Good afternoon, everyone, and welcome to our third quarter 2009 earnings review. As a reminder, this conference call is being webcast and is supported by a slide presentation that can be found in the Investor Relations section of our website at www.AllianceBernstein.com/InvestorRelations. Presenting our results today are our Chairman and Chief Executive Officer, Peter Kraus, our Chief Operating Officer, David Steyn, and our Chief Financial Officer, Bob Joseph. I would like to take this opportunity to note that some of the information we present today is forward-looking in nature and is subject to certain SEC rules and regulations regarding disclosure. Our disclosure regarding forward-looking statements can be found on Page 2 of our presentation as well as in the Risk Factors section of our 2008 10-K and third quarter 2009 10-Q, which we filed earlier this afternoon. In light of the SEC's regulation update, management is limited to responding to inquiries from investors and analysts in a non-public forum; therefore, we encourage you all to ask questions of a material nature on this call. And now I'll turn the call over to Peter.

Thanks, Phil. We basically have three points we'd like to identify or highlight in the call today. One is performance, which continues to improve, especially in Fixed Income and in Value Services, but also in the Growth world as well. The second is assets under management increased 11% sequentially and net outflows slowed by a significant percentage - 46%. And third, while operating margins and net income is down versus third quarter '08, they are up sequentially from the second quarter in '09. To turn to a little bit of detail with regard to the performance, we'll first chat about the Value equity space. In Global Value, International Value and U.S. Diversified Value, the January to September numbers are all positive - significantly so - and in the third quarter all positive or neutral. So total performance, for example, in International Value was up 5.2% over the benchmarks for the year, Global Value, 5.9%, U.S. Diversified Value, 1.6% - a positive and very attractive performance for those services. Growth equity, U.S. large cap Growth and GRG have had much better performance and international large cap Growth trails that. U.S. large cap Growth has had positive performance in January to September and significant outperformance in the third quarter of 2009. GRG modestly negative. International large cap Growth has continued to struggle although at a much pace than in the previous year. In the Blend strategies, where you all know we have a significant amount of assets and a very large franchise, Global Blend, International Blend, and in particularly Emerging Markets Blend all outperformed, with Emerging Markets Blend leading that at 700 basis points over the benchmark for the period from January to September and 200 basis points for the quarter. In the Fixed Income space, that investment service has also excelled.…

Thank you, Peter. Just before I talk about the channels, what I'm going to comment on is a little bit more detail on the performance and then the overview of flows, again, with a little bit more detail. And at the risk of being repetitive, I'm going to be developing the themes which we talked about three months at the end of the second quarter because in many senses it is just a deepening, a broadening, a continuation of that story. Let me start with performance. Peter's talked about the performance of our core services, of Value, Growth, Blend and Fixed Income against the index. The improved picture against the index is matched, as you'd expect, with an improved picture against the competition. So, for example, of the three services he mentioned of Value, in Q3 all three are in the top quartile of the Institutional universe against which we measure them. In fact, if you look at our strategic constructions, our most concentrated Value [Services], where the performance premium is particularly pronounced, not only are those three service in the top quartile but two out of those three are in the top decile of performance for Q3 of 2009. Similarly, Fixed Income, three out of three in the top half of performance; one of the three in the top quartile of performance. Now Growth has begun to feature, too. Our Domestic Services, which Peter alluded to one second ago, in the top quartile of universe performance against our competitors. In fact for the third quarter of this year, it's in the top decile. And this improvement in Growth, matched with the improvement or continued improvement of Value, is being reflected in our Blend services - three out of three services in the top half, and our global service 11th…

Thanks, David. So as reported in today's press release and as shown on Slide 14, net income attributable to AllianceBernstein unitholders declined approximately 9% from $220 million for the third quarter of 2008 to $199 million for the third quarter of 2009. Operating income declined by 11%, the result of a 4% decline in net revenues offset partially by a 1% decline in operating expenses. Non-operating income for the current quarter was a one-time $10 million contingent payment related to the sale of our cash management business in 2005 which is incremental to the annual payments that will end in March 2010. In addition, we experienced a decline in the operating partnership's effective tax rate because a higher proportion of our consolidated pre-tax earnings is now being generated from our U.S. operations. This shift will lower the full year 2009 tax rate to approximately 8%. Diluted net income per unit for the public company declined to $0.67 or 2008 compared to the prior year quarter; however, the distribution per unit, which was also $0.67, actually increased by 12% year-over-year since the third quarter 2008 distribution excluded a $35 million insurance reimbursement we received in that quarter. Although not shown on the slide, note that net income attributable to AllianceBernstein unitholders increased by 55% from the second quarter of 2009. Net revenues increased sequentially by 12% while operating expense declined approximately 1%. Likewise, diluted net income and distributions per unit at the public partnership increased 63% sequentially. There's some interesting dynamics affecting the financial results this quarter which we'll cover on the next couple of slides. So turning to Slide 15, net revenues declined by $35 million or 4% compared to the third quarter of 2008 as a $239 million positive variance in investment gains largely offset declines in advisory fees,…

