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INDEX TO ALLIANCEBERNSTEIN CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS
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As filed with the Securities and Exchange Commission on October 23,November 8, 2013

Registration No. 333-191155

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 12
to

FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

ALLIANCEBERNSTEIN L.P.
(Exact name of registrant as specified in its charter)

1345 Avenue of the Americas
New York, NY 10105
(212) 969-1000
(Address including zip code, and telephone number, including area code, of registrant's principal executive offices)

Laurence E. Cranch, Esq.
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
(212) 969-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of
all other conditions under the merger agreement described herein.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

           If applicable, place an X in the box to designate the appropriate rule provisions relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

(1)

Represents the estimated maximum number of Contingent Value Rights of AllianceBernstein L.P., a Delaware limited partnership, issuable to holders of common stock, $0.01 par value per share, of W.P. Stewart & Co., Ltd., a Delaware corporation, upon completion of the proposed merger of AllianceBernstein 2013 Merger Company, Inc., a Delaware corporation and wholly owned subsidiary of AllianceBernstein L.P., with and into W.P. Stewart & Co., Ltd. described herein. This number is based on the number of shares of W.P. Stewart & Co., Ltd. common stock outstanding and reserved for issuance as of September 11, 2013, and the exchange of each such share for one CVR in the merger.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (f) under the Securities Act of 1933, as amended, based upon the product of (a) $12.05, the average of the high and low prices of W.P. Stewart & Co., Ltd. common stock as reported on the over-the-counter market on September 11, 2013 and (b) 4,958,778, the estimated maximum number of shares of W.P. Stewart & Co., Ltd. common stock that may be exchanged for the merger consideration. The product of (a) and (b) above is then reduced by $59,505,336 million, the estimated cash payment to be made to W.P. Stewart & Co., Ltd. stockholders upon the closing of the above-referenced merger.

(3)

Computed pursuant to Section 6(b) of the Securities Act of 1933, as amended, at a rate of $136.40 per $1,000,000 of the proposed maximum aggregate offering price.

(4)

Amount previously paid in connection with AllianceBernstein's filing of Registration Statement on Form S-4 (No. 333-191155), which was filed with the Securities and Exchange Commission on September 13, 2013.

           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or a solicitation of an offer to buy these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Subject to completion, dated October 23,November 8, 2013

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

        The board of directors of W.P. Stewart & Co., Ltd. (which we refer to as "W.P. Stewart") has approved a merger agreement that provides for the merger of AllianceBernstein 2013 Merger Company, Inc. (which we refer to as "Merger Sub"), a wholly owned subsidiary of AllianceBernstein L.P. (which we refer to as "AllianceBernstein"), with and into W.P. Stewart. As a result of the merger, W.P. Stewart will become a wholly owned subsidiary of AllianceBernstein.

        As is more fully described in the accompanying proxy statement/prospectus, in connection with the merger, W.P. Stewart stockholders will be entitled to receive, for each share of W.P. Stewart common stock that they hold (other than a portion of the restricted shares held by an executive officer of W.P. Stewart, which shall be forfeited, and other than certain shares held by W.P. Stewart, AllianceBernstein, Merger Sub or their direct or indirect wholly owned subsidiaries, and shares for which appraisal rights have been properly demanded under Delaware law), (i) $12.00 per share in cash, less any applicable withholding taxes and without interest, and (ii) one contingent value right (which we refer to as a "CVR") issued by AllianceBernstein. Each CVR will entitle its holder to receive an additional cash payment, less any applicable withholding taxes and without interest, of $4.00 to the extent that the "assets under management" (as defined in "Description of the CVRs" below) of W.P. Stewart exceeds $5,000,000,000 on or prior to the third anniversary of the closing of the merger, determined in accordance with the CVR agreement described in the accompanying proxy statement/prospectus. Based on the current number of shares of W.P. Stewart common stock outstanding and reserved for issuance, AllianceBernstein expects to issue approximately 4,958,778 CVRs upon completion of the merger. However, any increase or decrease in the number of shares of W.P. Stewart common stock outstanding that occurs for any reason prior to the completion of the merger would cause the actual number of CVRs issued upon completion of the merger to change.

        We describe in detail the terms of the merger, including the contingent value rights, in the accompanying proxy statement/prospectus under the captions "Certain Terms of the Merger Agreement" and "Description of the CVRs" beginning on pages [        ] and [        ], which we urge you to read carefully. The common stock of W.P. Stewart is traded in the Pink Sheets under the symbol "WPSL." There is currently no public market for the CVRs.

        The merger cannot be completed unless W.P. Stewart stockholders adopt the merger agreement and approve the merger contemplated by the merger agreement at the special meeting of W.P. Stewart stockholders to be held on [        ], 2013 at the offices of Nixon Peabody LLP, located at 437 Madison Avenue, New York, New York 10022, at [        ] local time. We describe in detail the special meeting of W.P. Stewart stockholders in the accompanying proxy statement/prospectus under the caption "The Special Meeting of W.P. Stewart Stockholders" beginning on page [        ], which we urge you to read carefully. More information about AllianceBernstein, W.P. Stewart and the merger is contained in the accompanying proxy statement/prospectus.We encourage you to read the proxy statement/prospectus and to carefully consider theRisk Factors beginning on page 20 of the accompanying proxy statement/prospectus before voting.

        Your vote is very important.    Whether or not you plan to attend the special meeting of W.P. Stewart stockholders, please take the time to vote your shares. You may vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope.

        Thank you for your continued support.

By order of the board of directors,

Michael Maquet
Chief Executive Officer
W.P. Stewart & Co., Ltd.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        This proxy statement/prospectus is dated [        ], 2013, and is first being mailed to W.P. Stewart stockholders on or about [        ], 2013.

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W.P. STEWART & CO., LTD.

527 MADISON AVE., 20TH FLOOR
NEW YORK, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [                ], 2013

To the Stockholders of W.P. Stewart & Co., Ltd.:

        We will hold a special meeting of the stockholders of W.P. Stewart & Co., Ltd., a Delaware corporation, on [                ], 2013 at [                ], local time, at the offices of Nixon Peabody LLP, located at 437 Madison Avenue, New York, New York 10022 to consider and vote upon the following matters:

1.

A proposal to adopt the Agreement and Plan of Merger, dated as of August 15, 2013, by and among AllianceBernstein L.P., or AllianceBernstein, AllianceBernstein 2013 Merger Company, Inc., or Merger Sub, a wholly owned subsidiary of AllianceBernstein, and W.P. Stewart & Co., Ltd., or W.P. Stewart, and approve the merger contemplated by such merger agreement. A copy of the merger agreement is attached as Annex A to the proxy statement/prospectus accompanying this notice and the form of CVR agreement related thereto is attached as Annex B to the proxy statement/prospectus accompanying this notice;



2.

A proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger; and



3.

To transact such other business as may properly come before the special meeting and any adjournments or postponements thereof.

        The W.P. Stewart board of directors has adopted the merger agreement and approved the merger, and recommends that the stockholders voteFOR the adoption of the merger agreement and approval of the merger andFOR the proposal to adjourn the special meeting to a later date, if necessary.

        The close of business on [                ], 2013 has been fixed by the W.P. Stewart board of directors as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. Only holders of record of W.P. Stewart common stock at the close of business on the record date may attend and vote at the special meeting.

        All stockholders entitled to vote are cordially invited to attend the special meeting in person. However, to ensure your representation at the special meeting, you are urged to complete, sign and return the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope. You may revoke your proxy in the manner described in the accompanying proxy statement/prospectus at any time before it is voted at the special meeting. Executed proxies with no instructions indicated thereon will be votedFOR the adoption of the merger agreement and approval of the merger,FOR the proposal to adjourn the special meeting to a later date, if necessary, and, in the discretion of the proxy holders, on any other proposals that may properly come before the special meeting.

        If you plan on attending the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you should bring with you a proxy or letter from the broker, trustee, bank or nominee confirming your beneficial ownership of the shares. If you plan to vote via proxy and your shares are held in your broker's name, please note that your broker will not be permitted to vote on the adoption of the merger agreement and the approval of the merger or the proposal to adjourn the special meeting to a later date, if necessary, or on any other proposal that properly comes before the special meeting unless you provide your broker with instructions on how to vote.

        The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger and other related matters. We urge you to read the proxy statement/prospectus and its annexes carefully and in their entirety.

By Order of the Board of Directors,

Seth L. Pearlstein
General Counsel & Secretary

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THIS PROXY STATEMENT/PROSPECTUS INCORPORATES ADDITIONAL INFORMATION

        The Exhibits to the Registration Statement on Form S-4, of which this proxy statement/prospectus forms a part, incorporate important business and financial information about AllianceBernstein from documents that are not included in or delivered with this proxy statement/prospectus.

        AllianceBernstein will provide you with copies of this information relating to AllianceBernstein without charge, upon written or oral request to:

AllianceBernstein L.P.
1345 Avenue of the Americas
New York, NY 10105
Attn: Investor Relations
(212) 969-1000

        In order to receive timely delivery of the documents before the special meeting, you must make your requests no later than [                ], 2013. If you request any incorporated documents, AllianceBernstein will mail them to you by first class mail, or another equally prompt means, within one business day of receipt of your request.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement, which forms a part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, or SEC, by AllianceBernstein, constitutes a prospectus of AllianceBernstein under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the CVRs to be issued to W.P. Stewart stockholders in connection with the merger. This document also constitutes a proxy statement and a notice of meeting with respect to the special meeting of W.P. Stewart stockholders to consider and vote upon the proposal to adopt the merger agreement and approve the merger.

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i

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ii

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iii

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:

Why am I receiving this proxy statement/prospectus?

A:

AllianceBernstein L.P., or AllianceBernstein, has agreed to acquire W.P. Stewart & Co., Ltd., or W.P. Stewart, under the terms of an Agreement and Plan of Merger, dated as of August 15, 2013, as it may be amended from time to time (which we refer to as the "merger agreement"), that is described in this proxy statement/prospectus. Please see the sections entitled "The Merger" and "Certain Terms of the Merger Agreement" beginning on pages [            ] and [            ], respectively, of this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. Under the merger agreement, AllianceBernstein 2013 Merger Company, Inc. (which we refer to as "Merger Sub"), a wholly owned subsidiary of AllianceBernstein, will merge with and into W.P. Stewart (which we refer to as the "merger"). As a result of the merger, W.P. Stewart will become a wholly owned subsidiary of AllianceBernstein.

In order to complete the transactions contemplated by the merger agreement, including the merger, W.P. Stewart stockholders must adopt the merger agreement by the affirmative vote of the holders of a majority of the shares of W.P. Stewart common stock outstanding on the record date for the special meeting and all other conditions to the merger must be satisfied or waived. You are receiving this proxy statement/prospectus because you have been identified as a W.P. Stewart stockholder as of [            ], 2013, the record date for the special meeting, and thus you are entitled to vote at the special meeting. This document serves as a proxy statement/prospectus of W.P. Stewart, used to solicit proxies for the special meeting, and as a prospectus of AllianceBernstein, used to offer CVRs to stockholders of W.P. Stewart pursuant to the terms of the merger agreement. This document contains important information about the merger and the special meeting, and you should read it carefully.

