SEC Info - Alliancebernstein L.P. - ‘40-6B’ on 4/20/15

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AllianceBernstein L.P.

and

AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P.

(Names of Applicant)

1345 Avenue of the Americas

New York, New York 10105

(Address of principal offices of Applicant)

APPLICATION PURSUANT TO SECTIONS 6(b) AND 6(e)

OF THE INVESTMENT COMPANY ACT OF 1940 FOR AN ORDER
EXEMPTING APPLICANTS FROM CERTAIN PROVISIONS OF THAT ACT

Written communications regarding this Application and copies of all orders should be addressed to the following persons:

Jamie Horowitz

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

Jessica Forbes

Fried, Frank, Harris, Shriver & Jacobson LLP

1 New York Plaza

New York, New York 10004

This Application consists of 29 pages, including exhibits.

I.	SUMMARY		1

II.	STATEMENT OF FACTS		2

	A.	AllianceBernstein	2
	B.	The Initial Partnership	2
	C.	The Future Funds	3
	D.	Eligible Employees and Qualified Participants	3
	E.	Terms of the Funds	5
	F.	Management	6
	G.	Investments	7
	H.	Distributions	9
	I.	Reports and Accounting	10
	J.	Partnership Term and Dissolution	10

III.	REQUEST FOR ORDER		10

IV.	APPLICANTS’ CONDITIONS		20

V.	CONCLUSION		23

Exhibits

AllianceBernstein L.P. and its affiliates as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (collectively, “AB,” and each, an “AB entity”) have organized AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P. (the “Initial Partnership”) and will in the future organize limited partnerships, limited liability companies, business trusts or other entities (each, a “Future Fund,” and collectively with the Initial Partnership, the “Funds”) as “employees’ securities companies” as defined in Section 2(a)(13) of the Investment Company Act of 1940, as amended (the “1940 Act”). AB and the Initial Partnership (together, the “Applicants”) hereby request an order of the U.S. Securities and Exchange Commission (the “Commission”) under Section 6(b) and 6(e) of the 1940 Act exempting the Funds from all provisions of the 1940 Act and the rules and regulations under the 1940 Act, except Sections 9, 17, 30, 36 through 53, and the rules and regulations thereunder (the “Rules and Regulations”). With respect to Sections 17(a), (d), (e), (f), (g), and (j) and 30(a), (b), (e), and (h) of the 1940 Act and the Rules and Regulations, and Rule 38a-1 under the 1940 Act, the Applicants request a limited exemption as set forth in this application (the “Application”).

The Initial Partnership invests all or substantially all of its assets in AllianceBernstein U.S. Real Estate Partners II L.P., a Delaware limited partnership (“AB REP II”). ABREP II’s investment objective is to provide attractive risk-adjusted returns by making and managing investments in real estate and real estate securities and businesses. ABREP II’s investments may include debt, equity and other interests, primarily in the United States, with a focus on distressed, illiquid, special situation or mis-priced assets and portfolios. ABREP II seeks to invest in distressed situations where assets or interests can be acquired for less than the estimated long-term stabilized value, and where ABREP II believes value can be enhanced through intensive operational and/or financial management.

As of the filing date of this Application, the Initial Partnership remains open to admit new investors. Prior to the filing of this Application, the Initial Partnership has only admitted employees who were “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act and the rules thereunder) or “knowledgeable employees” (as defined in Rule 3c-5 of the 1940 Act) as of the time of their investment. The term of the Initial Partnership will continue until the termination of ABREP II. As of the filing date of this Application, investors in the Initial Partnership have not been charged a management fee and have not been subject to any “carried interest” with respect to their interests in the Initial Partnership and their underlying interests in ABREP II. The Initial Partnership is responsible for paying all expenses related to its own operations including, but not limited to, legal, accounting, litigation, insurance and auditing

costs, organizational expenses, operating expenses, expenses of liquidating the Initial Partnership, and any taxes, fees or other governmental charges levied against the Initial Partnership, as well as its pro rata share of organizational expenses, offering expenses and partnership expenses of ABREP II. Limited partners of the Initial Partnership are not permitted to sell, assign or otherwise transfer their interests, in whole or in part, to any person without the prior written consent of the Initial Partnership GP. The Initial Partnership will furnish audited financial statements to all of its limited partners.

