDUCE MARKET VOLUMES. COMBINED, THESE TWO
FACTORS MAY ADVERSELY AFFECT BERNSTEIN RESEARCH SERVICES REVENUE.

Electronic, or "low-touch", trading approaches represent a growing percentage of
buy-side trading activity and produce transaction fees for execution-only
services that are a small fraction of traditional full service fee rates. As a
result, blended pricing for the industry and SCB has declined in recent years.
In addition, fee rates charged by SCB and other brokers for traditional
brokerage services have also historically experienced price pressure, and we
expect these trends to continue. While increases in transaction volume and
market share have in the past often offset decreases in rates, this may not
continue. Recent economic and market turmoil has severely impacted much of SCB's
client base, which in the near-term may adversely affect transaction volume
generally.

DESPITE OUR EFFORTS TO MANAGE EXPOSURES FROM PRINCIPAL POSITIONS TAKEN BY OUR
SELL-SIDE BUSINESS, THESE POSITIONS ARE SUBJECT TO MARKET RISK.

Our sell-side business may use the firm's capital to facilitate customer
transactions, primarily relating to our trading activities in listed options.
The resulting principal positions are exposed to market risk. We seek to manage
this risk both by engaging in transactions designed to hedge the market risk and
by maintaining a risk platform that includes the measurement and monitoring of
financial exposures and operational processes. Our ability to manage this risk
may be limited, however, by adverse changes in the liquidity of the security or
the hedging instrument and in the correlation of price movements between the
security and the hedging instrument. Similarly, the risk monitoring and risk
mitigation techniques we employ and the related judgments we make cannot
anticipate every possible economic and financial circumstance and outcome.
Consequently, we may incur losses, which would require us to increase our
regulatory capital and could adversely affect our results of operations.

OUR INSURANCE POLICIES MAY BE INSUFFICIENT TO PROTECT US AGAINST LARGE LOSSES.

We can make no assurance that a claim or claims will be covered by our insurance
policies or, if covered, will not exceed the limits of available insurance
coverage, or that our insurers will remain solvent and meet their obligations.

OUR BUSINESS IS SUBJECT TO PERVASIVE GLOBAL REGULATION, THE COMPLIANCE WITH
WHICH COULD INVOLVE SUBSTANTIAL EXPENDITURES OF TIME AND MONEY, AND THE
VIOLATION OF WHICH MAY RESULT IN MATERIAL ADVERSE CONSEQUENCES.

Virtually all aspects of our business are subject to federal and state laws and
regulations, rules of securities regulators and exchanges, and laws in the
foreign countries in which our subsidiaries conduct business. If we violate
these laws or regulations, we could be subject to civil liability, criminal
liability or sanction, including revocation of our and our subsidiaries'
registrations as investment advisers or broker-dealers, revocation of the
licenses of our employees, censures, fines, or temporary suspension or permanent
bar from conducting business. Any such liability or sanction could have a
material adverse effect on our financial condition, results of operations, and
business prospects. A regulatory proceeding, even if it does not result in a
finding of wrongdoing or sanction, could require

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substantial expenditures of time and money.

These laws and regulations generally grant supervisory agencies and bodies broad
administrative powers, including, in some cases, the power to limit or restrict
doing business for failure to comply with such laws and regulations. Moreover,
regulators in non-U.S. jurisdictions could change their policies or laws in a
manner that might restrict or otherwise impede our ability to market,
distribute, or register investment products in their respective markets. These
local requirements could increase the expenses we incur in a specific
jurisdiction without any corresponding increase in revenues from operating in
the jurisdiction.

REGULATION OF THE FINANCIAL SERVICES INDUSTRY IS EVOLVING.

As an investment firm, we are subject to financial services laws, regulations,
corporate governance requirements, administrative actions and policies in each
location in which we operate. In 2009 and 2010, as many emergency government
programs slowed or wound down, global regulatory and legislative focus generally
moved to a second phase of broader reform and a restructuring of financial
institution regulation. While the final nature, scope and extent of this second
phase of initiatives are still evolving, many of the principal jurisdictions
where we conduct business have considered or enacted major, and in some cases
transformational, changes to the way financial institutions are regulated. In
the United States, Congress has enacted the Dodd-Frank Wall Street Reform and
Consumer Protection Act ("DODD-FRANK ACT"), which fundamentally changes the U.S.
financial regulatory landscape. The full scope of the regulatory changes imposed
by the Dodd-Frank Act will only be determined once extensive rules and
regulations have been proposed and become effective, which may result in
significant changes in the manner in which our operations are regulated.

CHANGES TO THE RULES GOVERNING RULE 12B-1 FEES MAY AFFECT THE REVENUES WE DERIVE
FROM OUR RETAIL SERVICES.