Q:

When and where is the special meeting of W.P. Stewart stockholders?

A:

The special meeting of W.P. Stewart stockholders will be held on [            ], 2013, starting at [            ], local time, at the offices of Nixon Peabody LLP, located at 437 Madison Avenue, New York, New York 10022.

Q:

On what matters am I being asked to vote?

A:

W.P. Stewart stockholders are being asked to consider and vote on the following items:

•

the adoption of the merger agreement and approval of the merger;

•

a proposal to adjourn the special meeting to a later date, if necessary, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger; and

•

to transact such other business as may properly come before the special meeting and any adjournments or postponements thereof.

Q:

What is the merger?

A:

Under the terms of the merger agreement, Merger Sub will merge with and into W.P. Stewart, with W.P. Stewart continuing as the surviving entity. Upon completion of the merger, each outstanding share of W.P. Stewart common stock (other than a portion of the restricted shares held by an executive officer of W.P. Stewart, which shall be forfeited, and other than certain shares held by W.P. Stewart, AllianceBernstein, Merger Sub or their direct or indirect wholly owned subsidiaries, and shares for which appraisal rights have been properly demanded under Delaware law) will be converted into the right to receive $12.00 in cash, less any applicable withholding taxes and without

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interest, and one contingent value right, or CVR. For a more complete description of the merger, please see the section entitled "The Merger" beginning on page [            ] of this proxy statement/prospectus.

Q:

As a W.P. Stewart stockholder, what will I receive in the merger?

A:

If the merger agreement is adopted by W.P. Stewart stockholders and the other conditions to the merger are satisfied or waived, then upon completion of the merger, other than a portion of the restricted shares held by an executive officer of W.P. Stewart, which shall be forfeited, and other than certain shares held by W.P. Stewart, AllianceBernstein, Merger Sub or their direct or indirect wholly owned subsidiaries, and shares for which appraisal rights have been properly demanded under Delaware law, W.P. Stewart stockholders will be entitled to receive (i) $12.00 per share in cash, less any applicable withholding taxes and without interest, and (ii) one contingent value right per share, or CVR, representing the right to receive an additional cash payment of $4.00, less any applicable withholding taxes and without interest, if and to the extent that any amount is payable as determined in accordance with the CVR agreement to be entered into in connection with the merger. We refer to the consideration for the merger described in clauses (i) and (ii) together as the merger consideration. Please see the sections entitled "The Merger—General" and "Description of the CVRs" beginning on pages [            ] and [            ], respectively, of this proxy statement/prospectus for a description of the merger consideration.

Q:

How are equity awards treated in the merger?

A:

As of the effective time of the merger, each restricted share of W.P. Stewart common stock granted to any employee or director of W.P. Stewart or any of its subsidiaries (other than a portion of the restricted shares held by an executive officer of W.P. Stewart, which shall be forfeited) under a W.P. Stewart stock plan that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive the merger consideration, subject to such deduction and withholding as may be required under the Internal Revenue Code of 1986, or the Code, and any applicable state or local tax law with respect to the lapsing of the restrictions on any such restricted shares.

Q:

What is required to consummate the merger?

A:

To consummate the merger, W.P. Stewart stockholders must adopt the merger agreement, which requires the affirmative vote of the holders of a majority of the shares of W.P. Stewart common stock outstanding on the record date for the special meeting. In addition to obtaining W.P. Stewart stockholder approval, each of the other closing conditions set forth in the merger agreement must be satisfied or waived. For a more complete description of the closing conditions under the merger agreement, please see the section entitled "Certain Terms of the Merger Agreement—Conditions to the Merger" beginning on page [            ] of this proxy statement/prospectus.

Q:

How does the W.P. Stewart board of directors recommend that I vote?

A:

After careful consideration, W.P. Stewart's board of directors approved the merger agreement and the merger and declared that the merger agreement and the merger, upon the terms and subject to the conditions set forth in the merger agreement, are advisable and in the best interests of W.P. Stewart and its stockholders. Accordingly, W.P. Stewart's board of directors recommends that you vote FOR the proposal to adopt the merger agreement and approve the merger, and FOR the proposal to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger. To review the background of the merger and W.P. Stewart's board of directors' reasons for recommending the merger in greater detail, see the

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sections entitled "The Merger—Background of the Merger" and "The Merger—W.P. Stewart's Reasons for the Merger; Recommendation of W.P. Stewart Board of Directors" beginning on pages [            ] and [            ], respectively, of this proxy statement/prospectus.

Q:

What is the vote required to approve each proposal at the W.P. Stewart special meeting?

A:

W.P. Stewart merger proposal

•

Standard:  The approval of the W.P. Stewart merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of W.P. Stewart common stock entitled to vote on the proposal.

•

Effect of abstentions and non-votes:  If you fail to vote, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the W.P. Stewart merger proposal, it will have the same effect as a vote "AGAINST" the proposal.

W.P. Stewart adjournment proposal

•

Standard:  The approval of the W.P. Stewart adjournment proposal requires the affirmative vote of a majority of the shares of W.P. Stewart common stock present or represented by proxy at the special meeting and entitled to vote on the proposal.



•

Effect of abstentions and non-votes:  If you fail to vote or fail to instruct your bank, broker or other nominee with respect to the W.P. Stewart adjournment proposal, it will have no effect on the vote count for the proposal. If you mark "ABSTAIN" on your proxy or if you are present at the special meeting but do not vote, it will have the same effect as a vote "AGAINST" the proposal.

Q:

What constitutes a quorum for the W.P. Stewart special meeting?

A:

The presence of the holders of one-third of the outstanding shares of W.P. Stewart common stock entitled to vote at the special meeting constitutes a quorum for the transaction of business at the meeting.

Q:

What risks should I consider in deciding whether to vote in favor of the merger?

A:

You should carefully review the section of this proxy statement/prospectus entitled "Risk Factors" beginning on page [            ] of this proxy statement/prospectus, which sets forth certain risks and uncertainties related to the merger and the other transactions contemplated by the merger agreement.

Q:

When do the parties expect to complete the merger?

A:

The parties are working towards completing the merger as quickly as possible. The merger is currently expected to close during the last calendar quarter ofDecember 2013. However, because completion of the merger is subject to various conditions, AllianceBernstein and W.P. Stewart cannot predict the exact timing of the merger or whether the merger will occur at all.

Q:

Am I entitled to appraisal rights?

A:

W.P. Stewart stockholders will have the right to demand appraisal of their shares of W.P. Stewart common stock and obtain payment in cash for the fair value of their shares, but only if they perfect their appraisal rights and comply with the applicable provisions of Delaware law. A copy of the Delaware statutory provisions related to appraisal rights is attached as Annex C to this proxy statement/prospectus, and a summary of these provisions can be found in the section entitled "The

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Merger—Appraisal Rights of Dissenting W.P. Stewart Stockholders" on page [            ] of this proxy statement/prospectus. Due to the complexity of the procedures for exercising the right to seek appraisal, W.P. Stewart stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable provisions of the Delaware General Corporation Law, or the DGCL, will result in the loss of the right of appraisal.

Q:

Will my rights as a W.P. Stewart stockholder change as a result of the merger?

A:

Yes. You will no longer be a W.P. Stewart stockholder, and you will become a holder of CVRs issued by AllianceBernstein as a result of the merger and will have rights after the completion of the merger that are governed by the CVR agreement.

Q:

Will I be able to trade the CVRs that I receive in connection with the merger?

A:

The CVRs issued to W.P. Stewart stockholders in connection with the merger will not be listed on any securities exchange but will be generally tradable, subject to certain procedures as set forth in more detail in this proxy statement/prospectus and the CVR agreement.

Q:

What are the United States federal income tax consequences of the merger?

A:

The receipt of the merger consideration in exchange for W.P. Stewart shares will be a taxable transaction for United States federal income tax purposes. For more information regarding the United States federal income tax consequences of the merger, see the section entitled "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page [            ] of this proxy statement/prospectus.

Tax matters are very complicated, and the tax consequences of the merger to a particular W.P. Stewart stockholder will depend in part on such stockholder's circumstances. Accordingly, you should consult your own tax advisor to determine the tax consequences of the merger to you, including the applicability and effect of United States federal, state, local and foreign income and other tax laws.

Q:

What should I do now?

A:

You should carefully read this proxy statement/prospectus, including its annexes, and consider how the merger will affect you. AllianceBernstein and W.P. Stewart urge you to then respond by voting your shares through one of the following means:

•

by mail, by completing, signing, dating and mailing each proxy card (if you are a registered stockholder, meaning that you hold your stock in your name) and returning it in the envelope provided; or

•

in person, by attending the special meeting and submitting your vote in person (special requirements apply if your shares are held in "street name" and you wish to vote in person).

Q:

What happens if I do not return a proxy card or otherwise vote?

A:

The failure to return your proxy card or vote in person at the special meeting will have the same effect as voting AGAINST adoption of the merger agreement and approval of the merger, and will have no effect on the proposal for possible adjournment of the special meeting.

Q:

What happens if I return a signed and dated proxy card but do not indicate how to vote my proxy?

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A:

If you do not include instructions on how to vote your properly signed and dated proxy, your shares will be voted FOR adoption of the merger agreement and approval of the merger, and FOR approval of possible adjournment, if any, of the special meeting.

Q:

May I vote in person at the special meeting?

A:

If your shares of W.P. Stewart common stock are registered directly in your name, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by W.P. Stewart. If you are a W.P. Stewart stockholder of record, you may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card.

If your shares of W.P. Stewart common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in "street name." As the beneficial owner, you are also invited to attend the special meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:

May I change my vote after I have mailed my signed and dated proxy card or otherwise voted?

A:

Yes. If you have submitted a proxy, you may change your vote at any time before your proxy is voted at the W.P. Stewart special meeting of stockholders. You can do this one of the following ways. First, you can send a written, dated notice to Proxy Services, c/o Computershare Investor Services, P.O. Box 43126, Providence, RI 02949-5138 stating that you would like to revoke your proxy. Second, you can complete, sign, date and submit (in time to reach W.P. Stewart before the beginning of the special meeting) a new later-dated proxy card. Third, if you are a stockholder of record or you obtain a "legal proxy" from your broker, trustee or nominee, you can attend the special meeting and vote in person. Your attendance at the special meeting alone will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change those instructions.

Q:

If my shares are held in "street name" by a bank, broker or other nominee, will they automatically vote my shares for me?