A Future Fund may be structured as a domestic or offshore limited or general partnership, limited liability company, corporation, business trust or other entity. AB may also form parallel funds organized under the laws of various jurisdictions in order to create the same investment opportunities for Eligible Employees in other jurisdictions. A Future Fund will operate in accordance with its governing documents, and the specific investment objectives and strategies for a Future Fund will be set forth in an informative memorandum relating to the interests being offered. Each Qualified Participant (as defined below) will receive a copy of the governing documents and the informative memorandum before making an investment in a Future Fund. The terms of a Future Fund will be disclosed to each Eligible Employee at the time the investor is invited to participate in the Future Fund.

Interests in the Funds will be offered in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (“1933 Act”), or Regulation D or Regulation S promulgated thereunder, and will be sold only to “Qualified Participants,” which term refers to: (i) current and former employees, officers and directors of AB (including people in administration, marketing, and operations) and current consultants engaged on retainer to provide services and professional expertise on an ongoing basis to AB (“Eligible Employees”) (ii) spouses, parents, children, spouses of children, brothers, sisters and grandchildren of Eligible Employees, including step and adoptive relationships) (“Eligible Family Members”); (iii) a trust of which a trustee, grantor and/or beneficiary is an Eligible Employee; a partnership, corporation or other entity controlled by an Eligible Employee; and a trust or other entity established solely for the benefit of Eligible Employees and/or Eligible Family Members (“Eligible Investment Vehicles”); and (iv) AB. In order to ensure that a close nexus between the investors in a Fund and AB is maintained, the terms of each governing document for a Fund will provide that any Eligible Family Member participating in such Fund (either through direct beneficial ownership of an interest or as an indirect beneficial owner through an Eligible Investment Vehicle) cannot, in any event, be more than two generations removed from an Eligible Employee. If, to the knowledge of a Fund’s General Partner (as defined below), a person more than two generations removed (e.g., a great-grandchild) becomes the beneficial owner of an interest, the Fund will be required to repurchase the interest from such person at fair value or otherwise cause such interest to be transferred by such person for fair value to a Qualified Participant. AB may in its

Each eligible individual will be an Accredited Investor under Rule 501(a)(5) or Rule 501(a)(6) of Regulation D under the 1933 Act, except that a maximum of 35 Eligible Employees who are sophisticated investors but who are not Accredited Investors may become investors in a Fund if each of them falls into one of the following categories: (i) an Eligible Employee who (a) has a graduate degree in business, law or accounting, (b) has a minimum of five years of consulting, investment management, investment banking, legal or similar business experience, and (c) had reportable income from all sources (including any profit shares or bonus) of $100,000 in each of the two most recent years immediately preceding the Eligible Employee’s admission as an investor of the Fund and has a reasonable expectation of income from all sources of at least $140,000 in each year in which the Eligible Employee will be committed to make investments in the Fund; or (ii) Eligible Employees who are “knowledgeable employees” as defined in Rule 3c-5 of the 1940 Act, of the Fund (with the Fund treated as though it were a “covered company” for purposes of the rule). An Eligible Employee described in category (i) above will only be permitted to invest in a Fund if such individual represents and warrants that he or she will not commit in any year more than 10% of his or her income from all sources for the immediately preceding year, in the aggregate, in a Fund and in all other Funds in which that investor has previously invested.

An eligible investor may purchase an interest through an Eligible Investment Vehicle only if either (i) the investment vehicle is an Accredited Investor, as defined in Rule 501(a) of Regulation D under the 1933 Act or (ii) the eligible investor is a settlor1 and principal investment decision-maker with respect to the investment vehicle. Eligible Investment Vehicles that are not Accredited Investors will be counted in accordance with Regulation D toward the 35 non-Accredited Investor limit discussed above.

Prior to offering interests in a Fund to an eligible individual, AB must reasonably believe that the Eligible Employee or Eligible Family Member will be capable of understanding and evaluating the merits and risks of participation in a Fund and that each such individual is able to bear the economic risk of such participation and afford a complete loss of his or her investments in the Fund. AB may impose more restrictive suitability standards in its sole discretion.

The terms of each Fund will be determined by AB in its discretion, consistent with the terms and conditions of the Order, and such terms will be fully disclosed to each Qualified Participant (or person making the investment on behalf of the Qualified Participant) at the time the Qualified Participant is invited to participate in the Fund. Each Qualified Participant (or person making the investment on behalf of the Qualified Participant) will be furnished with a copy of the governing document for the relevant Fund. The governing document will set forth in full the terms applicable to an investor’s interest in such Fund.

