Sanford C. Bernstein & Co., LLC - s.  218 of the Regulation

Applicant currently registered as a non-Canadian adviser. Application for an order, pursuant to section 218 of the Regulation, exempting the Applicant from the requirement in section 213 of the Regulation that the Applicant be incorporated, or otherwise formed or created, under the laws of Canada or a province or territory of Canada, in order for the Applicant to be registered under the Act as a dealer in the category of limited market dealer. The order sets out the terms and conditions applicable to a non-resident limited market dealer and a non-Canadian adviser.

Statute Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 26(2).

Regulation Cited

R.R.O. 1990, Regulation 1015, am. to O. Reg. 500/06, ss. 213, 218.

Notice Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(THE ACT)

AND

IN THE MATTER OF

R.R.O. 1990, REGULATION 1015, AS AMENDED

(THE REGULATION)

AND

IN THE MATTER OF

SANFORD C. BERNSTEIN & CO., LLC

ORDER

(Section 218 of the Regulation)

UPON the application (the Application) of Sanford C. Bernstein & Co., LLC (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to section 218 of the Regulation exempting the Applicant from the requirement under section 213 of the Regulation that the Applicant be incorporated, or otherwise formed or created, under the laws of Canada or a province or territory of Canada as a condition of registration under the Act as a dealer in the category of limited market dealer;

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 is a limited liability company organized under the laws of the State of Delaware, U.S.A. The Applicant has its principal place of business at 1345 Avenue of the Americas in New York, New York, U.S.A.

2. The Applicant is registered under the Act as an international dealer and as a non-Canadian adviser. The Applicant is also registered under the Commodity Futures Act (Ontario) as a non-resident commodity trading manager.

3. In connection with the Applicant's registration as a non-Canadian adviser and due to the fact that the Applicant was not at the time of such registration (and continues not to be) a resident in Canada, the Director imposed specific terms and conditions (the Existing Terms and Conditions) on the Applicant's non-Canadian adviser registration pursuant to subsection 26(2) of the Act and as contemplated by Ontario Securities Commission Notice 35-701 Residency Requirements for Advisers and their Partners and Officers.

4. The Applicant has applied to the Commission for registration under the Act as a dealer in the category of limited market dealer, in addition to its existing registrations under the Act as an international dealer and non-Canadian adviser.

5. The Applicant is registered in the United States with the United States Securities and Exchange Commission as a broker-dealer and as an investment adviser. The Applicant is also a member of the Financial Industry Regulatory Authority, formerly the National Association of Securities Dealers.

6. The Applicant is an international wealth management and asset management firm servicing clients in the United States and internationally and engages in the following businesses:

(i) exchange member engaged in floor activities and business other than floor activities;

(ii) broker or dealer making inter-dealer markets in corporate securities over-the-counter;

(iii) broker or dealer retailing corporate equity securities over-the-counter;

(iv) underwriter or selling group participant in corporate securities other than mutual funds;

(v) investment advisory services; and

(vi) commodity trading advisor and commodity pool operator.

7. In connection with its existing registration under the Act as a non-Canadian adviser, and its application for registration under the Act as a dealer in the category of limited market dealer, the Applicant has appointed an agent for service of process that is resident in Ontario and has submitted a completed Form of Submission to Jurisdiction and Appointment of Agent for Service of Process for a Non-Resident Business in the required form. In addition, each of the individuals that is currently registered to act as an adviser on behalf of the Applicant and any individuals that are subsequently registered to act as an adviser on behalf of the Applicant, or registered to trade on behalf of the Applicant, will: (i) to the extent not otherwise resident in Ontario, appoint an agent for service that is resident in Ontario; and (ii) will irrevocably and unconditionally submit to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of Ontario, and any administrative or other proceedings in Ontario arising out of, or related to or concerning, their registration under the Act or their activities as a registrant.

8. The Applicant proposes to conduct market intermediary activities in Ontario as a dealer registered in the category of limited market dealer primarily in connection with trades in securities to institutional and individual investors that qualify as "accredited investors" (as defined in National Instrument 45-106 -- Prospectus and Registration Exemptions), or otherwise pursuant to prospectus exemptions.

9. Section 213 of the Regulation provides that a registered dealer that is not an individual must be a company incorporated, or a person formed or created, under the laws of Canada or a province or territory of Canada.

10. The Applicant is not incorporated, formed or created under the laws of Canada or any province or territory of Canada. The Applicant is not a resident of Canada and does not require a separate Canadian company in order to carry out its proposed limited market dealer activities in Ontario as it is more efficient and cost effective for the Applicant to carry out those activities through the existing company.

11. The Applicant requests an exemption from the requirement under section 213 of the Regulation to permit it to obtain registration as a limited market dealer without having to incorporate a separate company under the laws of Canada or a province or territory of Canada.