A:

No. Your bank, broker or other nominee will not be able to vote your shares without instructions from you. Therefore, you should provide your bank, broker or other nominee with instructions on how to vote your shares, following the procedure they provide to you. The failure to provide such voting instructions to your bank, broker or other nominee will have the same effect as voting AGAINST adoption of the merger agreement and approval of the merger, and will have no effect on the proposal for possible adjournment of the special meeting.

Q:

Should I send in my W.P. Stewart stock certificates now?

A:

No. If you are a W.P. Stewart stockholder, after the merger is completed a letter of transmittal will be sent to you informing you where to deliver your W.P. Stewart stock certificates in order to receive the merger consideration. You should not send in your W.P. Stewart common stock certificates before receiving the letter of transmittal.

Q:

Who is soliciting this proxy?

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A:

W.P. Stewart is conducting this proxy solicitation and will bear the cost of soliciting proxies. In addition, W.P. Stewart may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. W.P. Stewart's directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts.

Q:

What happens if the merger is not completed?

A:

If the merger is not completed, holders of W.P. Stewart common stock will not receive any consideration for their shares in connection with the merger. Instead, W.P. Stewart will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by W.P. Stewart to AllianceBernstein. See "Certain Terms of the Merger Agreement—Termination Fee" for a complete discussion of the circumstances in which a termination fee will be required to be paid.

Q:

Who can help answer my additional questions?

A:

W.P. Stewart stockholders who would like additional copies, without charge, of this proxy statement/prospectus or have additional questions about the merger, including the procedures for voting their shares of W.P. Stewart common stock, should contact:

Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
(877) 373-6374

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RISK FACTORS

        If the merger is completed, AllianceBernstein and W.P. Stewart will operate as a combined company in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond the combined company's control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to AllianceBernstein and W.P. Stewart or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the merger, AllianceBernstein, W.P. Stewart and the combined company. A discussion of additional risks and uncertainties regarding AllianceBernstein can be found in the documents filed by AllianceBernstein with the SEC. See "Where You Can Find More Information" beginning on page [        ] of this proxy statement/prospectus. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, AllianceBernstein's and W.P. Stewart's respective businesses, financial condition or their results of operations (both separately and as combined) could be seriously harmed.

Risks Related to the Merger and the CVRs

You may not receive any payment on the CVRs.

        As described in more detail in the section entitled "Description of the CVRs" beginning on page [        ] of this proxy statement/prospectus, the CVR agreement sets forth the rights of the W.P. Stewart stockholders to receive payments under the CVRs. The nature of rights under the CVR agreement and the CVRs is contractual, and the CVR holders have no rights except for those expressly set forth in the CVR agreement.

        The events that result in contingent payments may not occur due to numerous factors. Among other things:

•

No payments will be made under the CVR agreement if the AUM milestone (as defined in the CVR agreement) occurs after the third-year anniversary of the effective time of the merger.



•

For all the reasons that AllianceBernstein may be unable to increase its assets under management, AllianceBernstein might not be able to achieve the AUM milestone, and in such event there will be no CVR payment.

        Accordingly, the value, if any, of the CVRs is speculative, and the CVRs may ultimately have no value.

You will not be able to immediately determine the amount of cash to be received under the CVRs, which makes it difficult to value the CVRs.

        If any payment is made on the CVRs, it will not be made until the achievement of the AUM milestone. Because the amount of any payment on the CVRs will not be able to be determined at the effective time of the merger, and may not be determined for a significant period of time thereafter, it may be difficult to value the CVRs, and accordingly, it may be difficult or impossible for you to resell or transfer your CVRs.

Regulatory agencies must approve the merger and could impose conditions that could affect the value of the CVRs you receive in the merger.

        AllianceBernstein and W.P. Stewart intend to comply with antitrust laws and other laws and regulations of the United States and any other jurisdiction in which the merger may be subject to review. The reviewing authorities may impose conditions on AllianceBernstein and W.P. Stewart as a condition to giving their approval or consent to the merger. AllianceBernstein and W.P. Stewart have agreed to use reasonable best efforts to obtain the required regulatory approvals. The value of the CVRs depends on the achievement of the AUM milestone. Conditions imposed by regulatory

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authorities could reduce the scope or otherwise harm the operation of the AllianceBernstein business following the merger, which could adversely affect AllianceBernstein's ability to meet such milestone, which in turn could result in no payment being made on the CVRs.

Any payments in respect of the CVRs rank at parity with AllianceBernstein's other indebtedness, other than secured or senior obligations.

        The CVRs will rank equal in right of payment to all existing and future unsecured unsubordinated indebtedness of AllianceBernstein, and senior in right of payment to all subordinated indebtedness of AllianceBernstein. The CVRs, however, will be effectively subordinated in right of payment to all of AllianceBernstein's secured obligations to the extent of the collateral securing such obligations and to any senior obligations of AllianceBernstein.

An active public market for the CVRs is unlikely to develop, or the CVRs will likely trade at low volumes, both of which could have an adverse effect on the resale price, if any, of the CVRs.

        The CVRs are a new security for which there is currently no public trading market. An active public trading market for the securities may not develop or be sustained.

        Even if an active public trading market develops, there may be little or no market demand for the CVRs, making it difficult or impossible to resell the CVRs, which would have an adverse effect on the resale price, if any, of the CVRs. In addition, holders of CVRs may incur brokerage charges in connection with the resale of the CVRs, which in some cases could exceed the proceeds realized by the holder from the resale of its CVRs. Neither AllianceBernstein nor W.P. Stewart can predict the price, if any, at which the CVRs will trade following the closing of the transaction.

AllianceBernstein may repurchase the CVRs.

        The CVR agreement does not prohibit AllianceBernstein from acquiring the CVRs, whether in open market transactions, private transactions or otherwise. Such acquisitions by AllianceBernstein may prevent the development of an active public trading market for the remaining CVRs or reduce the liquidity of the remaining CVRs, which would have an adverse effect on the resale price, if any, of the remaining CVRs.

Because it is unlikely that an active public market for the CVRs will develop, the market price and trading volume of the CVRs may be volatile.

        Neither AllianceBernstein nor W.P. Stewart can predict the extent to which investor interest will lead to a liquid trading market in the CVRs or whether the market price of the CVRs will be volatile following the merger. The market price of the CVRs could fluctuate significantly for many reasons, including, without limitation:

•

As a result of the risk factors listed in this proxy statement/prospectus;



•

Changes in the level of W.P. Stewart's assets under management and the progress, or lack of progress, made towards achieving the AUM milestone;



•

Actual or anticipated fluctuations in the operating results of AllianceBernstein and W.P. Stewart;



•

For reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by AllianceBernstein and W.P. Stewart's customers or competitors regarding their own performance;



•

Regulatory changes that could impact AllianceBernstein's business; and



•

General economic, securities markets and industry conditions.

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AllianceBernstein's requirement to achieve the CVR payment-triggering milestone is based on "diligent efforts," which allows for consideration of a variety of factors to determine the efforts AllianceBernstein is required to take; accordingly, under certain circumstances AllianceBernstein may not be required to take certain actions to achieve the CVR payment-triggering milestone, or may allocate resources to other projects, which may have an adverse effect on the value, if any, of the CVRs.

        AllianceBernstein has agreed to use diligent efforts, until the CVR agreement is terminated, to achieve the AUM milestone. In addition, AllianceBernstein has agreed to engage in certain specified conduct, the undertaking of which creates a presumption that AllianceBernstein has used diligent efforts to achieve such milestone. See "Description of the CVRs" beginning on page [        ]. However, although AllianceBernstein is required to engage in certain specified conduct under the CVR agreement, the CVR agreement's definition of diligent efforts does not require AllianceBernstein to incur a financial detriment in excess of what is, or spend in excess of what is, reasonable in relation to the benefit obtained by the exertion of such effort, and does not require AllianceBernstein to take all possible actions to achieve the milestone.

The United States federal income tax treatment of the receipt of CVRs in the merger is unclear.

        There is no legal authority directly addressing the United States federal income tax treatment of the CVRs. Accordingly, the amount, timing and character of any gain, income or loss with respect to the CVRs are uncertain. For example, it is possible that payments received with respect to a CVR, up to the amount of the holder's adjusted tax basis in the CVR, may be treated as a non-taxable return of a holder's adjusted tax basis in the CVR, with any amount received in excess of such basis treated as gain from the disposition of the CVR, or possibly another method of basis recovery may apply. Further, it is not clear whether payments made with respect to a CVR may be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. A holder who does not sell, exchange or otherwise dispose of a CVR may not be able to recognize a loss with respect to the CVR until the holder's right to receive CVR payments terminates. Although not entirely clear, a portion of any payment with respect to a CVR that is due more than six months following the consummation of the merger may constitute imputed interest taxable as ordinary income under Section 483 of the Internal Revenue Code of 1986, as amended (which we refer to as the "Code"), and AllianceBernstein and W.P. Stewart have agreed to determine imputed interest, if any, in accordance with Section 483 of the Code. See "The Merger—Material United States Federal Income Tax Consequences of the Merger" beginning on page [        ] of this proxy statement/prospectus for a more detailed discussion of the United States federal income tax treatment of the CVRs.

The merger is subject to closing conditions that could result in the completion of the merger being delayed or not consummated, which could negatively impact W.P. Stewart's stock price or AllianceBernstein's or W.P. Stewart's future business and operations and financial condition.

        Completion of the merger is conditioned upon AllianceBernstein and W.P. Stewart satisfying closing conditions, including adoption of the merger agreement by W.P. Stewart's stockholders, all as set forth in the merger agreement. See the section entitled "Certain Terms of the Merger Agreement—Conditions to the Merger" beginning on page [        ] for a discussion of the conditions to the completion of the merger. The required conditions to closing may not be satisfied in a timely manner, if at all, and the merger may not be consummated. Failure to consummate the merger could negatively impact W.P. Stewart's stock price or AllianceBernstein's or W.P. Stewart's future business and operations, and financial condition. Any delay in the consummation of the merger or any uncertainty about the consummation of the merger may adversely affect the future business, growth, revenue and results of operations of either or both of the companies.

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        If the merger is not completed for any reason, the ongoing business of AllianceBernstein or W.P. Stewart may be adversely affected and will be subject to a number of risks, including:

•

W.P. Stewart may be required, under some circumstances, to pay AllianceBernstein a termination fee of $3,200,000 plus certain documented out-of-pocket expenses not to exceed $800,000. See "Certain Terms of the Merger Agreement—Termination Fee" beginning on page [        ] of this proxy statement/prospectus;



•

the diversion of management's attention, the reduction in capital spending and acquisitions, the suspension of planned hiring and other affirmative and negative covenants in the merger agreement restricting each company's business;



•

failure to pursue other beneficial opportunities as a result of the focus of management of each of the companies on the merger, without realizing any of the anticipated benefits of the merger;



•

the market price of W.P. Stewart common stock may decline to the extent that the current market price reflects a market assumption that the merger will be completed;



•

AllianceBernstein and W.P. Stewart may experience negative reactions to the termination of the merger from customers, clients, licensors, suppliers, or other strategic partners; and



•

AllianceBernstein's and W.P. Stewart's costs incurred related to the merger, such as legal and accounting fees, must be paid even if the merger is not completed.

