Federal Register / Vol. 79, No. 214 / Wednesday, November 5, 2014 / Notices 65731 

1Shares may be subject to an early withdrawal fee 

at a rate of 2% of the aggregate net asset value of 

a shareholder’s Shares repurchased by the Fund 

(the ‘‘Early Withdrawal Fee’’) if the interval 

between the date of purchase of the Shares and the 

valuation date with respect to the repurchase of 

those Shares is less than one year. Any Early 

Withdrawal Fee imposed by the Fund would apply 

to all classes of Shares of the Fund, consistent with 

section 18 of the Act and rule 18f–3 thereunder. To 

the extent the Fund determines to waive, impose 

scheduled variations of, or eliminate any Early 

Withdrawal Fee, it will do so consistently with the 

requirements of rule 22d–1 under the Act and the 

Fund’s waiver of, scheduled variation in, or 

elimination of, any such Early Withdrawal Fee will 

apply uniformly to all shareholders of the Fund. 

2Any Fund relying on this relief in the future will 

do so in a manner consistent with the terms and 

conditions of the application. Applicants represent 

that any investment company presently intending 

to rely on the requested relief is listed as an 

applicant. 

3All references to NASD Conduct Rule 2830 

include any successor or replacement rule that may 

be adopted by the Financial Industry Regulatory 

Authority (‘‘FINRA’’). 

4See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release) (requiring 

open-end investment companies to disclose fund 

Continued 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31322; 812–14227] 

AllianceBernstein Multi-Manager 

Alternative Fund, et al.; Notice of 

Application 

October 31, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 18(c) and 18(i) 

of the Act and for an order pursuant to 

section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares (‘‘Shares’’) and to 

impose asset-based distribution and 

service fees and contingent deferred 

sales charges (‘‘CDSCs’’). 

APPLICANTS: AllianceBernstein MultiManager Alternative Fund (the ‘‘Fund’’), 

AllianceBernstein L.P. (the ‘‘Adviser’’), 

Sanford C. Bernstein & Company, LLC 

(‘‘SCB’’), and AllianceBernstein 

Investments, Inc. (‘‘ABI’’ and, together 

with SCB, the ‘‘Distributors’’ and each, 

a ‘‘Distributor’’). 

FILING DATES: The application was filed 

on October 29, 2013 and amended on 

May 22, 2014 and October 7, 2014. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 21, 2014, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Pursuant to rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Elizabeth M. Murphy, 

Secretary, U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Emilie D. Wrapp, 

AllianceBernstein L.P., 1345 Avenue of 

the Americas, New York, New York 

10105. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876 or Mary Kay Frech, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Fund is a continuously offered 

non-diversified closed-end management 

investment company registered under 

the Act and organized as a Delaware 

statutory trust. The Adviser is registered 

as an investment adviser under the 

Investment Advisers Act of 1940 and 

serves as investment adviser to the 

Fund. SCB, a broker-dealer registered 

under the Securities Exchange Act of 

1934 (the ‘‘1934 Act’’), acts as principal 

underwriter to the Fund. ABI, a 

registered broker-dealer under the 1934 

Act, may enter into a distribution 

agreement with the Fund, pursuant to 

which it would distribute certain classes 

of shares (‘‘Shares’’) of the Fund. The 

Distributors are under common control 

with the Adviser and are affiliated 

persons, as defined in section 2(a)(3) of 

the Act, of the Adviser. 

2. The Fund continuously offers its 

Shares to the public pursuant to a 

registration statement under the 

Securities Act of 1933. The Shares of the 

Fund are not listed on any securities 

exchange and are not traded on an overthe-counter system such as NASDAQ. 

Applicants do not expect that any 

secondary market will develop for the 

Shares. 

3. The Fund currently offers, and 

intends to continue to offer, an initial 

class of Shares (‘‘Initial Class’’) at net 

asset value without any sales load, 

service fee, or distribution fee. The 

Fund may offer new Share classes at net 

asset value and may also charge a frontend sales load, a CDSC, and/or an 

annual asset-based service and/or 

distribution fee.1

4. In order to provide a degree of 

liquidity to shareholders, the Fund may 

from time to time offer to repurchase 

Shares at net asset value in accordance 

with rule 13e–4 under the 1934 Act. A 

Fund will repurchase Shares at such 

times, in such amounts and on such 

terms as may be determined by the 

board of trustees (‘‘Board’’) of the Fund 

in its sole discretion. The Adviser 

expects to recommend ordinarily that 

the Board authorize each Fund to offer 

to repurchase Shares from shareholders 

quarterly. 

5. Applicants request that the order 

also apply to any other continuously 

offered registered closed-end 

management investment companies 

existing now or in the future for which 

the Adviser, a Distributor, or any entity 

controlling, controlled by or under 

common control with the Adviser or a 

Distributor acts as investment adviser or 

principal underwriter, and which 

provides periodic liquidity with respect 

to its Shares pursuant to rule 13e–4 

under the 1934 Act (such investment 

companies, together with the Fund, the 

‘‘Funds’’).2

6. Applicants represent that any assetbased service and distribution fees will 

comply with the provisions of rule 

2830(d) of the Conduct Rules of the 

National Association of Securities 

Dealers, Inc. (‘‘NASD Conduct Rule 

2830’’).3 Applicants also represent that 

each Fund will disclose in its 

prospectus, the fees, expenses and other 

characteristics of each class of Shares 

offered for sale by the prospectus as is 

required for open-end multiple class 

funds under Form N–1A. The Fund will 

disclose fund expenses in shareholder 

reports as if it were an open-end 

management investment company, and 

disclose any arrangements that result in 

breakpoints in, or elimination of, sales 

loads in its prospectus.4 The Fund and 

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65732 Federal Register / Vol. 79, No. 214 / Wednesday, November 5, 2014 / Notices 

expenses in shareholder reports); and Disclosure of 

Breakpoint Discounts by Mutual Funds, Investment 

Company Act Release No. 26464 (June 7, 2004) 

(adopting release) (requiring open-end investment 

companies to provide prospectus disclosure of 

certain sales load information). 