12. Without the relief requested, the Applicant would not meet the requirements of the Regulation for registration as a dealer in the category of limited market dealer as the Applicant is not a company incorporated, formed or created under the laws of Canada or any province or territory of Canada.

13. In connection with its application for registration as a limited market dealer, the Applicant has agreed to the imposition of terms and conditions (the New Terms and Conditions), set out in the attached Schedule A, on its registration under the Act as a limited market dealer and as a non-Canadian adviser, in replacement of the Existing Terms and Conditions.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 218 of the Regulation, that, in connection with the registration of the Applicant under the Act as a dealer in the category of limited market dealer, the Applicant is hereby exempted from section 213 of the Regulation, provided that:

1. the Applicant complies with the New Terms and Conditions; and

2. this exemption shall terminate on the day that is three years after the date hereof, unless earlier renewed.

October 7, 2008.

Schedule A

Terms and Conditions on Registration of

Sanford C. Bernstein & Co., LLC

1. Before the Applicant acts as an adviser to, or carries on any trading activities for, any person or company pursuant to its registration under the Act as an adviser or dealer, the Applicant shall (if it has not already done so) provide to that person or company a statement in writing that:

(a) discloses the non-resident status of the Applicant in Ontario;

(b) identifies the Applicant's jurisdiction of residence and the name and address of the Applicant's agent for service of process in Ontario; and

(c) discloses that legal rights may not be enforceable as a result of the non-resident status of the Applicant in Ontario.

2. The Applicant will not change its agent for service of process in Ontario without giving the Commission and its clients 30 days' prior written notice of such change, which shall, in the case of the Commission, be given by filing with the Commission (Attention: Manager, Registrant Regulation) a new Submission to Jurisdiction and Appointment of Agent for Service of Process, in the required form.

3. The Applicant will not have custody of, or maintain customer accounts in relation to securities, funds and other assets of clients resident in Ontario.

4. The Applicant will inform the Director immediately upon the Applicant becoming aware that:

(a) it has ceased to be registered with the United States Securities and Exchange Commission as a broker-dealer or as an investment adviser;

(b) its licensing or registration in any other jurisdiction is not being renewed or is being suspended or revoked;

(c) it is the subject of an investigation or disciplinary action by any financial services or securities regulatory authority or self-regulatory authority;

(d) the licensing or registration of any of the individuals (an Applicant Representative) that are registered under the Act to act as an adviser or trade on its behalf, is not being renewed or is being suspended or revoked in any Canadian or foreign jurisdiction; or

(e) any Applicant Representative is the subject of any investigation or disciplinary action by any financial services or securities regulatory authority or self-regulatory authority in any Canadian or foreign jurisdiction.

5. The Applicant will pay any increased compliance and case assessment costs of the Commission due to the Applicant's location outside Ontario, including the cost of hiring a third party to perform a compliance review on behalf of the Commission.

6. The Applicant will make any books and records (including electronic records) of the Applicant that are outside of Ontario readily accessible to the Commission, and will produce these books and records for the Commission within a reasonable time, upon the request of the Commission.

7. If the laws of the jurisdiction in which the Applicant's books and records are located prohibit production of these books and records in Ontario, without the consent of a client of the Applicant, the Applicant shall, upon the request of the Commission:

(a) so advise the Commission; and

(b) use its best efforts to obtain the client's consent to the production of the books and records.

8. The Applicant will, upon the Commission's request, provide a representative to assist the Commission in compliance and enforcement matters.

9. The Applicant and each Applicant Representative will comply, at the Applicant's expense, with requests under the Commission's investigation powers and orders under the Act in relation to the Applicant's dealings with clients -- including producing documents and witnesses in Ontario, submitting to audit or search and seizure process or consenting to an asset freeze -- to the extent such powers or orders would be enforceable against the Applicant if the Applicant were resident in Ontario.

10. If the laws of the Applicant's jurisdiction of residence that are otherwise applicable to the giving of evidence or production of documents prohibit the Applicant or a witnesses from giving evidence without the consent or leave of a client or any third party, including a court of competent jurisdiction, the Applicant shall:

(a) so advise the Commission; and

(b) use its best efforts to obtain the client's or third party's consent or leave to the giving of the evidence.

11. The Applicant will maintain appropriate registration and regulatory organization membership, in the Canadian or foreign jurisdiction of its principal operations, and if required, in its jurisdiction of residence.

12. Where the Applicant acts as an adviser to a mutual fund or a non-redeemable investment fund, the Applicant shall cause to be disclosed in any offering documents for the fund a statement in writing disclosing the non-resident status of the Applicant and the name and address of its agent for service of process in Ontario.