        If the merger agreement is terminated and W.P. Stewart's board of directors seeks another merger or business combination, W.P. Stewart stockholders cannot be certain that W.P. Stewart will be able to find a party willing to pay a price equivalent to or more attractive than the price AllianceBernstein has agreed to pay in the merger.

W.P. Stewart's executive officers and directors have interests different from your interests that may influence them to support or approve the merger.

        In considering the recommendation of the W.P. Stewart board of directors to adopt the merger agreement, W.P. Stewart stockholders should recognize that W.P. Stewart's executive officers and directors have interests that differ from those of W.P. Stewart's stockholders because of employment arrangements, indemnification and liability insurance and other reasons. These reasons are described in the section entitled "The Merger—Interests of W.P. Stewart's Executive Officers and Directors in the Merger."

W.P. Stewart will be subject to business uncertainties and contractual restrictions while the merger is pending.

        Uncertainty about the effect of the merger on employees and customers may have an adverse effect on W.P. Stewart. These uncertainties may impair W.P. Stewart's ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with W.P. Stewart to seek to change existing business relationships with W.P. Stewart. Retention of certain employees by W.P. Stewart may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, AllianceBernstein's or W.P. Stewart's business could be harmed. In addition, subject to certain exceptions, W.P. Stewart has agreed to operate its business in the regular and ordinary course prior to closing and not to take certain specified actions. See "Certain Terms of the Merger Agreement—Conduct of Business Pending the Merger" for a description of the restrictive covenants applicable to W.P. Stewart.

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The merger agreement limits W.P. Stewart's ability to pursue alternatives to the merger.

        Until the effective time of the merger or, if earlier, the termination of the merger agreement, W.P. Stewart has agreed that it will not, and will not authorize or knowingly permit any of its subsidiaries or any of its or their representatives to, directly or indirectly:

•

solicit, initiate, induce, encourage or knowingly facilitate any inquiry, proposal or offer relating to any acquisition proposals or acquisition inquiries;



•

other than with AllianceBernstein, Merger Sub or any of their representatives, enter into, continue, have or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information in connection with, any acquisition proposal or acquisition inquiry;



•

approve, accept, endorse or recommend any acquisition proposal or knowingly facilitate any effort or attempt to make or implement any acquisition proposal or acquisition inquiry; or



•

enter into any contract with respect to any of the foregoing actions.

        Under the terms of the merger agreement, W.P. Stewart has agreed to immediately cease and cause to be terminated any discussions with any party that relate to any acquisition proposal.

        Under certain circumstances, the merger agreement also provides that W.P. Stewart will be required to pay to AllianceBernstein a termination fee of $3,200,000 plus certain documented out-of-pocket expenses not to exceed $800,000. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of W.P. Stewart from considering or proposing an acquisition even if it were prepared to pay consideration with a higher value than that proposed in the merger, or might result in a potential competing acquirer proposing to pay consideration with a lower value to acquire W.P. Stewart than it might otherwise propose to pay.

Uncertainties associated with the merger may cause AllianceBernstein or W.P. Stewart to lose clients.

        In response to the announcement of the merger, AllianceBernstein's or W.P. Stewart's clients may determine to withdraw assets currently under management because of uncertainties associated with the merger or for any other reason, which could have an adverse effect on AllianceBernstein, W.P. Stewart, or the combined company following the merger.

Risks Related to AllianceBernstein

AllianceBernstein's ability to retain clients and increase AllianceBernstein's assets under management, or AUM, depends, in part, on AllianceBernstein's absolute and relative investment performance. Some of AllianceBernstein's core equity services continued to underperform during 2012. Poor investment performance may lead to an additional loss of clients and a decline in AUM and revenues, and could lead to further downgrades in AllianceBernstein's credit ratings and a reduced ability to access credit on reasonable terms.

        AllianceBernstein's 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 AllianceBernstein or invest additional assets, and when a prospective client is deciding whether to invest with AllianceBernstein. Poor investment performance in some of AllianceBernstein's services, both in absolute terms and/or relative to peers and stated benchmarks, has resulted, and may continue to result, in clients withdrawing assets and in prospective clients choosing to invest with competitors. The resulting lower AUM levels have led, and may continue to lead, to lower investment management fees, including minimal or no performance-based fees; lower investment management fees have resulted, and may continue to result, in revenue declines.

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        Since the financial crisis of 2008, AllianceBernstein has underperformed benchmarks in many of AllianceBernstein's services, particularly some of AllianceBernstein's core equities services. Throughout 2012, and particularly during the second quarter, numerous sources of uncertainty negatively affected the global economy, which hindered investor confidence and hampered the ability of most asset managers, including AllianceBernstein, to produce returns that met client expectations. AllianceBernstein's underperformance in certain of AllianceBernstein's core equities services during 2012 may place continued pressure on AllianceBernstein's flows during 2013 in AllianceBernstein's Institutions and Private Client channels.

        In addition, AllianceBernstein's continued underperformance in certain of AllianceBernstein's core equities services may affect AllianceBernstein's credit ratings. AllianceBernstein's access to credit on reasonable terms is partially dependent on AllianceBernstein's credit ratings. Moody's Investors Service, Inc., or Moody's, affirmed AllianceBernstein's long-term senior debt rating during 2012 while Standard & Poor's Ratings Service, or S&P, downgraded the AllianceBernstein's long-term rating from AA- to A+ in June 2012. Each rating agency maintains a "negative" outlook primarily due to concerns over continued outflows and weak investment performance in large cap equities. S&P, in its June 2012 press release, cited factors that could result in a future downgrade of AllianceBernstein's long-term rating, including continued net outflows as a result of lagging investment performance in equities, particularly if the outflows lead to a less favorable asset mix and a deterioration of the AllianceBernstein's AUM and profitability. Moody's, in its latest ratings analysis, also cited factors that could result in a downgrade to AllianceBernstein's long-term rating, including material net outflows for several quarters, a decline in average AUM to below $375 billion and a leverage ratio (debt/EBITDA) greater than 1.5. A downgrade to AllianceBernstein's credit ratings is likely to increase AllianceBernstein's borrowing costs and limit AllianceBernstein's access to the capital markets. For more information on the underperformance of certain of AllianceBernstein's core equities services, see the table on page [            ] of this proxy statement/prospectus in the section entitled "The Companies—AllianceBernstein—Management's Discussion and Analysis—SixNine Months Ended JuneSeptember 30, 2013 Compared to SixNine Months Ended JuneSeptember 30, 2012—Assets Under Management" and the table on page [            ] of this proxy statement/prospectus in the section entitled "The Companies—AllianceBernstein—Management's Discussion and Analysis—Year ended December 31, 2012 compared to the year ended December 31, 2011—Assets Under Management".

Volatility in and disruption of the global capital and credit markets and adverse changes in the global economy are likely to significantly affect AllianceBernstein's AUM; any significant reduction in AllianceBernstein's AUM can have a material adverse effect on AllianceBernstein's results of operations and business prospects.

        The mix, market value and level of AllianceBernstein's AUM are affected by the 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. Investment advisory and services fees, the largest component of AllianceBernstein's 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 AUM 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 AllianceBernstein's investment products and may result in a reduction in AUM.

        Throughout 2012, and particularly during the second quarter, the capital and credit markets continued to experience volatility and disruption worldwide as concerns over European sovereign debt and the effect of the U.S. fiscal cliff (which, during the first quarter of 2013, has shifted to concerns regarding the debt ceiling debate), and signs of slowing growth in emerging markets, particularly China,

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created market volatility that negatively affected investment performance. These conditions, combined with net outflows in AllianceBernstein's Institutions and Private Client channels, resulted in significant decreases in AllianceBernstein's investment advisory and services fees. Future disruption of the capital and credit markets could result in further net outflows, which could severely impact AllianceBernstein's results of operations and financial condition. If AllianceBernstein is unable to obtain funds and/or financing, AllianceBernstein may be forced to incur unanticipated costs or revise its strategic plans, which could have a material adverse effect on AllianceBernstein's financial condition, results of operations and business prospects.

The amount and mix of AllianceBernstein's AUM are subject to significant fluctuations, which may adversely affect AllianceBernstein's fee levels and results of operations; AllianceBernstein's fee levels also could be negatively affected by regulatory initiatives, court decisions and competitive considerations, which may adversely affect AllianceBernstein's results of operations.

        Fluctuations in the amount and mix of AllianceBernstein's AUM may be attributable in part to conditions outside of AllianceBernstein's control that have had, and in the future may have, a negative effect on AllianceBernstein's revenues and income. AllianceBernstein derives substantially all of its revenues and income from providing investment research and management and related services, so a decrease in the level of AllianceBernstein's AUM, whether resulting from poor investment performance, client outflows or other factors, adversely affects AllianceBernstein's revenues and income.

        During the past several years, there has been a shift from active equity services towards fixed income services and passive services, which has resulted, and may continue to result, in a corresponding decline in AllianceBernstein's revenues and income because AllianceBernstein generally earns higher fees from assets invested in AllianceBernstein's active equity services than in AllianceBernstein's fixed income services or passive services. A shift from global and international services to U.S. services is likely to have a similar effect. For example, the global economic turmoil experienced during the second quarter of 2012 caused some investors to further shift their investment preferences from active equities to fixed income, passive and money market products (some of which AllianceBernstein does not offer). This trend may continue or accelerate in the future.

        Conversely, increases in interest rates, particularly if rapid, or high interest rates, as well as uncertainty pertaining to the future direction of interest rates, would be likely to decrease the total return of many bond investments due to lower market valuations of existing bonds. These factors, combined with a potential shift in investor sentiment away from fixed income investments, could have a significant adverse effect on AllianceBernstein's revenues and results of operations because, in recent years, AllianceBernstein's AUM in fixed income investments have become a larger component of AllianceBernstein's overall AUM.

        In addition, AllianceBernstein may be required to reduce its fee levels, restructure the fees AllianceBernstein charges or adjust the services AllianceBernstein offers to its clients because of, among other things, regulatory initiatives (whether industry-wide or specifically targeted), court decisions and competitive considerations. A reduction in fees would reduce AllianceBernstein's revenues. A reduction in revenues, without a commensurate reduction in expenses, will adversely affect AllianceBernstein's results of operations.

AllianceBernstein's results of operations and reputation could continue to suffer if AllianceBernstein is unable to deliver consistent, competitive investment performance.