Thanks, Bob. A couple of points I'd like to make before we turn it over to all of you to ask us questions. I think as Bob ably laid out, the controllable revenues for the company, asset management fees and commission revenues and employee compensation, have declined roughly the same percentage when comparing Q3 2009 versus Q3 2008. The decline in relative compensation was driven primarily by headcount reductions - approximately the 20% that David referred to - in headcount from our peak in Q3 2008. Therefore, go forward compensation will include lower fixed costs - obviously, salaries and fringes - as well as variable compensation resulting from a smaller population of bonus pool recipients. These factors together should produce higher operating margins assuming higher revenues in future reporting periods. I'd like to just spend one more second on our initiatives in the real estate side. As many of you have seen, our special opportunities and advisory services group, which recently held an initial investor closing for our PPIP fund, which closing amounted to dollars that were well in excess of the required minimum, is focused on investments in securitized pools of real estate, some of which are distressed. For the PPIP fund, this group is partnered with Greenfield Advisors and Rialto Capital Management, which are providing on the ground expertise and advice regarding real estate factors impacting the value of the structured products and the securities targeted by the investing group. Secondly, as I think you all also know, we've hired two outside professionals - Jay Nydick and Brahm Cramer - to head up our new initiatives in commercial real estate investments for our clients. Jay and Brahm, when he arrives in the first quarter of 2010, will build a business focused on the opportunistic acquisition of ownership interests in real estate. We expect over time this will expand to include Core and Core Plus real estate investments. With that, I'll turn it back over to Phil, who I'm sure will MC the questions.

Okay, Barrett, please provide instructions for the Q&A, and we'll be ready for our first question.

Absolutely. (Operator Instructions) Your first question comes from William Katz – Buckingham Research. William Katz – Buckingham Research: My question is on the Institutional pipeline. You mentioned that you're seeing a little bit of a pickup in the gross sales. I was wondering if you could maybe dimension that between product and geography, where you're seeing the leverage?

Well, the pickup in Institutional activity is pretty broad-based, so I wouldn't really highlight any one country or one region. In terms of product, if there's a bias it's towards fixed income, which I think is sort of consistent both with what our clients are doing in the de-risking which is taking place with pension funds and consistent with the type of performance we've been talking about. So insofar as there's a bias, the bias would be towards fixed income.

I understand the mix issue on the fee rate, but nonetheless you look quarter to quarter, the equities did outperform fixed income. I would have thought there'd have been a bit more of a lift in the fee rate, all else being equal. Can you just maybe talk a little bit about in fixed income how the incremental new business compares on a fee basis relative to the [inaudible] business?

Well, as David mentioned, to answer the second part of the question, since there's more of a bias towards fixed income, those are really where the assets have been growing. And obviously there's also, as you mentioned, a lift in equity AUM that's increasing faster than fixed income because of market activity. I think the whole idea on the fee realization rate is that it's kind of lost in the rounding here. We have seen a slight pickup between the second and third quarters sequentially as a result of the fact that our equity assets under management have appreciated a little bit more quickly than our fixed income assets.

But if I could add to that and drill down a little bit into the fixed income, the realization rates are likely to rise going forward or are rising with what's in the pipeline because some of the significant mandates we have won or are pitching for or working on at the minute are in global and emerging markets capabilities, which have higher fee rates. And, indeed, that trend is not just Institutional. That trend is also reflected in the mutual fund business.

Your next question comes from Robert Lee - Keefe, Bruyette & Woods. Robert Lee - Keefe, Bruyette & Woods: Looking at the Blend strategies, if I think back, that was certainly a big growth driver through most of the last decade, and when you look at the performance since inception it looks like you kind of underperformed benchmarks. How much of the flow pressure that you're feeling is actually coming from those services, and to what degree has, well, it looks like the challenged records since their inception kind of made it problematic to thinking that product won't be an outflow for awhile?