5See, e.g., Confirmation Requirements and Point 

of Sale Disclosure Requirements for Transactions in 

Certain Mutual Funds and Other Securities, and 

Other Confirmation Requirement Amendments, and 

Amendments to the Registration Form for Mutual 

Funds, Investment Company Act Release No. 26341 

(Jan. 29, 2004) (proposing release). 

the Distributors will also comply with 

any requirements that may be adopted 

by the Commission or FINRA regarding 

disclosure at the point of sale and in 

transaction confirmations about the 

costs and conflicts of interest arising out 

of the distribution of open-end 

investment company shares, and 

regarding prospectus disclosure of sales 

loads and revenue sharing arrangements 

as if those requirements applied to the 

Fund and the Distributors.5

7. The Fund will allocate all expenses 

incurred by it among the various classes 

of Shares based on the respective net 

assets of the Fund attributable to each 

such class, except that the net asset 

value and expenses of each class will 

reflect distribution fees, service fees, 

and any other incremental expenses of 

that class. Expenses of the Fund 

respectively allocated to a particular 

class of the Fund’s Shares will be borne 

on a pro rata basis by each outstanding 

Share of that class. Applicants state that 

the Fund will comply with the 

provisions of rule 18f–3 under the Act 

as if it were an open-end investment 

company. 

8. In the event a Fund imposes a 

CDSC, the applicants will comply with 

the provisions of rule 6c–10, as if that 

rule applied to closed-end management 

investment companies. With respect to 

any waiver of, scheduled variation in, or 

elimination of the CDSC, the Fund will 

comply with rule 22d–1 under the Act 

as if the Fund were an open-end 

investment company. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(c) of the Act provides, 

in relevant part, that a closed-end 

investment company may not issue or 

sell any senior security if, immediately 

thereafter, the company has outstanding 

more than one class of senior security. 

Applicants state that the creation of 

multiple classes of Shares of the Funds 

may be prohibited by section 18(c). 

2. Section 18(i) of the Act provides 

that each share of stock issued by a 

registered management investment 

company will be a voting stock and 

have equal voting rights with every 

other outstanding voting stock. 

Applicants state that permitting 

multiple classes of Shares of the Funds 

may violate section 18(i) of the Act 

because each class would be entitled to 

exclusive voting rights with respect to 

matters solely related to that class. 

3. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction or any 

class or classes of persons, securities or 

transactions from any provision of the 

Act, or from any rule under the Act, if 

and to the extent such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants 

request an exemption under section 6(c) 

from sections 18(c) and 18(i) to permit 

the Funds to issue multiple classes of 

Shares. 

4. Applicants submit that the 

proposed allocation of expenses and 

voting rights among multiple classes is 

equitable and will not discriminate 

against any group or class of 

shareholders. Applicants submit that 

the proposed arrangements would 

permit the Fund to facilitate the 

distribution of its Shares and provide 

shareholders with a broader choice of 

investment options. Applicants assert 

that the proposed closed-end 

investment company multiple class 

structure does not raise the concerns 

underlying section 18 of the Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the Act. Applicants state 

that each Fund will comply with the 

provisions of rule 18f–3 as if it were an 

open-end investment company. 

CDSCs 

1. Applicants believe that the 

requested relief meets the standards of 

section 6(c) of the Act. Rule 6c–10 

under the Act permits open-end 

investment companies to impose 

CDSCs, subject to certain conditions. 

Applicants state that any CDSC imposed 

by the Fund will comply with rule 6c– 

10 under the Act as if the rule were 

applicable to closed-end investment 

companies. The Fund also will disclose 

CDSCs in accordance with the 

requirements of Form N–1A concerning 

CDSCs as if the Fund were an open-end 

investment company. Applicants further 

state that the Fund will apply the CDSC 

(and any waivers or scheduled 

variations of the CDSC) uniformly to all 

shareholders in a given class and 

consistently with the requirements of 

rule 22d–1 under the Act. Any 

scheduled variations in, or eliminations 

of, any sales load will be applied 

consistently with the requirements of 

rule 22d–1 under the Act. 

Asset-Based Service and Distribution 

Fees 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to permit the 

Funds to impose asset-based service 

and/or distribution fees. Applicants will 

comply with rules 12b–1 and 17d–3 as 

if those rules applied to closed-end 

investment companies. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with the 

provisions of rules 6c–10,12b–1, 17d–3, 

18f–3, and 22d–1 under the Act, as 

amended from time to time or replaced, 

as if those rules applied to closed-end 

management investment companies, 

and will comply with NASD Conduct 

Rule 2830, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–26351 Filed 11–4–14; 8:45 am] 

BILLING CODE 8011–01–P 

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