        AllianceBernstein's business is based on the trust and confidence of its clients, and AllianceBernstein is dedicated to earning and maintaining this trust and confidence. Damage to

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AllianceBernstein's reputation can substantially reduce AllianceBernstein's AUM and impair AllianceBernstein's ability to maintain or grow its business.

        AllianceBernstein's continued underperformance over the last few years in certain of AllianceBernstein's core equities services damaged AllianceBernstein's reputation among many clients, prospects and consultants. AllianceBernstein is focused on delivering consistent, competitive investment performance in 2013 and, in so doing, continuing to rebuild AllianceBernstein's reputation. Failure in this endeavor, however, could have a material adverse effect on AllianceBernstein's reputation, results of operations and business prospects.

Maintaining adequate liquidity for AllianceBernstein's general business needs depends on certain factors, including operating cash flows and AllianceBernstein's access to credit on reasonable terms.

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

An impairment of goodwill may occur.

        As a result of increased economic uncertainty and current market dynamics, determining whether an impairment of the goodwill asset exists requires management to exercise significant judgment. In addition, to the extent that securities valuations are depressed for prolonged periods of time and market conditions worsen, or if AllianceBernstein experiences significant net redemptions, AllianceBernstein's AUM, revenues, profitability and unit price may be adversely affected. Although the price of a Holding Unit is just one factor in the calculation of fair value, if current Holding Unit price levels decline significantly, reaching the conclusion that fair value exceeds carrying value will, over time, become more difficult. In addition, control premiums, industry earnings multiples and discount rates are impacted by economic conditions. As a result, subsequent impairment tests may occur more frequently and be based on more negative assumptions and future cash flow projections, and may result in an impairment of goodwill. An impairment may result in a material charge to AllianceBernstein's earnings.

AllianceBernstein's business is dependent on investment advisory, selling and distribution agreements that are subject to termination or non-renewal on short notice.

        AllianceBernstein derives most of its 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, Inc., an indirect wholly owned subsidiary of AllianceBernstein that services retail clients and distributes company-sponsored mutual funds, 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

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significant increase in redemption rates, could have a material adverse effect on AllianceBernstein's results of operations and business prospects.

        Furthermore, the investment management agreements pursuant to which AllianceBernstein manages the U.S. funds must be renewed and approved by the funds' boards of directors annually. Significantly more than a 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 AllianceBernstein.

AllianceBernstein's ability to establish new client relationships and maintain existing ones is partly dependent on AllianceBernstein's relationships with various financial intermediaries and consultants that are not obligated to continue to work with AllianceBernstein.

        AllianceBernstein's ability to market its retail products and services, sub-advisory services and certain other investment services is partly dependent on AllianceBernstein's access to securities firms, brokers, banks and other intermediaries. These intermediaries generally offer their clients investment products that compete with AllianceBernstein's products. In addition, certain institutional investors rely on consultants to advise them on choosing an investment adviser, and currently, some of AllianceBernstein's core equities services are not considered among the best choices by consultants. For example, in previous years a number of investment consultants advised their clients to move their assets invested with AllianceBernstein to other investment advisers, which contributed to significant net outflows. This trend may continue. Also, AllianceBernstein's private client services group relies on referrals from financial planners, registered investment advisers and other professionals. AllianceBernstein cannot be certain that it 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 AllianceBernstein's results of operations and business prospects.

AllianceBernstein may be unable to continue to attract, motivate and retain key personnel, and the cost to retain key personnel could put pressure on AllianceBernstein's operating margin.

        AllianceBernstein's business depends on its ability to attract, motivate and retain highly skilled, and often highly specialized, technical, managerial and executive personnel; there can be no assurance that AllianceBernstein will be able to do so.

        The market for qualified research analysts, portfolio managers, financial advisors, traders and other professionals is extremely competitive and is characterized by frequent movement of these investment professionals among different firms. In 2012, some of AllianceBernstein's senior professionals left the firm; additional departures may occur. Portfolio managers and financial advisors often maintain strong, personal relationships with their clients so their departure has caused, and may continue to cause, AllianceBernstein to lose client accounts, which could have a material adverse effect on AllianceBernstein's results of operations and business prospects.

        If AllianceBernstein's revenues continue to decline during 2013, it will place significant added pressure on AllianceBernstein's ability to pay its employees at competitive levels. As a result, AllianceBernstein will continue to be vigilant about scaling AllianceBernstein's cost structure (including headcount) to AllianceBernstein's revenue base. See "Compensation Discussion and Analysis" below.

        AllianceBernstein's operating margin may decline if it increases compensation to retain key personnel without a commensurate increase in revenues.

Performance-based fee arrangements with AllianceBernstein's clients cause greater fluctuations in AllianceBernstein's revenues.

        AllianceBernstein sometimes charges its clients performance-based fees for certain services. For these services, AllianceBernstein charges a base advisory fee and is eligible to earn an additional

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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. 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 AllianceBernstein can collect future performance-based fees. Therefore, if AllianceBernstein fails to achieve the performance target for a particular period, AllianceBernstein will not earn a performance-based fee for that period and, for accounts with a high-watermark provision, AllianceBernstein's ability to earn future performance-based fees will be impaired.

        AllianceBernstein is eligible to earn performance-based fees on approximately 8% of the assets AllianceBernstein manages for institutional clients and approximately 3% of the assets AllianceBernstein manages for private clients (in total, approximately 4% of AllianceBernstein's company-wide AUM). If the percentage of AllianceBernstein's AUM subject to performance-based fees grows, seasonality and volatility of revenue and earnings are likely to become more significant. AllianceBernstein's performance-based fees in 2012, 2011 and 2010 were $66.6 million (including $39.6 million pertaining to winding up the PPIP fund), $16.5 million and $20.5 million, respectively.

AllianceBernstein may engage in strategic transactions that could pose risks.

        As part of AllianceBernstein's business strategy, AllianceBernstein considers 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:

•

adverse effects on AllianceBernstein's earnings if acquired intangible assets or goodwill become impaired;



•

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



•

potential disputes with counterparties.

        Acquisitions also pose the risk that any business AllianceBernstein acquires may lose customers or employees or could underperform relative to expectations. Acquisitions also present significant risks as to the ability of AllianceBernstein to integrate the acquired business with AllianceBernstein's operations. Additionally, the acquisition of investment personnel poses the risk that AllianceBernstein may lose the AUM AllianceBernstein expected to manage, which could adversely affect AllianceBernstein's results of operations. Furthermore, strategic transactions may require AllianceBernstein to increase its leverage or, if AllianceBernstein issues AllianceBernstein limited partnership units, would dilute the holdings of AllianceBernstein existing Unitholders. These risks are inherent in AllianceBernstein's acquisition of W.P. Stewart. There can be no assurance that AllianceBernstein will manage successfully these risks.

Because many of AllianceBernstein's 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 AllianceBernstein's reported financial results from one period to the next.

        Although significant portions of AllianceBernstein's net revenues and expenses, as well as AllianceBernstein's AUM, are presently derived from the United States, AllianceBernstein has 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 AllianceBernstein's reported financial results from one period to the next. AllianceBernstein may not be successful in its efforts to hedge AllianceBernstein's exposure to such fluctuations, which could have a negative effect on AllianceBernstein's reported financial results.

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Despite AllianceBernstein's efforts to manage exposures from principal positions taken by AllianceBernstein sell-side business, these positions are subject to market risk.

        Bernstein Research Services may use the AllianceBernstein's capital to facilitate customer transactions, primarily relating to trading activities in listed options. The resulting principal positions are exposed to market risk. AllianceBernstein seeks 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. AllianceBernstein's 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 AllianceBernstein employs and the related judgments AllianceBernstein makes cannot anticipate every possible economic and financial circumstance and outcome. Consequently, AllianceBernstein may incur losses, which would require AllianceBernstein to increase its regulatory capital and could adversely affect AllianceBernstein's results of operations.

AllianceBernstein's seed capital investments are subject to market risk. While AllianceBernstein enters into various futures, forward and swap contracts to economically hedge certain of these investments, AllianceBernstein also may be exposed to market risk and credit-related losses in the event of non-performance by counterparties to these derivative instruments.

        AllianceBernstein has a seed investment program for the purpose of sponsoring new products. As AllianceBernstein's new product launches have increased in recent years, so too has AllianceBernstein's use of seed capital for investment purposes. These seed capital investments are subject to market risk. AllianceBernstein's risk management team oversees a seed hedging program that attempts to minimize this risk, subject to practical and cost considerations. Also, not all seed investments are deemed appropriate to hedge, and in those cases AllianceBernstein is exposed to market risk. As a result, volatility in the capital markets may cause significant changes in AllianceBernstein's period-to-period financial and operating results.

        AllianceBernstein uses various derivative instruments, including futures, forward and swap contracts, in conjunction with AllianceBernstein's seed hedging program. While in most cases broad market risks are hedged, AllianceBernstein's hedges are imperfect and some market risk remains. In addition, AllianceBernstein's use of derivatives results in counterparty risk (i.e., the risk that AllianceBernstein may be exposed to credit-related losses in the event of non-performance by counterparties to these derivative instruments), regulatory risk (e.g., short selling restrictions) and cash/synthetic basis risk (i.e., the risk that the underlying positions do not move identically to the related derivative instruments).

The individuals, counterparties or issuers on which AllianceBernstein relies in the course of performing services for AllianceBernstein or its clients may be unable or unwilling to honor their contractual obligations to AllianceBernstein.

        AllianceBernstein relies on various third party counterparties and other vendors to fulfill their obligations to AllianceBernstein, 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 during the second quarter of 2012, may cause AllianceBernstein's counterparties and other vendors to experience significant cash flow problems or even render them insolvent, which may expose AllianceBernstein to significant costs.

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AllianceBernstein may not accurately value the securities AllianceBernstein holds on behalf of its clients or AllianceBernstein's company investments.

        In accordance with applicable regulatory requirements, contractual obligations or client direction, AllianceBernstein employs procedures for the pricing and valuation of securities and other positions held in client accounts or for company investments. AllianceBernstein has established a Valuation Committee, composed of senior officers and employees, which oversees pricing controls and valuation processes. If 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 AllianceBernstein's failure to adequately consider one or more factors when fair valuing a security based on information with limited market observability could result in AllianceBernstein's failing to properly value securities it holds for its clients or investments accounted for on AllianceBernstein's balance sheet. Improper valuation would likely result in AllianceBernstein's basing fee calculations on inaccurate AUM figures, AllianceBernstein's striking incorrect net asset values for company-sponsored mutual funds or hedge funds or, in the case of company investments, AllianceBernstein's inaccurately calculating and reporting AllianceBernstein's financial condition and operating results. Although the overall percentage of AllianceBernstein's AUM that AllianceBernstein's fair value based on information with limited market observability is not significant, inaccurate fair value determinations can harm AllianceBernstein's clients, create regulatory issues and damage AllianceBernstein's reputation.