I think the Blend product still is in significant demand around the world, probably larger demand outside the United States than in the United States as non-U.S. investors are slightly less style driven. And so the Blend product really fits in the Core category, and that's an attractive category for our investors. I think a little bit the problem in looking at the end point is that you're including obviously very difficult performance in '08, and I think clients are focused on the significant improvement in '09, the consistency of that improvement, the consistency of the investing process, and actually the divergence - although we would prefer both Value and Growth to be growing at exceptional outperformance at the same time - but the divergence of the performance of Growth and Value, that actually is providing somewhat more comfort. One of the issues that we experienced last year is that Growth and Value both underperformed relatively equally at the same time, which was not the design or the expectation of the product, and that was a bit uncomfortable for clients. So now that actually Growth and Value are effectively producing performance that is different and is not linked and both are outperforming in most cases - although I have to say International large cap Growth is not and that's in the International style Blend product - I think clients actually are feeling better about that prospect. So the growth of the Blend product will, of course, be relative of the performance over time, and it - meaning the Blend product - is likely to outperform less quickly given the speed at which Value is outperforming and the lower speed at which Growth is outperforming. I think we still feel it's a sweet spot for the marketplace. Robert Lee - Keefe, Bruyette & Woods: Looking forward on expenses as we kind of grind through our earnings season here and listen to pretty much all the asset managers reporting, one of the things you hear from a lot the other companies that had expense reductions is there seems to be some thought of, looking forward not that we're there yet but starting to kind of think about loosening the reins a little bit on spending. And certainly you continued, at least through this quarter, to cut and gave us some good guidance about where to start the year, but where are you thinking in terms of assets have come back somewhat, new business seems like it's picking up some, particularly in Fixed Income - are you starting to think about when do we actually start? I mean, are you under investing maybe? Do you feel like maybe you need to start to thinking about reinvesting back in to kind of take care of some of the opportunities you see?

Well, it's a good question, Robert. I think we never actually stopped investing. The fact of the matter is the Special Situations Group or Special Opportunities and Advisory Services, which I mentioned, was a build out. David mentioned the build out in the sell side business. We also are building this real estate business. And so really what we're doing is two things at once. We're continuing to spend money and investment dollars where we think there are interesting opportunities for us to build at, and we are resetting the stage effectively for what we think is leveragable and will produce outsized operating margin on the way up and feel pretty comfortable with that. That was the reason for Bob's detailed explanation about what's going on with expenses and for my sort of summary comments at the end.

Your next question comes from Cynthia Mayer - BAS-ML.

It seems like on flows clients reacted pretty quickly to better performance in Fixed Income with the higher sales, and I'm wondering if you think the old assumption about institutional managers relying on three-year performance really is less reliable at this point. And by implication, if people re-risk and move toward equity, what are the chances that people will really rely on your one-year performance?

That's a difficult question in a way to answer. I think the fixed income dynamics are complex. It's just a response to short-term performance. I think we are seeing some secular shift to increased fixed income exposure by pension funds in many of the markets around the world. Now, by the way, I think that shift has been under way for more than one year, so it's not just a response to the events of the last 12 months. But as pension funds reexamine or reassess the risks they're prepared to take in the pension funds and what the [inaudible] profile should look like, we have seen a shift out of equities and into fixed income. So in that sense the pie has got bigger. We are in a nice position right now, being very competitive in that bigger pie. So I think looking ahead this isn't just a performance story. This is also a client rebalancing story which may have further to go.

Cynthia, I would add to David's comments on the equity side saying that there probably is a little bit of a bipolar personality there. A portion of the world is going to continue to look at, call it three-year track records or some set of annual year track records, but there's also a portion of the world that recognizes that investing is driven by styles at times and everybody has cycles, and if you wait for that cycle to ultimately prove out for three years you may in fact miss some significant opportunities for outperformance. And we're currently reflecting that, in other words, we're currently reflecting significant outperformance in our style, both Growth and Value - more so in Value, as we mentioned. And so I do think that there is some part of the Institutional and individual and retail world that's looking at that and going I don't want to miss that opportunity because it won't last for five years but it may last for three, but if I wait for three, I'm going to miss a big chunk of it.

And then I'm just wondering also within the quarter was there any interesting pattern in terms of flows? It looked like most of your outflows, I think you said, were in July. Did you see any migration toward different strategies toward the end in Retail or Private Clients that would lead you to believe that demand for equity or other strategies is growing or changing?

Let me pick up on that and also sort of develop Peter's point, because in a way [inaudible] description of this as a sort of bipolar marketplace, and in each of our client groupings we see the two different trends happening at the same time. So we have institutions, we have private clients and we have retail clients who are de-risking, and we have institutions, private clients and retail who are re-risking, which is quite interesting dynamic. Insofar as there's any trend within the quarter it would be that as the quarter progressed the themes you've been talking about accelerated a little bit, so there is more debate with private clients about re-risking month by month by month. If we look into the Fixed Income side, Fixed Income sales went up each of the three months of the third quarter. So if there was a pattern it was just, in the same as Q3, develop the themes of Q2 while September developed the themes of August and August developed the themes of July.