In some instances, AB may provide a portion of the initial capital for a Fund in order that the Fund can satisfy the definition of “qualified purchaser” (as defined in Section 2(a)(51) of the 1940 Act and the rules thereunder). As Qualified Participants purchase interests in the Fund over time, AB may withdraw its capital or sell its capital commitments to Qualified Participants. These practices will be fully disclosed to Qualified Participants.

The purchase price for an interest in a Fund may be payable in full upon subscription or in installments as determined by the Fund’s General Partner. A Fund may permit capital contributions to be payable in a manner that varies from other Funds, including payment through capital calls. The terms and conditions relating to payment of the purchase price and capital contributions will be fully disclosed to Qualified Participants prior to the acceptance of their subscription documents.

A General Partner may have the right, but not the obligation, to repurchase, cancel, or transfer to another Qualified Participant the interest of (i) an Eligible Employee who ceases to be an employee, officer, director or current consultant of any AB entity for any reason or (ii) any Eligible Family Member of any person described in clause (i). The governing documents for each Fund will describe, if applicable, the amount that an investor would receive upon repurchase, cancellation or transfer of its interest. The investor will, at a minimum, be paid the lesser of (i) the amount actually paid by or on behalf of the investor to acquire the interest (plus interest, as reasonably determined by the General Partner) less any amounts paid to the investor as distributions, and (ii) the fair value, determined at the time of repurchase in good faith by the General Partner, of such interest.

Interests in a Fund will not be transferable except with the express consent of the General Partner, and then only to a Qualified Participant. The terms and conditions of transferability of interests in a Fund will be fully disclosed to Qualified Participants prior to the acceptance of their subscription documents. Each governing document of a Fund will describe the consequences, if any, for an investor’s interest in the event of termination of that investor’s employment or role as a consultant, whether for cause or not, or upon his or her bankruptcy, voluntary resignation, death, disability, retirement or otherwise, such as whether an AB entity will be required to or will have the option to acquire all or a part of the investor’s interest. Even if part of an investor’s interest is acquired or cancelled by AB, such investor may still be required to make additional capital contributions for the payment of fees or expenses relating to Fund investments in which an investor retains an interest.

AB may make loans to a Fund or undertake to contribute capital to a Fund. If AB makes loans to a Fund, the lender will be entitled to receive interest, provided that the interest rate will be no less favorable to the borrower than the rate obtainable on an arm’s length basis. The possibility of any such borrowings, as well as the terms thereof, would be disclosed to Qualified Participants prior to their investment in a Fund. Any indebtedness of the Fund will be the debt of the Fund and without recourse to the investors. The Fund will retain the right to require the payment of any unfunded capital contributions from the investors for any appropriate Fund purpose, including the payment of Fund indebtedness, and may be permitted to assign this right to any lender to the Fund. A Fund will not borrow from any person if the borrowing would cause any person not named in Section 2(a)(13) of the 1940 Act to own securities of the Fund (other than short-term paper). A Fund will not lend any funds to an AB entity.

Each Fund will have a General Partner, which will be responsible for the overall management of the Fund. The General Partner may appoint an AB entity to serve as investment adviser (“Investment Adviser”) to a Fund and delegate to the Investment Adviser the authority to make all decisions regarding the acquisition, management and disposition of Fund investments. An Investment Adviser’s investment decisions may be subject to the approval of an investment committee comprising senior officers of AB. The General Partner or Investment Adviser may be an “investment adviser” within the meaning of Sections 9 and 36 of the 1940 Act, and may be subject to those sections. The General Partner may delegate administrative responsibilities for a Fund to an AB Entity or a third party administrator.

AB will control the Funds within the meaning of Section 2(a)(9) of the 1940 Act. AB, the General Partners, the Investment Advisers, or any other person acting for or on behalf of the Funds shall act in the best interest of the Funds and their investors. Whenever any entity that acts for or on behalf of the Funds is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing in such person’s discretion, then such person shall exercise such discretion in accordance with reasonableness and good faith and any fiduciary duties owed to the Funds and the investors.

Expenses that may be charged by the General Partner to a Fund could include legal and accounting fees, organizational expenses, administrative expenses and other operating expenses (including the Fund’s pro rata share of expenses incurred by the General Partner in connection with potential investments). The governing documents of each Fund will include detailed descriptions of the fees and expenses that may be charged to the Fund, including the fees and expenses of the General Partner.