AllianceBernstein may not have sufficient information to confirm or review the accuracy of valuations provided to AllianceBernstein by underlying external managers for the funds in which certain of AllianceBernstein's alternative investment products invest.

        Certain of AllianceBernstein's alternative investment services invest in funds managed by external managers, or External Managers, rather than investing directly in securities and other instruments. As a result, AllianceBernstein's abilities will be limited with regard to (i) monitoring such investments, (ii) regularly obtaining complete, accurate and current information with respect to such investments and (iii) exercising control over such investments. Accordingly, AllianceBernstein may not have sufficient information to confirm or review the accuracy of valuations provided to AllianceBernstein by External Managers. In addition, AllianceBernstein 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 AllianceBernstein's alternative investment products to losses and cause damage to AllianceBernstein's reputation.

The quantitative models AllianceBernstein uses in certain of AllianceBernstein's investment services may contain errors, resulting in imprecise risk assessments and unintended output.

        AllianceBernstein uses quantitative models in a variety of its investment services, generally in combination with fundamental research. AllianceBernstein's quantitative models are validated by senior quantitative professionals. In 2010, AllianceBernstein formed AllianceBernstein's 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 AllianceBernstein's controls could fail to detect such errors. Failure to detect errors could result in client losses and damage to AllianceBernstein's reputation.

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Unpredictable events, including natural disaster, dangerous weather conditions, technology failure, terrorist attack and political unrest, may adversely affect AllianceBernstein's ability to conduct business.

        War, terrorist attack, political unrest in the Middle East, the Pacific Rim and elsewhere, power failure, climate change, natural disaster and rapid spread of infectious diseases could interrupt AllianceBernstein's operations by:

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causing disruptions in global economic conditions, thereby decreasing investor confidence and making investment products generally less attractive;



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inflicting loss of life;



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triggering massive technology failures or delays; and



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

        Despite the contingency plans and facilities AllianceBernstein has in place, including system security measures, information back-up and disaster recovery processes, AllianceBernstein's ability to conduct business may be adversely affected by a disruption in the infrastructure that supports AllianceBernstein's operations and the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services AllianceBernstein may use or third parties with which AllianceBernstein conducts business. If a disruption occurs in one location and AllianceBernstein's employees in that location are unable to occupy AllianceBernstein's offices or communicate with or travel to other locations, AllianceBernstein's ability to conduct business with and on behalf of AllianceBernstein's clients may suffer, and AllianceBernstein may not be able to successfully implement contingency plans that depend on communication or travel. Furthermore, unauthorized access to AllianceBernstein's systems as a result of a security breach, the failure of AllianceBernstein's systems, or the loss of data could give rise to legal proceedings or regulatory penalties under laws protecting the privacy of personal information, disrupt operations, and damage AllianceBernstein's reputation.

        AllianceBernstein's 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 AllianceBernstein's operations, adversely affect AllianceBernstein's financial condition, results of operations and business prospects. In addition, AllianceBernstein's property and business interruption insurance may not be adequate to compensate AllianceBernstein for all losses, failures, or breaches that may occur.

AllianceBernstein is highly dependent on various software applications, technologies and other systems for AllianceBernstein's business to function properly and to safeguard confidential information; any significant limitation, failure or security breach of these systems could constrain AllianceBernstein's operations.

        AllianceBernstein utilizes software and related technologies throughout its business, including both proprietary systems and those provided by outside vendors. AllianceBernstein uses its technology to, among other things, obtain securities pricing information, process client transactions, and provide reports and other customer services to the clients of the funds AllianceBernstein manages. Although AllianceBernstein takes protective measures, including measures to effectively secure information through system security technology and established and tested business continuity plans, AllianceBernstein may experience system delays and interruptions as a result of natural disasters, power failures, acts of war and third-party failures. AllianceBernstein cannot predict with certainty all of the adverse effects that could result from AllianceBernstein's failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. 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 AllianceBernstein's

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reputation, exposure to disciplinary action and liability to AllianceBernstein's clients. Accordingly, potential system failures and the cost necessary to correct those failures could have a material adverse effect on AllianceBernstein's results of operations and business prospects.

        In addition, AllianceBernstein could be subject to losses if AllianceBernstein fails to properly safeguard sensitive and confidential information. As part of AllianceBernstein's normal operations, AllianceBernstein maintains and transmits confidential information about its clients as well as proprietary information relating to its business operations. Although AllianceBernstein takes protective measures, AllianceBernstein's systems still could be vulnerable to unauthorized access, computer viruses or other events that have a security impact, such as an authorized employee or vendor inadvertently or intentionally causing AllianceBernstein to release confidential or proprietary information. Such disclosure could, among other things, allow competitors access to AllianceBernstein's proprietary business information and require significant time and expense to investigate and remediate the breach. Moreover, loss of confidential client information could harm AllianceBernstein's reputation and subject AllianceBernstein to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues.

        Also, although AllianceBernstein takes precautions to password protect and encrypt AllianceBernstein's laptops and other mobile electronic hardware, if such hardware is stolen, misplaced or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions. Most of the software applications that AllianceBernstein uses in its business are licensed from, and supported, upgraded and maintained by, third-party vendors. A suspension or termination of certain of these licenses or the related support, upgrades and maintenance could cause temporary system delays or interruption. In addition, technology rapidly evolves and AllianceBernstein cannot guarantee that AllianceBernstein's competitors may not implement more advanced technology platforms for their products and services, which may place AllianceBernstein at a competitive disadvantage and adversely affect AllianceBernstein's results of operations and business prospects.

AllianceBernstein's own operational failures or those of third parties AllianceBernstein relies on, including failures arising out of human error, could disrupt AllianceBernstein's business, damage AllianceBernstein's reputation and reduce AllianceBernstein's revenues.

        Weaknesses or failures in AllianceBernstein's internal processes or systems could lead to disruption of AllianceBernstein's operations, liability to clients, exposure to disciplinary action or harm to AllianceBernstein's reputation. AllianceBernstein's business is highly dependent on its 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.

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

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AllianceBernstein may not always successfully manage actual and potential conflicts of interest that arise in AllianceBernstein's business.

        AllianceBernstein increasingly must manage actual and potential conflicts of interest, including situations where AllianceBernstein's services to a particular client conflict, or are perceived to conflict, with the interests of another client, as well as situations where certain of AllianceBernstein's employees have access to material non-public information that may not be shared with all employees of AllianceBernstein. Failure to adequately address potential conflicts of interest could adversely affect AllianceBernstein's reputation, results of operations and business prospects.

        AllianceBernstein has procedures and controls that are designed to identify and mitigate conflicts of interest, including those designed to prevent the improper sharing of information. However, appropriately managing conflicts of interest is complex and difficult. AllianceBernstein's reputation could be damaged and the willingness of clients to enter into transactions in which such a conflict might arise may be affected if AllianceBernstein fails, 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 AllianceBernstein charges for brokerage transactions have declined significantly over the last several years, and declines may 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 significant 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 LLC, SCBL and Sanford C. Bernstein (Hong Kong) Limited, collectively, SCB, has declined over the last several years. In addition, fee rates charged by SCB and other brokers for traditional brokerage services have also historically experienced price pressure, and AllianceBernstein expects 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.

AllianceBernstein's insurance policies may be insufficient to protect AllianceBernstein against large losses.

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

AllianceBernstein's business is subject to pervasive, complex and frequently evolving 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 AllianceBernstein's business are subject to federal and state laws and regulations, rules of securities regulators and exchanges, and laws and regulations in the foreign jurisdictions in which AllianceBernstein's subsidiaries conduct business. If AllianceBernstein violates these laws or regulations, AllianceBernstein could be subject to civil liability, criminal liability or sanction, including revocation of AllianceBernstein's and its subsidiaries' professional licenses or registrations, revocation of the licenses of AllianceBernstein's employees, censures, fines, or temporary suspension or permanent bar from conducting business. Any such liability or sanction could have a material adverse effect on AllianceBernstein's 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 substantial expenditures of time and money.

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        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 AllianceBernstein's ability to market, distribute, or register investment products in their respective markets. These local requirements could increase the expenses AllianceBernstein incurs in a specific jurisdiction without any corresponding increase in revenues from operating in the jurisdiction.

        In addition, there is uncertainty associated with the regulatory environments in which AllianceBernstein operates, including uncertainty created by the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act. The Dodd-Frank Act fundamentally changed the U.S. financial regulatory landscape and may impose additional restrictions and limitations on AllianceBernstein's business as the various rules and regulations required for implementation continue to be adopted.

Changes to the rules governing fees payable under Rule 12b-1 of the Investment Company Act may affect the revenues AllianceBernstein derives from its Retail Services.

        In July 2010, the SEC proposed a new rule and rule amendments to the Rule 12b-1 of the Investment Company Act that would alter distribution and service fees for the distribution and sale of a U.S. open-ended fund's shares, or 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 AllianceBernstein receives 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.

        AllianceBernstein competes on the basis of a number of factors, including AllianceBernstein's array of investment services, AllianceBernstein's investment performance for its clients, innovation, reputation and price. By having a global presence, AllianceBernstein may face competitors with more experience and more established relationships with clients, regulators and industry participants in the relevant market, which could adversely affect AllianceBernstein's ability to expand. Furthermore, AllianceBernstein's underperformance in certain of AllianceBernstein's core equities services during 2012 may place continued pressure on AllianceBernstein's flows during 2013, which may make it more difficult for AllianceBernstein to compete effectively.

AllianceBernstein is 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 AllianceBernstein's financial condition, results of operations and business prospects.

        AllianceBernstein is involved in various matters, including regulatory inquiries, administrative proceedings and litigation, some of which allege significant damages, and AllianceBernstein may be involved in additional matters in the future. Litigation is subject to significant uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, the litigation is in its early stages, or when the litigation is highly complex or broad in scope.

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The partnership structure of AllianceBernstein Holding L.P., or 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.

        AllianceBernstein Corporation, or 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 AllianceBernstein's 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 Life Insurance Company, or 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 AllianceBernstein's Corporate Secretary (corporate_secretary@alliancebernstein.com).

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, or PTP, for federal income tax purposes. Holding is also subject to the 4.0% New York City unincorporated business tax, or UBT, net of credits for UBT paid by AllianceBernstein. In order to preserve Holding's status as a "grandfathered" PTP 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" includes 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

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subject to taxes in the foreign jurisdiction where they are located. As AllianceBernstein's business increasingly operates in countries other than the U.S., AllianceBernstein's effective tax rate is expected to increase over time because AllianceBernstein's 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, 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 PTP and would become subject to corporate income tax as set forth above.

        In years prior to 2010, Congress proposed tax legislation that would cause 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 investment management services through its ownership interest in AllianceBernstein. The legislation, in the form proposed, would not have affected Holding's tax status. Also, this proposed legislation would not have affected AllianceBernstein because it is a private partnership.

