AllianceBernstein L.P. - s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) -- relief from the adviser registration requirements of subsection 22(1)(b) of the CFA in respect of advising certain mutual funds, non-redeemable investment funds and similar investment vehicles established outside of Canada in respect of trades in commodity futures contracts and commodity futures options traded on commodity futures exchanges primarily outside of Canada and cleared through clearing corporations primarily outside of Canada, subject to certain terms and conditions.

Statutes Cited

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 22(1)(b), 80.

Securities Act, R.S.O. 1990, c. S.5, as am. -- Rule 35-502 -- Non Resident Advisers.

IN THE MATTER OF

THE COMMODITY FUTURES ACT,

R.S.O. 1990, CHAPTER C.20, AS AMENDED

(the CFA)

AND

IN THE MATTER OF

ALLIANCEBERNSTEIN L.P.

ORDER

(Section 80 of the CFA)

UPON the application (the Application) of AllianceBernstein L.P. (the Applicant) to the Ontario Securities Commission (the Commission or the OSC) for an order pursuant to section 80 of the CFA that the Applicant and its directors, officers, partners, members and employees acting on their behalf as advisers (collectively, the Representatives), be exempt, for a period of three years, from the registration requirements of clause 22(1)(b) of the CFA in respect of advising certain mutual funds and non-redeemable investment funds and similar investment vehicles established outside of Canada in respect of investments in commodity futures contracts and commodity futures options principally traded on commodity futures exchanges outside of Canada and cleared through clearing corporations outside of Canada;

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 partnership organized under the laws of the State of Delaware in the United States of America. The Applicant may also include affiliates of, or entities organized by, the Applicant which may subsequently execute and submit to the Commission a verification certificate in the attached form confirming the truth and accuracy of the information set out in this Application with respect to that particular Applicant.

2. The Applicant serves as investment manager for Bernstein Global Opportunities Hedge Fund Ltd. (the GO Fund), Bernstein Global Opportunities Master Fund Ltd. (the GO Master Fund), Bernstein Global Diversified Hedge Fund Ltd. (the GD Fund), Bernstein Global Diversified Master Fund Ltd. (the GD Master Fund), Sanford C. Bernstein Advanced Value Offshore Fund Ltd. (the AV Fund), Sanford C. Bernstein Advanced Value Offshore Master Fund Ltd. (the AV Master Fund), Bernstein Institutional Global Diversified Hedge Fund Ltd. (the Institutional GD Fund) and other mutual funds, non-redeemable investment funds and similar investment vehicles (the Other Funds, and together with the GO Fund, the GO Master Fund, the GD Fund, the GD Master Fund, the AV Fund, the AV Master Fund, and the Institutional GD Fund, the Funds) which are or may be established outside of Canada in respect of trades in commodity futures contracts and commodity futures options traded on commodity futures exchanges located primarily outside of Canada and cleared through clearing corporations located primarily outside of Canada.

3. The Applicant is currently registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended, and is currently exempt from registration with the U.S. Commodity Futures Trading Commission and is not subject to the rules of the U.S. National Futures Association. The Applicant is not registered in any capacity under the CFA or the Securities Act (Ontario) (the OSA).

4. The Applicant and the Representatives, where required, are or will be, registered or licensed, or are or will be, entitled to rely on appropriate exemptions from such registrations or licences to provide advice to the Funds pursuant to the applicable legislation of the Applicant's principal jurisdiction.

5. The Applicant is, or in the future may be, the investment manager for the Funds. As the investment advisor for the Funds, the Applicant is or will be responsible for providing certain administrative services, investment advice and other investment management services to the Funds.

6. The Funds advised by the Applicant will be established outside of Canada. Securities of the Funds will be primarily offered outside of Canada to institutional investors and high net worth investors. Securities of the Funds will be offered only to Ontario residents who qualify as an "accredited investor" under National Instrument 45-106 Prospectus and Registration Exemptions or will be offered and distributed in Ontario only in reliance upon an exemption from the prospectus requirements of the OSA and an exemption from the adviser registration requirement of the OSA under section 7.10 of OSC Rule 35-502 Non-Resident Advisers (Rule 35-502). As would be required under Rule 35-502, the securities of the Funds are or will be:

(a) primarily offered outside of Canada;

(b) only distributed in Ontario through one or more registrants under the OSA; and

(c) distributed in Ontario in reliance upon an exemption from the prospectus requirements of the OSA.

7. The Funds are currently, or in the future will be, issuing securities that are offered primarily outside of Canada. The Funds do not have any current intention of becoming reporting issuers in Ontario or in any other Canadian jurisdiction.

8. Prospective investors who are Ontario residents will receive disclosure that includes:

(a) a statement that there may be difficulty in enforcing legal rights against the Funds, or the Applicant advising the Funds, because such entities are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(b) a statement that the Applicant advising the Funds is not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser in Canada will not be available to purchasers of securities of the Funds.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemption requested on the basis of the terms and conditions proposed;

IT IS ORDERED pursuant to section 80 of the CFA that the Applicant and the Representatives are not subject to the requirements of clause 22(1)(b) of the CFA in respect of their advisory activities in connection with the Funds, for a period of three years, provided that:

(a) the Applicant, where required, is or will be registered or licensed or is or will be entitled to rely on appropriate exemptions from such registrations or licences to provide advice to the Funds pursuant to the applicable legislation of their principal jurisdiction;

(b) the Funds invest, or may in the future invest, in commodity futures contracts and commodity futures options principally traded on commodity futures exchanges outside of Canada and cleared through clearing corporations located outside of Canada;

(c) securities of the Funds are or will be offered primarily outside of Canada and securities of the Funds will only be distributed in Ontario through one or more registrants under the OSA in reliance on an exemption from the prospectus requirements of the OSA and upon an exemption from the adviser registration requirement of the OSA under Rule 35-502;

(d) prospective investors who are Ontario residents will receive disclosure that includes:

(i) a statement that there may be difficulty enforcing legal rights against the Funds or the Applicant advising the Funds because they are resident outside of Canada and all or substantially all of their assets are situated outside of Canada; and

(ii) a statement that the Applicant advising the Funds is not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser will not be available to purchasers of securities of the Funds; and

(e) any Applicant whose name does not specifically appear in this Order and who proposes to rely on the exemption granted under this Order, shall, as a condition to relying on such exemption, have executed and filed with the Commission a verification certificate referencing this Order and confirming the truth and accuracy of the Application with respect to that particular Applicant.

November 10, 2006

"Harold P. Hands"

"Wendell S. Wigle"