An AB entity may render services and receive fees or other compensation in connection therewith from entities in which a Fund makes an investment or competitors of such entities. Such fees or other compensation may include, without limitation, advisory fees, organization or success fees, financing fees, management fees, performance-based fees, fees for brokerage and clearing services, placement fees or other compensation from a Fund or a portfolio company in connection with a Fund’s purchase or sale of securities and compensation in the form of carried interests entitling the entity to share disproportionately in income or capital gains or similar compensation. Employees of an AB entity may serve as officers or directors of such entities and receive officers’ and directors’ fees and expense reimbursements in connection with such services. Any such fees or other compensation or expense reimbursement received by an AB entity generally will not be shared with the Funds.

A Future Fund will operate as either a closed-end or an open-end management investment company, and a particular Future Fund may operate as a “diversified” or “non-diversified” vehicle within the meaning of the 1940 Act. The investment objectives and policies may vary from one Future Fund to the next. A Future Fund may invest in one or more pooled investment vehicles (including private funds relying on Sections 3(c)(1) and 3(c)(7) under the 1940 Act3 and funds relying on Section 3(c)(5) under the 1940 Act) and/or registered investment companies sponsored by AB or by third parties (each, an “Underlying Fund”). In addition, one Fund may also invest in another Fund in a “master-feeder” or similar structure. For example, a Fund established under non-U.S. law may be organized primarily for non-U.S. Eligible Employees that would invest in a Fund established under U.S. law primarily with U.S. resident Eligible Employees in order to more efficiently address U.S. or non-U.S. tax issues. A Fund may also be operated as a parallel fund making investments on a side-by-side basis with AB entities.

2 If a General Partner or Investment Adviser is registered under the Investment Advisers Act of 1940 (the “Advisers Act”), the Carried Interest payable to it by a Fund will be pursuant to an arrangement that complies with Rule 205-3 under the Advisers Act. All or a portion of the Carried Interest may be paid to individuals who are officers, employees or stockholders of the Investment Adviser or its affiliates. If the General Partner or Investment Adviser is not required to register under the Advisers Act, the Carried Interest payable to it will comply with Section 205(b)(3) of the Advisers Act (with such Fund treated as though it were a business development company solely for the purpose of that section).

3 Applicants are not requesting any exemption from any provision of the Act or any rule thereunder that may govern a Fund’s eligibility to invest in an Underlying Fund relying on Section 3(c)(1) or 3(c)(7) of the Act or an Underlying Fund’s status under the Act.

No sales load or similar fee of any kind will be charged in connection with the sale of interests in a Future Fund. It is expected that Eligible Employees of a Future Fund will not be charged a management fee or be subject to any carried interest with respect to their interests in such Future Fund and their interests in an Underlying Fund sponsored by AB. Eligible Family Members of a Future Fund may be charged such fees at a reduced rate compared to third party investors in the applicable Underlying Fund(s) sponsored by AB.

A Fund may seek capital appreciation through, among other investments, speculative and high-risk investments primarily in U.S. and non-U.S. securities (including debt and equity partnership interests) or other assets associated with leveraged buyouts, venture capital investments, private placements (including private investments in public equities (i.e., “PIPES”)), bankrupt entities, bridge loans, real estate and other similar situations. Potential investments for the Funds also include, without limitation, real estate, commodity futures, derivatives and other financial assets or products.

It is possible that an investment program may be structured in which a Fund will co-invest in a portfolio company (or a pooled investment vehicle) with an AB Entity or with an investment fund or separate account, organized primarily for the benefit of investors that are not affiliated with AB (“Third Party Investors”)4 and over which an AB Entity exercises investment discretion or which is sponsored by an AB Entity (an “AB Third Party Fund”). Co-investments with an AB Entity or with an AB Third Party Fund in a transaction in which AB’s investment was made pursuant to a contractual obligation to an AB Third Party Fund will not be subject to Condition 3 in Section III below (the “1940 Act Co-Investment Restrictions”). All other side-by-side investments held by AB entities will be subject to the 1940 Act Co-Investment Restrictions.

The Applicants believe that the interests of the Eligible Employees participating in a Fund will be adequately protected even in situations where 1940 Act Co-Investment Restrictions do not apply. In structuring an AB Third Party Fund, unaffiliated investors of such fund often require, or seek to confirm, that AB invests proprietary capital in such AB Third Party Funds, or in such AB Third Party Funds’ investments and that such AB investments be subject to similar terms as those applicable to the AB Third Party Fund's investments. Unaffiliated investors in AB Third Party Funds are interested in having AB invest proprietary capital in such AB Third Party Funds, or in such AB Third Party Funds’ investments, in order to have additional assurances that the interests of AB are meaningfully aligned with those of the unaffiliated investors of such AB Third Party Fund. It is important to AB that the interests of the AB Third

If an Unaffiliated Subadviser is entitled to receive a carried interest, it may also act as an additional General Partner of a Fund solely in order to address certain tax issues relating to such carried interest. In all such instances, however, an AB Entity will also be a General Partner of the Fund and will have exclusive responsibility for making the determinations required to be made by the General Partner under this Application. No Unaffiliated Subadviser will beneficially own any outstanding securities of any Fund.

