Sanford C. Bernstein & Co., LLC - ss. 74(1)

Headnote

SANFORD C. BERNSTEIN & CO., LLC

Application for an order pursuant to subsection 74(1) of the Securities Act (Ontario) that certain officers and directors of the applicant are not subject to subsection 25(1) of the Act in connection with the applicant's registration as an adviser in the category of non-Canadian adviser.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1) and 74(1).

Regulations Cited

Regulation made under the Securities act, R.R.O., Reg. 1015, as am., ss. 99(2), 99(3).

Notices Cited

Ontario Securities Commission Notice 35-701 -- Residency Requirements for Advisers and their Partners and Officers.

Rules Cited

Multilateral Instrument 33-109 -- Registration Information.

Ontario Securities Commission Rule 31-505 - Conditions of Registration.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S. 5, AS AMENDED (THE ACT)

AND

REGULATION 1015 UNDER THE SECURITIES ACT,

R.R.O. 1990, AS AMENDED (THE REGULATION)

AND

IN THE MATTER OF

SANFORD C. BERNSTEIN & CO., LLC

ORDER

(Subsection 74(1) of the Act)

UPON the application of Sanford C. Bernstein & Co., LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order (the Order) pursuant to subsection 74(1) of the Act that certain officers of the Applicant are not subject to subsection 25(1) of the Act in connection with the Applicant's registration as an adviser in the category of non-Canadian adviser (investment counsel and portfolio manager) (the NCA Registration) under paragraphs 2 and 3 of section 99 of the Regulation, subject to certain terms and conditions set forth below;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant has its principal place of business at 1345 Avenue of the Americas in New York, New York.

2. The Applicant is currently registered with the Commission as an adviser in the category of non-Canadian adviser (investment counsel and portfolio manager, as a dealer in the category of international dealer and as a commodity trading manager (non-resident).

3. The Applicant is an international wealth management and asset management firm servicing clients in the United States and internationally. The Applicant has approximately 418 employees, including 61 financial advisers.

4. The Applicant has 251 officers.

5. Pursuant to Ontario Securities Commission Notice 35-701 - Residency Requirements for Advisers and their Partners and Officers, a non-Canadian adviser is required to comply fully with the requirements ordinarily applicable to fully registered Ontario advisers, including the requirement of subsection 25(1) of the Act and subsection 2.2(1) of Multilateral Instrument 33-109 -- Registration Information that each officer and director of the Applicant register with the Commission and complete and execute a Form 33-109F4 Registration Information for an Individual (Form 33-109F4). The Applicant will continue to register all of its directors in conjunction with the NCA Registration.

6. Of the Applicant's 251 officers, 228 officers will not be directly involved in the Applicant's advisory activities in Ontario (Non-Counselling Officers). Only 23 officers of the Applicant will be directly involved in the Applicant's Ontario advisory activities.

7. In addition to the registration of all of its directors, the Applicant is proposing to register only those 23 officers who are involved in the Canadian business of the Applicant in Ontario as counselling officers of the Applicant (Counselling Officers) under the NCA Registration. The registration of individuals by the Applicant includes an executive officer as the ultimately responsible person and a chief compliance officer in accordance with section 1.3(2) of Ontario Securities Commission Rule 31-505 - Conditions of Registration.

8. Each applicant as Counselling Officer will complete and execute an application for registration. The Counselling Officers will be the officers of the Applicant who will be directly involved in the Applicant's Canadian advisory activities.

9. In the absence of the requested Order, paragraph (c) of subsection 25(1) of the Act would require that each of the Applicant's officers, including the Applicant's Non-Counselling Officers, register with the Commission as an officer of the Applicant in conjunction with the NCA Registration. These individual registrations would need also to be amended on a constant basis to ensure that current information was on file with the Commission.

10. The requirement that each of the Applicant's Non-Counselling Officers comply with the Adviser Registration Requirement, and, in particular, that each such Non-Counselling Officer complete and execute a Form 33-109F4, would impose an administrative and compliance burden on the Applicant in preparing and processing these applications that would be unduly onerous and disproportionate to the scope of the Applicant's proposed advisory activities in Canada.

AND UPON being satisfied that it could not be prejudicial to the public interest for the Commission to make the requested Order on the basis of the terms and conditions proposed,

IT IS ORDERED pursuant to subsection 74(1) of the Act that each Non-Counselling Officer of the Applicant be exempted from subsection 25(1) of the Act in connection with the NCA Registration, subject to compliance by the Applicant with the following terms and conditions:

(a) That the Applicant cause all of its officers who would be carrying on advisory activities in Ontario to register as Counselling Officers; and

(b) That the Applicant cause any new officers who would be carrying on advisory activities in Ontario, and any Non-Counselling Officers who subsequently become directly involved in advisory activities in Ontario, to register as Counselling Officers.

March 1, 2005.