        In addition, recent decisions by members of Congress and their staffs regarding the need for fundamental tax reform and possible tax law changes to raise additional revenue have included suggestions that all large partnerships (which would include both AllianceBernstein and Holding) be taxed as corporations. However, AllianceBernstein cannot predict whether, or in what form, tax legislation will be proposed in the future, and AllianceBernstein is unable to determine what effect any new legislation might have on AllianceBernstein. If Holding and AllianceBernstein were to lose their federal tax status as partnerships, they would be subject to corporate income tax, which would reduce materially their net income and quarterly distributions to Unitholders.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they do not materialize or prove incorrect, could cause the results of AllianceBernstein or the combined company to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements generally are identified by words such as "may," "will," "project," "might," "expects," "anticipates," "believes," "intends," "estimates," "should," "could," "would," "strategy," "plan," "continue," "pursue," or the negative of these words or other words or expressions of similar meaning. All statements made by AllianceBernstein relating to AllianceBernstein or the combined company other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include, but are not limited to, statements about: the performance of financial markets, the investment performance of sponsored investment products and separately managed accounts, general economic conditions, industry trends, future acquisitions, competitive conditions and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly traded partnerships are taxed, future financial and operating results, plans, expectations, timing of achieving positive cash flow, potential revenue, assets under management and profits of the combined company, the benefits of the proposed merger, costs and expenses, interest rates, outcome of contingencies, business strategies and cost savings; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings, approvals and the closing related to the merger; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the risk that the merger may not close on the expected schedule or at all, including the risk that the required W.P. Stewart stockholder approval for the merger and related transactions may not be obtained; the possibility that expected synergies and cost savings will not be obtained or that litigation may delay the merger; the difficulty of integrating the business of the two companies; changes in economic conditions; the ability to obtain regulatory approvals and meet other closing conditions to the merger; and other risks and uncertainties described in the section entitled "Risk Factors." You should note that the discussion of AllianceBernstein's reasons for the merger contains forward-looking statements that describe beliefs, assumptions and estimates as of the indicated dates and those forward-looking expectations may have changed as of the date of this proxy statement/prospectus.

        The forward-looking statements referred to in the preceding paragraph include statements regarding:

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AllianceBernstein's financial condition and ability to issue public and private debt providing adequate liquidity for its general business needs:  AllianceBernstein's financial condition is dependent on AllianceBernstein's cash flow from operations, which is subject to the performance of the capital markets, AllianceBernstein's ability to maintain and grow client assets under management and other factors beyond AllianceBernstein's control. AllianceBernstein's ability to issue public and private debt on reasonable terms, as well as the market for such debt or equity, may be limited by adverse market conditions, AllianceBernstein's long-term credit ratings, AllianceBernstein's profitability and changes in government regulations, including tax rates and interest rates.



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The outcome of litigation:  Litigation is inherently unpredictable, and excessive damage awards do occur. Though AllianceBernstein has stated that it does not expect certain legal proceedings to have a material adverse effect on AllianceBernstein's results of operations, financial condition or liquidity, any settlement or judgment with respect to a legal proceeding could be significant, and could have such an effect.

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AllianceBernstein's determination that adjusted employee compensation expense should not exceed 50% of AllianceBernstein's adjusted revenues:  Aggregate employee compensation reflects employee performance and competitive compensation levels. Fluctuations in AllianceBernstein's revenues and/or changes in competitive compensation levels could result in adjusted employee compensation expense being higher than 50% of AllianceBernstein's adjusted revenues.



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AllianceBernstein's anticipation that cumulative write-offs relating to AllianceBernstein's global real estate consolidation program targeting approximately 510,000 square feet of office space will remain in AllianceBernstein's previously announced range of $225 million to $250 million:  Any charges AllianceBernstein records are based on AllianceBernstein's current assumptions regarding sublease marketing periods, costs to prepare the properties to market, market rental rates, broker commissions and subtenant allowances/incentives, all of which are factors largely beyond AllianceBernstein's control. If AllianceBernstein's assumptions prove to be incorrect, AllianceBernstein may be forced to record additional charges beyond AllianceBernstein's previously announced range of $225 million to $250 million.



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AllianceBernstein's belief that the cash flow Holding realizes from its investment in AllianceBernstein will provide Holding with the resources necessary to meet its financial obligations:  Holding's cash flow is dependent on the quarterly cash distributions it receives from AllianceBernstein. Accordingly, Holding's ability to meet its financial obligations is dependent on AllianceBernstein's cash flow from its operations, which is subject to the performance of the capital markets and other factors beyond AllianceBernstein's control.



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The possible impairment of goodwill in the future:  As a result of increased economic uncertainty and current market dynamics, determining whether an impairment of the goodwill asset exists requires management to exercise significant judgment. In addition, to the extent that securities valuations are depressed for prolonged periods of time and market conditions worsen, or if AllianceBernstein experiences significant net redemptions, AllianceBernstein's assets under management, revenues, profitability and unit price may be adversely affected. Although the price of a Holding Unit is just one factor in the calculation of fair value, if current Holding Unit price levels decline significantly, reaching the conclusion that fair value exceeds carrying value will, over time, become more difficult. As a result, subsequent impairment tests may occur more frequently and be based on more negative assumptions and future cash flow projections, and may result in an impairment of goodwill. Any impairment could reduce materially the recorded amount of this asset, with a corresponding charge to AllianceBernstein's earnings.



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AllianceBernstein's anticipation that the proposed Rule 12b-1 fees-related rule changes will not have a material effect on AllianceBernstein:  AllianceBernstein cannot predict the impact of this rule change, which 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.



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The possibility that AllianceBernstein will engage in open market purchases of Holding Units to help fund anticipated obligations under AllianceBernstein's incentive compensation award program:  The number of Holding Units AllianceBernstein may decide to buy in future periods, if any, to help fund incentive compensation awards is dependent upon various factors, some of which are beyond AllianceBernstein's control, including the fluctuation in the price of a Holding Unit (NYSE: AB) and the availability of cash to make these purchases.



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The pipeline of new institutional mandates not yet funded:  Before they are funded, institutional mandates do not represent legally binding commitments to fund and, accordingly, the possibility exists that not all mandates will be funded in the amounts and at the times currently anticipated, or that mandates ultimately will not be funded.

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        If any of these risks or uncertainties materialize or any of these assumptions prove incorrect, the results of AllianceBernstein or the combined company could differ materially from the expectations in these statements. The forward-looking statements included in this proxy statement/prospectus are made only as of the date of this proxy statement/prospectus, and AllianceBernstein is not under any obligation to update its forward-looking statements and does not intend to do so.

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THE COMPANIES

ALLIANCEBERNSTEIN

        As used in this section, the words "we" and "our" and the "firm" refer collectively to AllianceBernstein L.P. and its subsidiaries ("AllianceBernstein"), or to their officers and employees. Similarly, the word "company" refers to AllianceBernstein. We use "global" in this section to refer to all nations, including the United States; we use "international" or "non-U.S." to refer to nations other than the United States. We use "emerging markets" in this section to refer to countries included in the Morgan Stanley Capital International ("MSCI") emerging markets index, which are, as of December 31, 2012, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Morocco, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand and Turkey. We use the term "hedge funds" in this section to refer to private investment funds we sponsor that utilize various alternative strategies such as leverage, short selling of securities, and the use of forward contracts, currency options and other derivatives.

Business

Overview

        AllianceBernstein is an investment adviser registered with the SEC under the Investment Advisers Act of 1940. AllianceBernstein provides management services for many of the largest U.S. public and private employee benefit plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide.

        Additional information regarding AllianceBernstein is contained in AllianceBernstein's filings with the SEC.

        AllianceBernstein's principal executive offices are located at 1345 Avenue of the Americas, New York, NY 10105. AllianceBernstein's telephone number is (212) 969-1000.

General

Mission

        Our firm's mission is to be the most trusted investment firm in the world by placing our clients' interests first and foremost, utilizing our research capabilities to have more knowledge than any other investment firm, and using and sharing knowledge better than our competitors to help our clients achieve financial peace of mind and investment success.

Clients

        AllianceBernstein provides research, diversified investment management and related services globally to a broad range of clients, including:

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institutional clients, including unaffiliated corporate and public employee pension funds, endowment funds, domestic and foreign institutions and governments, and various affiliates;



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retail clients, including U.S. and offshore mutual funds, variable annuities, insurance products and sub-advisory relationships;



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private clients, including high-net-worth individuals, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities; and



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institutional investors seeking high-quality research, portfolio strategy advice and brokerage-related services.

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        We also provide distribution, shareholder servicing and administrative services to our sponsored mutual funds.

Research

        Our high-quality, in-depth research is the foundation of our business. We believe that our global team of research professionals gives us a competitive advantage in achieving investment success for our clients.

        Our research disciplines include fundamental, quantitative and economic research and currency forecasting. In addition, we have several specialized research initiatives, including research examining global strategic developments that can affect multiple industries and geographies.

Products and Services

        We offer a broad range of investment products and services to our clients:

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To our institutional clients, we offer separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles ("Institutional Services");



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To our retail clients, we offer retail mutual funds sponsored by AllianceBernstein and our subsidiaries, sub-advisory services to mutual funds sponsored by third parties, separately managed account programs sponsored by financial intermediaries worldwide ("Separately Managed Account Programs") and other investment vehicles (collectively, "Retail Services");



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To our private clients, we offer diversified investment management services through separately managed accounts, hedge funds, mutual funds and other investment vehicles ("Private Client Services"); and



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To institutional investors, we offer research, portfolio strategy advice and brokerage-related services ("Bernstein Research Services").

        These services are provided by teams of investment professionals with significant expertise in their respective disciplines (see"Employees"). Our buy-side research analysts support our portfolio managers and, together, they oversee a number of different types of investment services within various vehicles (discussed above) and strategies (discussed below). Our sell-side research analysts provide the foundation for our Bernstein Research Services.

        Our services include:

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Value equities, generally targeting stocks that are out of favor and considered undervalued;



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Growth equities, generally targeting stocks with under-appreciated growth potential;



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Fixed income securities, including taxable and tax-exempt securities;



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Blend strategies, combining style-pure investment components with systematic rebalancing;



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Passive management, including index and enhanced index strategies;



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Alternative investments, including hedge funds, fund of funds, currency management strategies and private equity (e.g., direct real estate investing); and



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Asset allocation services, including dynamic asset allocation, customized target date funds, target risk funds and other strategies tailored to help clients meet their investment goals.

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        Sub-advisory client mandates span our investment strategies, including value, growth, fixed income and blend. We serve as sub-adviser for retail mutual funds, insurance products, retirement platforms and institutional investment products.

        We provide our services using various investment disciplines, including market capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-, intermediate- and short-duration debt securities), and geographic location (e.g., U.S., international, global and emerging markets), as well as local and regional disciplines in major markets around the world.