Subject to the terms of the applicable governing documents and this Application, a Fund will be permitted to enter into transactions involving (i) an AB Entity, (ii) a portfolio company, (iii) any partner or person or entity affiliated with a partner, (iv) an AB Third Party Fund, or (v) any Third Party Investor. Such transactions may include, without limitation, the purchase or sale by the Partnership of an investment, or an interest therein, from or to any AB Entity or AB Third Party Fund, acting as principal. With regard to any such transactions that are Section 17 Transactions (as defined below), the General Partner must make the findings and comply with the recordkeeping requirements of Condition 1.

The profits and losses of a Fund will be determined in compliance with applicable tax rules and regulations and in accordance with the governing documents of the Fund. Cash or other assets available for distribution will initially be apportioned among the investors and the general partner in proportion to the aggregate of the committed capital of each investor. Amounts apportioned to the General Partner will be distributed to the General Partner. Unless otherwise specifically provided in a governing document, the capital accounts of the investors will not be reduced below zero. Distributions of Fund profits will be made at the time and in the amounts determined by the General Partner in accordance with the terms of the governing documents. The General Partner will have discretion in distributing cash and proceeds from the Fund investments to the investors.

A Fund will send its investors an annual financial statement with respect to those investments in which the investor had an interest within 120 days after the end of each fiscal year of the Fund, or as soon as practicable after the end of the Fund’s fiscal year. The financial statement will be audited by independent certified public accountants. In addition, as soon as practicable after the end of each calendar year, a report will be sent to each investor setting forth the information with respect to such investor’s share of income, gains, losses, credits and other items for U.S. federal and state income tax purposes resulting from the operation of the Fund during that year. For purposes of this requirement “audit” shall have the meaning defined in Rule 1-02(d) of Regulation S-X.

In addition, to the extent provided in the governing documents, a Fund will provide a non-U.S. investor with such information as may be reasonably necessary to enable him/her to prepare his/her non-U.S. income tax returns, provided that each such investor has notified the General Partner of the specific information required by the jurisdiction or jurisdictions for which such investor will be preparing income tax returns reasonably in advance of the time that such information will be required, and provided, further that complying with such information request does not impose an undue or disproportionate burden on the General Partner of the applicable Fund.

Section 6(b) provides that the Commission shall exempt employees' securities companies from the provisions of the 1940 Act if and to the extent that such exemption is consistent with the protection of investors. Section 6(e) provides that in connection with any order exempting an investment company from any provision of Section 7, certain specified provisions of the 1940 Act shall be applicable to such company, and to other persons in their transactions and relations with such company, as though such company were registered under the 1940 Act, if the Commission deems it necessary or appropriate in the public interest or for the protection of investors. On the basis of the foregoing statement of facts, the Applicants submit that

each Fund is or will be an “employees’ securities company” as such term is defined in Section 2(a)(13) of the 1940 Act; all investors in a Fund will be Qualified Participants; each Qualified Participant will be an “accredited investor” under Rule 501(a) of Regulation D, except for a maximum of 35 employees meeting the income and other tests described above in Section II.D of this Application; and no sales load, advisory fee or compensation (other than any management fee, any carried interest and/or any other compensation provided for in the applicable governing documents) is payable directly or indirectly to the General Partner by such Fund;

the potentially burdensome aspects of compliance, including the requirement that an application be filed each and every time each Fund considers a (i) co-investment with an AB Entity or (ii) purchase or sale to or from an AB Entity; and the imposition of a burden of unnecessary expenditures both of money and time on the part of the General Partner of such Fund and on the part of such Fund, and to some extent on the part of the staff of the Commission, in light of the substantial protections afforded to the investors in such Fund with respect to such matters as independent accountants, the furnishing of reports to investors in such Fund, and in the conditions and other restrictions on such Fund's operations contained in this Application; and

the fact that Eligible Employees will be professionals in the investment management and securities businesses, or in related activities, who meet the current standard of “accredited investor” under Rule 501(a) of Regulation D (except as described above) and, in the reasonable belief of the General Partner, are each equipped by experience and education to understand and evaluate the structure, management and plan of each Fund as compared to other investment opportunities, to understand and evaluate the merits and risks of investing in such Fund and to understand that such Fund is being offered without registration under the 1940 Act and the 1933 Act and the protections afforded thereby.