In July 2010, the SEC proposed a new rule and rule amendments that would alter
Rule 12b-1 Fees. The new rule and amendments would continue to allow funds to
bear promotional costs within certain limits and would also preserve the ability
of funds to provide investors with alternatives for paying sales charges (e.g.,
at the time of purchase, at the time of redemption or through a continuing fee
charged to fund assets). Unlike the current Rule 12b-1 framework, however, the
proposed rules would limit the cumulative sales charges each investor pays,
regardless of how they are imposed.

If rules are adopted as proposed, changes in Rule 12b-1 Fees for a number of
share classes offered by company-sponsored mutual funds would be required, which
would reduce the net fund distribution revenues we receive from
company-sponsored mutual funds. The impact of this rule change is dependent upon
the final rules adopted by the SEC, any phase-in or grandfathering period, and
any other changes made with respect to share class distribution arrangements.

THE FINANCIAL SERVICES INDUSTRY IS INTENSELY COMPETITIVE.

We compete on the basis of a number of factors, including our array of
investment services, our investment performance for our clients, innovation,
reputation and price. By having a global presence, we may face competitors with
more experience and more established relationships with clients, regulators and
industry participants in the relevant market, which could adversely affect our
ability to expand. Furthermore, our poor investment performance during 2008 and
the second quarter of 2010, and what may be diminished confidence in our
services on the part of clients and consultants, may make it more difficult for
us to compete effectively. For additional information regarding competitive
factors, see "Competition" in Item 1.

WE ARE INVOLVED IN VARIOUS LEGAL PROCEEDINGS AND REGULATORY MATTERS AND MAY BE
INVOLVED IN SUCH PROCEEDINGS IN THE FUTURE, ANY ONE OR COMBINATION OF WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS PROSPECTS.

We are involved in various matters, including regulatory inquiries,
administrative proceedings and litigation, some of which allege substantial
damages, and we may be involved in additional matters in the future. Litigation
is subject to significant uncertainties, particularly when plaintiffs allege
substantial or indeterminate damages, or when the litigation is highly complex
or broad in scope. We have described pending material legal proceedings in Item
3.

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STRUCTURE-RELATED RISKS

THE PARTNERSHIP STRUCTURE OF HOLDING AND ALLIANCEBERNSTEIN LIMITS UNITHOLDERS'
ABILITIES TO INFLUENCE THE MANAGEMENT AND OPERATION OF ALLIANCEBERNSTEIN'S
BUSINESS AND IS HIGHLY LIKELY TO PREVENT A CHANGE IN CONTROL OF HOLDING AND
ALLIANCEBERNSTEIN.

The General Partner, as general partner of both Holding and AllianceBernstein,
generally has the exclusive right and full authority and responsibility to
manage, conduct, control and operate their respective businesses, except as
otherwise expressly stated in their respective Amended and Restated Agreements
of Limited Partnership. Holding and AllianceBernstein Unitholders have more
limited voting rights on matters affecting AllianceBernstein than do holders of
common stock in a corporation. Both Amended and Restated Agreements of Limited
Partnership provide that unitholders do not have any right to vote for directors
of the General Partner and that unitholders can only vote on certain
extraordinary matters (including removal of the General Partner under certain
extraordinary circumstances). Additionally, the AllianceBernstein Partnership
Agreement includes significant restrictions on transfers of AllianceBernstein
Units and provisions that have the practical effect of preventing the removal of
the General Partner, which are highly likely to prevent a change in control of
AllianceBernstein's management.

ALLIANCEBERNSTEIN UNITS ARE ILLIQUID.

There is no public trading market for AllianceBernstein Units and
AllianceBernstein does not anticipate that a public trading market will ever
develop. The AllianceBernstein Partnership Agreement restricts our ability to
participate in a public trading market or anything substantially equivalent to
one by providing that any transfer which may cause AllianceBernstein to be
classified as a "publicly traded partnership" as defined in Section 7704 of the
Code shall be deemed void and shall not be recognized by AllianceBernstein. In
addition, AllianceBernstein Units are subject to significant restrictions on
transfer; all transfers of AllianceBernstein Units are subject to the written
consent of AXA Equitable and the General Partner pursuant to the
AllianceBernstein Partnership Agreement. Generally, neither AXA Equitable nor
the General Partner will permit any transfer that it believes would create a
risk that AllianceBernstein would be treated as a corporation for tax purposes.
AXA Equitable and the General Partner have implemented a transfer program that
requires a seller to locate a purchaser, and imposes annual volume restrictions
on transfers. You may request a copy of the transfer program from our corporate
secretary (corporate_secretary@alliancebernstein.com). Also, we have filed the
transfer program as Exhibit 10.06 to this Form 10-K.

