Sanford C. Bernstein & Co., LLC - s. 7.1 of NI 33-109 Registration Information

Application pursuant to section 7.1 of NI 33-109 that the Applicant be relieved from the Form 33-109F4 requirements in respect of certain of its officers. The exempted officers are without significant authority over any part of the Applicant's operations and will not be involved in or have oversight of the Applicant's limited market dealer activities in Ontario. The Applicant is still required to submit Forms 33-109F4 on behalf of its directing minds, who are certain Executive Officers, and its Registered Individuals, who are those officers involved in the Ontario business activities.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 147.

Multilateral Instrument 33-109 Registration Information.

September 30, 2008

IN THE MATTER OF

THE SECURITIES ACT (ONTARIO),

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

(THE ACT)

AND

IN THE MATTER OF

SANFORD C. BERNSTEIN & CO., LLC

DECISION

(Section 7.1 of National Instrument 33-109)

UPON the application (the Application) of Sanford C. Bernstein & Co., LLC (the Applicant) to the Ontario Securities Commission (the Commission) pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) for an exemption from the requirement in subsection 2.1(c) and section 3.3 of NI 33-109 that the Applicant submit a completed Form 33-109F4 for all non-registered individuals (the Non-Registered Individuals) of the Applicant in connection with the Applicant's registration as a dealer in the category of limited market dealer (LMD);

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

AND UPON the Applicant having represented to the Director that:

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

2. The Applicant is applying for registration under the Act as a dealer in the category of LMD. The Applicant is presently registered with the Commission as an international dealer, non-Canadian adviser and non-resident commodity trading manager.

3. The Applicant is registered in the United States with the United States Securities and Exchange Commission (the SEC) as a broker-dealer and investment adviser and is a member of the Financial Industry Regulatory Authority (FINRA), formerly the National Association of Securities Dealers (the NASD). The Applicant has approximately 1,350 employees, 500 of whom are officers.

4. The Applicant's primary business activities are providing dealer, investment research and asset management services to accredited investors.

5. All individuals who intend to trade in securities in Ontario on behalf of the Applicant under the Applicant's non-resident LMD registration will register as registered individuals (the Registered Individuals) in accordance with the registration requirement under section 25(1) of the Act and the requirements of NI 33-102 National Registration Database (NI 33-102) by submitting a Form 33-109F4 completed with all the information required for a Registered Individual. It is currently anticipated that approximately three (3) of the Applicant's officers will be involved in the Applicant's trading activities in Ontario and will therefore seek registration as Registered Individuals.

6. Pursuant to NI 33-109, a LMD is required to submit, in accordance with NI 31-102, a completed Form 33-109F4 for each non-registered individual of the Applicant, including all directors and officers who have not applied to become registered individuals of the Applicant under subsection 2.2(1) of NI 33-109.

7. The Applicants remaining officers will be Non-Registered Individuals, as defined in NI 33-109. Other than the Executive Officers (as defined below), the Applicant's remaining officers would not reasonably be considered to be officers from a functional point of view. These individuals (the Nominal Officers) are not in charge of a business unit, division or function of the Applicant and, in any event, will not be involved in or have oversight of the Applicant's LMD activities in Ontario. The Applicant considers its Non-Registered Individuals who will be seeking non-trading officer status (the Executive Officers) as the holders of its most senior executive positions and/or members of the Applicant's executive committee. The Applicant's Executive Officers include its Chief Executive Officer, Chief Financial Officer, Director in Charge of Operations and Global Head of Sales & Trading.

8. The Applicant seeks relief from the requirement to submit a Form 33-109F4 for each of the Nominal Officers. The Applicant proposes to submit a Form 33-109F4 on behalf of each of its Executive Officers, completed with all the information required for a Non-Registered Individual. The Applicant also proposes to submit a Form 33-109F4 for its designated compliance officer under the Applicant's non-resident LMD registration (theDesignated Compliance Officer). The Designated Compliance Officer will monitor and supervise the Ontario trading activities of the Applicant with respect to compliance with Ontario securities laws and any conditions of the Applicant's registration as a LMD in Ontario.

9. In the absence of the requested relief, subsection 2.1(c) and section 3.3 of NI 33-109 would require that in conjunction with its non-resident LMD registration, the Applicant submit a completed Form 33-109F4 for each of its Non-Registered Individuals which would include its Nominal Officers and any new Nominal Officers, rather than limiting this filing requirement to the much smaller number of Executive Officers and the Designated Compliance Officer. The information contained in the filed Form 33-109F4 would also need to be monitored on a constant basis to ensure that notices of change were submitted in accordance with the requirements of section 5.1 of NI 33-109.

10. Given the limited scope of the Applicant's proposed activities in Ontario and given that the Nominal Officers will not have any involvement in the Applicant's Ontario LMD activities, the preparation and filing of a Form 33-109F4 on behalf of each Nominal Officer would achieve no regulatory purpose, while imposing an unwarranted administrative and compliance burden on the Applicant.

AND WHEREAS the Director is satisfied that it would not be prejudicial to the public interest to make the requested Order on the basis of the terms and conditions proposed.

IT IS ORDERED pursuant to section 7.1 of NI 33-109 that the Applicant is exempt from the requirement in subsection 2.1(c) and section 3.3 of NI 33-109 to submit a completed Form 33-109F4 for each of its Non-Registered Individuals who are Nominal Officers not involved in its Ontario business, provided that at no time will the Nominal Officers include any Executive Officer, Designated Compliance Officer or other officer who will be involved in, or have oversight of, the Applicants LMD activities in Ontario in any capacity.

DATED at Toronto, Ontario on September 30, 2008

"David M. Gilkes"