WHEREFORE, the Applicants respectfully request that the Commission enter an Order pursuant to Sections 6(b) and 6(e) of the 1940 Act exempting the Funds from all the provisions of the 1940 Act and the rules and regulations under the 1940 Act, except Sections 9, 17, 30, 36 through 53, and the Rules and Regulations thereunder. With respect to Sections 17(a), (d), (e), (f), (g), and (j) and 30(a), (b), (e), and (h) of the 1940 Act and the Rules and Regulations thereunder, and Rule 38a-l under the 1940 Act, Applicants request a limited exemption as set forth in this Application.

Section 17(a). Section 17(a) of the 1940 Act generally prohibits any affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal, from knowingly selling or purchasing any security or other property to or from the investment company. The Applicants request an exemption from Section 17(a) to the extent necessary to (a) permit an AB Entity or an AB Third Party Fund (or any affiliated person of such AB Entity or AB Third Party Fund), or any affiliated person of a Fund (or affiliated persons of such persons), acting as principal, to engage in any transaction directly or indirectly with any Fund or any company controlled by such Fund; and (b) permit a Fund to invest in or engage in any transaction with any AB Entity, acting as principal, (i) in which such Fund, any company controlled by such Fund or any AB Entity or any AB Third Party Fund has invested or will invest, or (ii) with which such Fund, any company controlled by such Fund or any AB Entity or AB Third Party Fund is or will become otherwise affiliated; and (c) permit a Third Party Investor, acting as a principal, to engage in any transaction directly or indirectly with a Fund or any company controlled by such Fund. The transactions to which any Fund is a party will be effected only after a determination by the General Partner that the requirements of Conditions 1, 2 and 6 in Section IV below have been satisfied. In addition, these transactions will be effected only to the extent not prohibited by the applicable governing documents. To the extent any of the transactions described under the request for exemption from Section 17(d) (and Rule 17d-1) would come within the purview of Section 17(a), such transactions are incorporated hereunder and an exemption from such section is also requested.

The relief is also requested to permit each Fund the flexibility to deal with its investments in the manner the General Partner deems most advantageous to all investors in the Fund, or as required by AB or the Fund's other co-investors, including, without limitation, borrowing funds from an AB Entity, restructuring its investments, having its investments redeemed, tendering such Fund's securities or negotiating options or implementing exit strategies with respect to its investments. Without an exemption, a Fund may be restricted in its ability to negotiate favorable terms under Section 17(a). Indeed, without the requested relief, the General Partner may be unable to achieve the best possible returns for such Fund or to effectuate the investment program contemplated by AB, such

Furthermore, the requested exemption is sought to ensure that an AB Third Party Fund or a Third Party Investor will not directly or indirectly become subject to a burden, restriction, or other adverse effect by virtue of a Fund's participation in an investment opportunity. Without this exemption, an AB Third Party Fund or a Third Party Investor may be restricted in its ability to engage in transactions with a Fund's portfolio companies, which would not have been the case had such Fund not invested in such portfolio companies.

In addition to seeking the relief described above, the Applicants request a specific exemption from Section 17(a) so that Funds are permitted, (i) to invest in funds advised, sponsored or underwritten by an AB Entity, (ii) to purchase short-term instruments from, or sell such instruments to, an AB Entity or (iii) to enter into repurchase agreements with an AB Entity. A Fund will pay no fee (other than any customary transaction charges also applicable to unaffiliated parties in similar transactions) in connection with the purchase of short-term instruments from an AB Entity. Any assets of a Fund invested in a fund advised, sponsored or underwritten by an AB Entity will only be subject to those fees that are charged to unaffiliated parties investing in the fund.

An exemption from Section 17(a) is consistent with the policy of each Fund and the protection of investors and necessary to promote the basic purpose of such Fund, as more fully discussed with respect to Section 17(d) below. The investors in each Fund will have been fully informed of the possible extent of such Fund's dealings with AB and of the potential conflicts of interest that may exist. As professionals employed in the investment management and securities businesses, or in administrative, financial, accounting, legal, sales, marketing, risk management or operational activities related thereto, the investors will be able to understand and evaluate the attendant risks. The community of interest among the investors in each Fund, on the one hand, and AB, on the other hand, is the best insurance against any risk of abuse. Applicants acknowledge that the requested relief will not extend to any transactions between a Fund and an Unaffiliated Subadviser or any affiliated Person of the Unaffiliated Subadviser, or between a Fund and any person who is not an employee, officer or director of AB or is an entity outside of AB and is an affiliated person of the Fund as defined in Section 2(a)(3)(E) of the 1940 Act (“Advisory Person”) or any affiliated person of such person.