CHANGES IN THE PARTNERSHIP STRUCTURE OF HOLDING AND ALLIANCEBERNSTEIN AND/OR
CHANGES IN THE TAX LAW GOVERNING PARTNERSHIPS WOULD HAVE SIGNIFICANT TAX
RAMIFICATIONS.

Holding, having elected under Section 7704(g) of the Code, to be subject to a
3.5% federal tax on partnership gross income from the active conduct of a trade
or business, is a "grandfathered" publicly-traded partnership ("PTP") for
federal income tax purposes. Holding is also subject to the 4.0% UBT, net of
credits for UBT paid by AllianceBernstein. In order to preserve Holding's status
as a "grandfathered" publicly-traded partnership for federal income tax
purposes, management ensures that Holding does not directly or indirectly
(through AllianceBernstein) enter into a substantial new line of business. A
"new line of business" would be any business that is not closely related to
AllianceBernstein's historical business of providing research and diversified
investment management and related services to its clients. A new line of
business is "substantial" when a partnership derives more than 15% of its gross
income from, or uses more than 15% of its total assets in, the new line of
business.

AllianceBernstein is a private partnership for federal income tax purposes and,
accordingly, is not subject to federal and state corporate income taxes.
However, AllianceBernstein is subject to the 4.0% UBT. Domestic corporate
subsidiaries of AllianceBernstein, which are subject to federal, state and local
income taxes, are generally included in the filing of a consolidated federal
income tax return with separate state and local income tax returns being filed.
Foreign corporate subsidiaries are generally subject to taxes in the foreign
jurisdiction where they are located. As our business increasingly operates in
countries other than the U.S., our effective tax rate continues to increase
because our international subsidiaries are subject to corporate level taxes in
the jurisdictions where they are located.

In order to preserve AllianceBernstein's status as a private partnership for
federal income tax purposes,

<PAGE>

AllianceBernstein Units must not be considered publicly traded. The
AllianceBernstein Partnership Agreement provides that all transfers of
AllianceBernstein Units must be approved by AXA Equitable and the General
Partner; AXA Equitable and the General Partner approve only those transfers
permitted pursuant to one or more of the safe harbors contained in relevant
treasury regulations. If such units were considered readily tradable,
AllianceBernstein would be subject to federal and state corporate income tax on
its net income. Furthermore, as noted above, should AllianceBernstein enter into
a substantial new line of business, Holding, by virtue of its ownership of
AllianceBernstein, would lose its status as a grandfathered publicly-traded
partnership and would become subject to corporate income tax as set forth above.

In years prior to 2010, Congress proposed tax legislation that would have caused
certain PTPs to be taxed as corporations, thus subjecting their income to a
higher level of income tax. Holding is a PTP that derives its income from asset
manager or investment management services through its ownership interest in
AllianceBernstein. The legislation, in the form proposed, would not have
affected Holding's tax status. However, we cannot predict whether, or in what
form, tax legislation will be proposed in future years, and are unable to
determine what effect any new legislation might have on us. If Holding were to
lose its federal tax status as a grandfathered PTP, it would be subject to
corporate income tax, which would reduce materially its net income and quarterly
distributions to Holding Unitholders.

The proposed legislation discussed above would not have affected
AllianceBernstein because it is a private partnership.

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EXPLANATORY NOTE:

The following terms used in Item 1A - Risk Factors directly above have the
following meanings:

"AllianceBernstein" -- AllianceBernstein L.P. (Delaware limited partnership
formerly known as Alliance Capital Management L.P., "Alliance Capital"), the
operating partnership, and its subsidiaries and, where appropriate, its
predecessors, Holding and ACMC, Inc. and their respective subsidiaries.

"AllianceBernstein Investments" - AllianceBernstein Investments, Inc. (Delaware
corporation), a wholly-owned subsidiary of AllianceBernstein that services
retail clients and distributes company-sponsored mutual funds.

"AllianceBernstein Units" -- units of limited partnership interest in
AllianceBernstein.

"AUM" - assets under management for client.

"General Partner" -- AllianceBernstein Corporation (Delaware corporation), the
general partner of AllianceBernstein and AllianceBernstein Holding and a
wholly-owned subsidiary of AXA Equitable, and, where appropriate, ACMC, Inc.,
its predecessor.

"Holding" -- AllianceBernstein Holding L.P. (Delaware limited partnership).

"SCB" -- Sanford C. Bernstein & Co., LLC (Delaware limited liability company),
Sanford C. Bernstein Limited (U.K. company) and Sanford C. Bernstein (a unit of
AllianceBernstein Hong King Limited), together, each of which is a wholly-owned
subsidiary of AllianceBernstein.