        We market and distribute alternative investment products globally to high-net-worth clients and institutional investors. Alternative product AUM totaled $11.6 billion as of December 31, 2012, $9.7 billion of which was institutional AUM, $1.5 billion of which was private client AUM and $0.4 billion of which was retail AUM.

        In 2008, we created a unit called AllianceBernstein Defined Contribution Investments ("ABDC") focused on expanding our firm's capabilities in the defined contribution ("DC") market. ABDC seeks to provide the most effective DC investment solutions in the industry, as measured by product features, reliability, cost and flexibility, to meet specialized client needs by integrating research and investment design, product strategy, strategic partnerships (e.g., record-keeper partnerships and operations collaboration), and client implementation and service. In November 2010, we introduced Lifetime Income Strategies (formerly known as Secure Retirement Strategies, "LIS"), a multi-manager target-date solution. LIS provides guaranteed lifetime retirement income backed by multiple insurers to participants of large DC plans. We had our first LIS client funding during the second quarter of 2012 and are in discussions with additional plan sponsors to introduce LIS in their plans in 2013.

        As of December 31, 2012, our DC assets under management, which are distributed in all three of our buy-side distribution channels, totaled approximately $26.0 billion.

Global Reach

        We serve clients in major global markets through operations in 44 cities in 22 countries. Our client base includes investors throughout the Americas, Europe, Asia, Africa and Australia. We utilize an integrated global investment platform that provides our clients with access to local (country-specific), international, and global research and investment strategies.

        Assets under management by client domicile and investment service as of December 31, 2012, 2011 and 2010 were as follows:

By Client Domicile ($ in billions):

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By Investment Service ($ in billions):

Revenues

        We earn revenues primarily by charging fees for managing the investment assets of, and providing research to, our clients.

        We generally calculate investment advisory fees as a percentage of the value of AUM at a specific date or as a percentage of the value of average AUM for the applicable billing period, with these percentages varying by type of investment service, size of account and total amount of assets we manage for a particular client. Accordingly, fee income generally increases or decreases as AUM increase or decrease. Increases in AUM generally result from market appreciation, positive investment performance for clients, net asset inflows from new and existing clients, or acquisitions. Similarly, decreases in AUM generally result from market depreciation, negative investment performance for clients, or net asset outflows due to client redemptions, account terminations or asset withdrawals.

        We are eligible to earn performance-based fees on some alternative investment services, including hedge fund services, as well as some long-only services provided to our institutional clients. For these services, 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. 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 our 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. 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 2012, 2011 and 2010 were $66.6 million (including $39.6 million pertaining to winding up the Public-Private Investment Program ("PPIP") fund, $16.5 million and $20.5 million, respectively.

        We sometimes experience periods when the number of new accounts or the amount of AUM increases or decreases significantly. These changes result from wide-ranging factors, including conditions of financial markets, our investment performance for clients, the experience of the portfolio manager (both with our firm and in the industry generally), the client's overall relationship with us, consultant recommendations, and changes in our clients' investment preferences, risk tolerances and liquidity needs.

        Our Bernstein Research Services generate revenues from clients to whom we provide research, portfolio strategy advice and brokerage-related services, primarily in the form of transaction fees calculated as either "cents per share" (generally in the U.S. market) or a percentage of the value of the securities traded (generally outside of the U.S.) for these clients.

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        Our revenues may fluctuate for a number of reasons; see "Risk Factors" and "The Companies—AllianceBernstein—Management's Discussion and Analysis."

Employees

        Our firm's 3,318 full-time employees as of December 31, 2012, who are located in 22 countries, include 261 research analysts, 136 portfolio managers, 34 traders and 14 professionals with other investment-related responsibilities. We have employed these professionals for an average period of approximately nine years, and their average investment experience is approximately 18 years. We consider our employee relations to be good.

Institutional Services

        We serve our institutional clients primarily through AllianceBernstein Institutional Investments, a unit of AllianceBernstein, and through other units in our international subsidiaries (institutional relationships of less than $25 million are generally serviced by Bernstein GWM, our Private Client channel,discussed below). Institutional Services include actively managed equity accounts (including growth, value and blend accounts), fixed income accounts and balanced accounts (which combine equity and fixed income), as well as passive management of index and enhanced index accounts. These services are provided through separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles. As of December 31, 2012, institutional AUM were $220 billion, or 51% of our company-wide AUM, as compared to $224 billion, or 55%, as of December 31, 2011 and $273 billion, or 57%, as of December 31, 2010. For more information concerning institutional AUM, revenues and fees, see"Assets Under Management, Revenues and Fees" below.

        Our institutional client base includes unaffiliated corporate and public employee pension funds, endowment funds, domestic and foreign institutions and governments, and certain of our affiliates (AXA and its subsidiaries), as well as certain sub-advisory relationships with unaffiliated sponsors of various other investment products. We manage approximately 802 mandates for these clients, which are located in 37 countries.

Retail Services

        We provide investment management and related services to a wide variety of individual retail investors, both in the U.S. and internationally, through retail mutual funds sponsored by our company and our subsidiaries; mutual fund sub-advisory relationships; Separately managed Account Programs; and other investment vehicles ("Retail Products and Services"). As of December 31, 2012, retail AUM were $144 billion, or 34% of our company-wide AUM, as compared to $113 billion, or 28%, as of December 31, 2011 and $127 billion, or 27%, as of December 31, 2010. For more information concerning retail AUM, revenues and fees, see"Assets Under Management, Revenues and Fees" below.

        Our Retail Products and Services are designed to provide disciplined, research-based investments that contribute to a well-diversified investment portfolio. We distribute these products and services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act ("U.S. Funds"), or (ii) not registered under the Investment Company Act and generally not offered to United States persons ("Non-U.S. Funds" and, collectively with the U.S. Funds, "AllianceBernstein Funds"). They provide a broad range of investment options, including local and global value equities, growth equities, blend strategies, fixed income securities and alternative investment products. They also include Separately Managed Account Programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. We also provide distribution, shareholder servicing, and administrative services for our Retail Products and Services.

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        Our U.S. Funds, which include retail funds, our variable products series fund (a component of an insurance product) and the retail share classes of the Sanford C. Bernstein Funds (principally Private Client Services products), currently offer 120 different portfolios to U.S. investors. As of December 31, 2012, retail U.S. Funds AUM were approximately $45 billion, or 31% of total retail AUM, as compared to $41 billion, or 36%, as of December 31, 2011 and $46 billion, or 36%, as of December 31, 2010. Because of the way they are marketed and serviced, we report substantially all of the AUM in the Sanford C. Bernstein Funds ("SCB Funds"), which totaled $28 billion as of December 31, 2012, as private client AUM.

        Our Non-U.S. Funds are distributed internationally by local financial intermediaries to non-U.S. investors in most major international markets by means of distribution agreements. As of December 31, 2012, these funds consisted of 92 different portfolios and AUM in these funds were $60 billion, $6 billion of which was invested in local-market funds that we distribute in Japan through financial intermediaries.

        AllianceBernstein Investments serves as the principal underwriter and distributor of the U.S. Funds. AllianceBernstein Investments employs 118 sales representatives who devote their time to promoting the sale of U.S. Funds and certain other Retail Products and Services offered by financial intermediaries.

        AllianceBernstein (Luxembourg) S.A. ("AllianceBernstein Luxembourg"), a Luxembourg management company and one of our wholly owned subsidiaries, generally serves as the distributor for the Non-U.S. Funds.

        We have an international sales force of 69 sales representatives as of December 31, 2012 who devote some or all of their time to promoting the sale of Non-U.S. Funds and other Retail Products and Services offered by financial intermediaries.

        Our Retail Products and Services include open-end mutual funds designed to fund benefits under variable annuity contracts and variable life insurance policies offered by unaffiliated life insurance companies ("Sub-Advised Variable Products"), and we sub-advise variable product mutual funds sponsored by affiliates. As of December 31, 2012, we managed or sub-advised approximately $33 billion of Sub-Advised Variable Product AUM.

Private Client Services

        Through Bernstein GWM, we provide Private Client Services to high-net-worth individuals, trusts and estates, charitable foundations, partnerships, private and family corporations, and other entities by means of separately managed accounts, hedge funds, mutual funds and other investment vehicles. As of December 31, 2012, private client AUM were $66 billion, or 15% of our company-wide AUM, as compared to $69 billion, or 17%, as of December 31, 2011 and $78 billion, or 16%, as of December 31, 2010. For more information concerning private client AUM, revenues and fees, see"Assets Under Management, Revenues and Fees" below.

        Our Private Client Services are built on a sales effort that involves approximately 253 financial advisors as of December 31, 2012 based in 18 cities in the U.S. These advisors do not manage money, but work with private clients and their tax, legal and other advisors to assist them in determining a suitable mix of U.S. and non-U.S. equity securities and fixed income investments. The diversified portfolio created for each client is intended to maximize after-tax investment returns, in light of the client's individual investment goals, income requirements, risk tolerance, tax situation and other relevant factors. In creating these portfolios, we utilize our research reports, investment planning services, the dynamic asset allocation service and Bernstein GWM, which has in-depth knowledge of trust, estate and tax planning strategies.

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Bernstein Research Services

        Bernstein Research Services consist of fundamental research, quantitative services and brokerage-related services in equities and listed options provided to institutional investors such as pension fund, hedge fund and mutual fund managers, and other institutional investors. Brokerage-related services are provided by SCB LLC in the United States and SCBL primarily in Europe, with research services also provided by Sanford C. Bernstein (Hong Kong) Limited (an indirect wholly owned subsidiary of AllianceBernstein, "SCB Hong Kong"), in Asia. For more information concerning the revenues we derive from Bernstein Research Services, see"Assets Under Management, Revenues and Fees."

        We provide fundamental company and industry research along with disciplined research into securities valuation and factors affecting stock-price movements. Our analysts are consistently among the highest ranked research analysts in industry surveys conducted by third-party organizations.

Assets Under Management, Revenues and Fees

        The following tables summarize our AUM and revenues by distribution channel:

End of Period Assets Under Management

Average Assets Under Management

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Revenues

(1)

Other revenues primarily consist of investment gains (losses) and dividend and interest income.

        AXA and its subsidiaries, whose AUM consist primarily of fixed income investments, together constitute our largest client. Our affiliates represented approximately 25%, 23% and 22% of our company-wide AUM as of December 31, 2012, 2011 and 2010, respectively. We earned approximately 4%, 4% and 5% of our company-wide net revenues from our affiliates in 2012, 2011 and 2010, respectively. Affiliated AUM is included in our Institutions and Retail buy-side distribution channels.

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Institutional Services

        The following tables summarize our Institutional Services AUM and revenues:

Institutional Services Assets Under Management
(by Investment Service)

(1)

Includes index, structured, asset allocation services and certain other alternative investments.

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Revenues from Institutional Services
(by Investment Service)