The considerations described above will protect each Fund and limit the possibilities of conflicts of interest and abuse of the type that Section 17(a) was designed to prevent. Consistent with the foregoing, the Applicants agree to abide by the conditions set forth in Section IV of this Application with respect to the relief requested from Section 17(a). In addition, the Applicants, on behalf of the Funds, represent that any transactions otherwise subject to Section 17(a) of the 1940 Act, for which exemptive relief has not been requested, would require approval of the Commission.

Section 17(d) and Rule 17d-1. Section 17(d) of the 1940 Act and Rule 17d-1 thereunder prohibit any affiliated person or principal underwriter for a registered investment company, or any affiliated person of such a person or principal underwriter, acting as principal, from participating in any joint arrangement with the company unless authorized by the Commission. The Applicants request an exemption from Section 17(d) and Rule 17d-1 to the extent necessary to permit affiliated persons of each Fund (including without limitation the General Partner, the Investment Adviser, an AB Third Party Fund or AB entities), or affiliated persons of any of these persons (including without limitation the Third Party Investors) to participate in, or effect any transaction in connection with, any joint enterprise or other joint arrangement or profit-sharing plan in which such Fund or a company controlled by such Fund is a participant. The exemption requested would permit, among other things, co-investments by each Fund, AB Third Party Fund and individual members or employees, officers, directors or consultants of AB making their own individual investment decisions apart from AB. To the extent any of the transactions described under the request for exemption from Section 17(a) would come within the purview of Section 17(d) (and Rule 17d-1), such transactions are incorporated hereunder and an exemption from such section and rule is also requested. Applicants acknowledge that the requested relief will not extend to any transaction in which an Unaffiliated Subadviser or Advisory Person or an affiliated person of either has an interest.

Compliance with Section 17(d) would prevent each Fund from achieving a principal purpose, which is to provide a vehicle for Eligible Employees (and other permitted investors) to co-invest with AB or, to the extent permitted by the terms of the Fund, with other employees, officers, directors or consultants of AB or AB entities or with an AB Third Party Fund. Because of the number and sophistication of the potential investors in a Fund and persons affiliated with such investors, strict compliance with Section 17(d) would cause such Fund to forego investment opportunities simply because an investor in such Fund or other affiliated person of such Fund (or any affiliated person of such a person) also had, or contemplated making, a similar investment.

It is likely that suitable investments will be brought to the attention of a Fund because of its affiliation with AB's large capital resources and investment management experience. In addition, attractive investment opportunities of the types considered by a Fund often require each participant in the transaction to make funds available in an amount that may be substantially greater than those the Fund would independently be able to provide. As a result, a Fund's access to such opportunities may have to be through co-investment with other persons, including its affiliates.

The Applicants note that each Fund will be organized for the benefit of Eligible Employees (and other permitted investors) as an incentive for them to remain with AB and for the generation and maintenance of goodwill. The Applicants believe that, if co-investments with AB are prohibited, the appeal of a Fund for Eligible Employees would be significantly diminished. Eligible Employees have indicated a desire to participate in such co-investment opportunities because they believe that (a) the resources of AB enable it to analyze investment opportunities to an extent that individual employees would have

Furthermore, the requested exemption is sought to ensure that an AB Third Party Fund or a Third Party Investor will not directly or indirectly become subject to a burden, restriction, or other adverse effect by virtue of a Fund’s participation in an investment opportunity. Without this exemption, an AB Third Party Fund or a Third Party Investor may be restricted in its ability to engage in transactions with a Fund’s portfolio companies, which would not have been the case had such Fund not invested in such portfolio companies.

The flexibility to structure co-investments and joint investments in the manner described above will not involve abuses of the type Section 17(d) and Rule 17d-1 were designed to prevent. The concern that permitting co-investments by AB, on the one hand, and a Fund on the other, might lead to less advantageous treatment of such Fund, should be mitigated by the fact that (a) AB, in addition to its stake through the General Partner and its co-investment, will be acutely concerned with its relationship with the investors in such Fund, and (b) certain officers, directors and/or employees of AB entities generally will be investing in such Fund.

