Sanford C. Bernstein Limited - s. 211 of Reg. 1015

Headnote

Applicant for registration as an internationaldealer exempted from the requirement in subsection 208(2) ofthe Regulation that it carry on the business of an underwriterin a country other than Canada where applicant carries on thebusiness of a dealer in another country and will not act asan underwriter in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Securities Act, R.R.O.,Reg. 1015, as am., ss. 100(3), 208(2) and 211.

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 LIMITED

ORDER

(Section 211 of the Regulation)

UPON the application (the "Application")of Sanford C. Bernstein Limited (the "Applicant")to the Ontario Securities Commission (the "Commission")for an order (the "Order"), pursuant to section 211of the Regulation, exempting the Applicant from the requirementin subsection 208(2) of the Regulation that the Applicant carryon the business of an underwriter in a country other than Canada,in order for the Applicant to be registered under the Act asa dealer in the category of "international dealer";

AND UPON considering the Applicationand the recommendation of staff of the Commission;

AND UPON the Applicant having representedto the Commission that:

1. The Applicant is not currently registeredin any capacity under the Act and has filed an applicationfor registration under the Act as a dealer in the categoryof "international dealer".

2. Subsection 208(2) of the Regulation providesthat "no person or company may register as an internationaldealer unless the person or company carries on the businessof a dealer and underwriter in a country other than Canada".

3. The Applicant is a limited liability companyincorporated under the laws of the United Kingdom and havingits principal place of business in the United Kingdom. TheApplicant is an indirect subsidiary of Alliance Capital ManagementL.P. and an affiliate of Sanford C. Bernstein & Co., LLC.Alliance Capital Management L.P. provides advisory servicesand Sanford C. Bernstein & Co., LLC provides advisoryand trading services principally to institutional and highnet worth investors worldwide.

4. The Applicant is registered as a broker-dealerwith the U.K. Financial Services Authority ("FSA").The Applicant also holds a European ISD (Investment ServicesDirective) Passport to conduct investment services in thefollowing jurisdictions without having to be registered ineach such jurisdiction: Austria, Belgium, Denmark, Finland,France, Germany, Greece, Iceland, Italy, Liechtenstein, Luxembourg,The Netherlands, Norway, Portugal, the Republic of Ireland,Spain and Sweden.

5. The Applicant is not registered with theFSA to carry on underwriting activities and does not carryon the business of an underwriter in the United Kingdom orin any other jurisdiction in the world.

6. The Applicant will not act as an underwriterin Ontario if it is registered under the Act as an "internationaldealer", despite the fact that subsection 100(3) of theRegulation deems an "international dealer" to havebeen granted registration as an underwriter for the purposesof a distribution which it is authorized to make by section208 of the Regulation.

7. In the absence of this Order, the Applicantwould not meet the requirements of the Regulation for registrationas a dealer in the category of "international dealer"as it does not carry on the business of an underwriter ina country other than Canada.

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

IT IS ORDERED, pursuant to section 211of the Regulation, that, in connection with the registrationof the Applicant as a dealer under the Act in the category of"international dealer", the Applicant is exempt fromthe provisions of subsection 208(2) of the Regulation requiringthat the Applicant carry on the business of an underwriter ina country other than Canada, provided that, so long as the Applicantis registered under the Act as an "international dealer":

(1) the Applicant carries on the businessof a dealer in a country other than Canada; and

(2) despite subsection 100(3) of the Regulation,the Applicant does not act as an underwriter in Ontario.

June 20, 2003.