(Operator Instructions) Your next question comes from William Katz - Buckingham Research.

First, a very [tactical] question. In terms of venture capital recognition, does any of that get amortized through the P&L? And then the second question is I was wondering if you could size the sub-advise assets you think that might still be at risk for some potential rotation and what the timing of that rebalancing might be?

Let me answer the second quarter first before I hand over to Bob. I think the shifts towards de-risking from the sub-advise channel which we have seen, the pipeline or the trend was identified early on in the year, so it's many clients we've been working with and they've been working with them over the course of the last nine months, and so some assets have moved in each of the quarters. We're certainly not seeing any acceleration of that; on the contrary. I think we're coming to the end of that process. Sort of to Peter's point, I think many sub-advisory clients are beginning to talk about the opportunity which active management now offers in this extraordinary capital market we're operating in today. So there's absolutely no evidence of an acceleration; if anything, on the contrary, what we're seeing is an abatement. But the flows haven't turned around yet.

And, Bill, on your other question, all the holdings of the venture capital fund are really marked to fair value if you will every quarter. There's no amortization prospectively, and it shows up in the investment gains and loss line, 100% of it, because we consolidate that fund. But again, remember, 90% of that comes out on the minority interest line.

Your next question comes from Roger Smith - Fox-Pitt Kelton.

I was just wondering could you tell us what's happening in the pension closeout business? I think the insurance companies were big players there for awhile, and I think that sort of changed for them with their capital issues. Is that something that's a bigger opportunity for you now?

How many hours do you have for that particular discussion? Look, the pension closeout business is a tough one to make any prediction on right now, first of all, for the reason you've just identified, which is there's not an overabundance of capital. The second reason is pension funds by and large are at record underfunded levels, and you can't close anything unless you've restored your funding status and the cost of closing is prohibitive, if you combine all of those three things. So do I think the closeout business is here to stay and will be a factor? Yes. But if anything I would have said right now in this environment it's probably receded a little bit. But the hunger by some clients to close their pension schemes is definitely still there.

I don't want to beat this down, but if I look at the marked-to-market on the prior periods and I'm looking at $11 million this quarter, $16 - $17 million going backwards, how do I kind of think about that from a modeling point of view. Should I really be going up and looking at those investment gains and trying to think of them over some period of time from an amortization perspective?

Well, these are all lagging, right, so this all represents amortization of losses that occurred in prior periods that will runoff over time over the roughly four-year vesting period. So you're right, you do need to look backwards and then sort of project out how you think that's going to run off in the future.

Your last question comes from Cynthia Mayer - BAS-ML.

I think you used to break out performance fees and have a slide on alternative, so I'm assuming that the chance of performance fees in 4Q is not particularly strong but what about for 4Q 2010? What are your alternative assets at this point? Then also just a follow up on the Private Client. You mentioned that you're going to have training classes. Maybe you said this, but could you give a sense of what growth you want in headcount there?

Let me just comment on the alternative space, Cynthia. We have not provided that level of detail. As you know, the level of assets got to the point where we thought it was not that material to all of you. Having said that, performance has been attractive in that spot for us, and we continue to be focused on how we build that out over time. And as that becomes more significant we'll make all that information available to you. But I would say that we're very focused on it. We like that space. We think we've got value-added opportunities there, and that looks to us like an attractive opportunity in the future.

And to the Private Client question, we're not at this point targeting any specific growth rate of advisors. Let me explain why and how we approach this. We've grown the adviser force at the Private Client business dramatically over the last decade. I joined the firm almost 10 years ago, and I think there were less than 100 - there were less than 100 - financial advisors here in the United States. We're verging on 300 advisors. One of the metrics we look at very closely is the speed to productivity, if you want to put it that way, of our new adviser intake, and we sort of manage the increase in the headcount to that. So we'll keep expanding at the rate which the pipeline, if you want to call it, can absorb the new cohorts of advisors which we bring into the classes. If you wanted a rule of thumb moving forward, I think it's hard for any sales force to expand by double-digit net numbers on a sustained basis because it's just very hard to deploy those advisors in a productive way quickly. But there isn't a set target right now as to what the number of financial advisors will be in 12 months' time.

There are no further questions or comments at this time.

Great. Thanks, Barrett, and thanks, everyone, for participating on the call. As always, if you have any further questions, feel free to call Investor Relations. Enjoy the rest of your evening.