The considerations described above will protect each Fund and limit the possibilities of conflict of interest and abuse of the type which Section 17(d) was designed to prevent. Consistent with the foregoing, the Funds agree to abide by the conditions set forth below to the relief requested from Section 17(d) and Rule 17d-1. In addition, the Applicants, on behalf of the Funds, represent that any transactions otherwise subject to Section 17(d) of the 1940 Act and Rule 17d-1 thereunder, for which exemptive relief has not been requested, would require approval by the Commission.

The Applicants believe that the interests of the Eligible Employees participating in a Fund will be adequately protected even in situations where Condition 3 is not satisfied. AB is likely to invest a portion of its own capital in AB Third Party Fund investments, either through such AB Third Party Fund or on a side-by-side basis (which AB investments will be subject to substantially the same terms as those applicable to such AB Third Party Fund, except as otherwise disclosed in the governing documents of the relevant Fund). If Condition 3 were to apply to AB’s investment in these situations, the effect of such a requirement would be to indirectly burden the AB Third Party Fund with the requirements of Condition 3. In addition, the relationship of a Fund to an AB Third Party Fund, in the context of this Application, is fundamentally different from such Fund’s relationship to AB. The focus of, and the rationale for, the protections contained

Section 17(e). Section 17(e) of the 1940 Act and Rule 17e-1 thereunder limit the compensation an affiliated person may receive when acting as agent or broker for a registered investment company. The Applicants request an exemption from Section 17(e) to permit an AB Entity (including the General Partner) that acts as an agent or broker to receive placement fees, advisory fees, brokerage fees or other compensation from a Fund in connection with the purchase or sale by the Fund of securities, provided that the fees or other compensation can be deemed “usual and customary.” The Applicants state that for purposes of this Application, fees or other compensation that are charged or received by an AB Entity will be deemed to be “usual and customary” only if (i) the Fund is purchasing or selling securities alongside other unaffiliated third parties, AB Third Party Funds or Third Party Investors who are also similarly purchasing or selling securities, (ii) the fees or other compensation being charged to the Fund are also being charged to the unaffiliated third parties, AB Third Party Funds or Third Party Investors and (iii) the amount of securities being purchased or sold by the Fund does not exceed 50% of the total amount of securities being purchased or sold by the Fund and the unaffiliated third parties, AB Third Party Funds or Third Party Investors.

Compliance with Section 17(e) would prevent a Fund from participating in a transaction in which AB, for other business reasons, does not wish to appear as if the Fund is being treated in a more favorable manner (by being charged lower fees) than other third parties also participating in the transaction. The concerns of overreaching and abuse that Section 17(e) and Rule 17e-1 were designed to prevent are alleviated by the conditions that ensure that (i) the fees or other compensation paid by a Fund to an AB Entity are those negotiated at arm's length with unaffiliated third parties and (ii) the unaffiliated third parties have as great or greater interest as the Fund in the transaction as a whole.

Rule 17e-1(b) under the 1940 Act requires that a majority of directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) take actions and make approvals regarding commissions, fees, or other remuneration. Rule 17e-1(c) under the 1940 Act requires each Fund to comply with the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act. The Applicants also request an exemption from Rule 17e-1(b) to the extent necessary to permit each Fund to comply with Rule 17e-1(b) without the necessity of having a majority of the directors of the Fund who are not “interested persons” take such actions and make such approvals as are set forth in Rule 17e-1(b). In the event that all the directors of the General Partner or other governing body of the General Partner will be affiliated persons, a Fund could not comply with Rule 17e-1(b) without the relief requested. In such event, the Fund will comply with Rule 17e-1(b) by having a majority of the directors (or members of a comparable body) of the Fund or its General Partner take such actions and make such approvals as are set forth in Rule 17e-1(b). Each Fund will otherwise comply with all other requirements of Rule 17e-1(b).

Similarly, the Applicants request an exemption from Rule 17e-1(c) to the extent necessary to permit each Fund to comply with Rule 17e-l without the necessity of having a majority of the directors of the Fund be “disinterested persons” as is set forth in Rule 17e-1(c). In the event that all the directors of the General Partner or other governing body of the General Partner will be affiliated persons, a Fund could not comply with Rule 17e-1 without the relief requested. Each Fund will otherwise comply with all other requirements of Rule 17e-1(c).

Section 17(f). Section 17(f) of the 1940 Act provides that the securities and similar investments of a registered management investment company must be placed in the custody of a bank, a member of a national securities exchange or the company itself in accordance with Commission rules. Rule 17f-2 under the 1940 Act specifies the requirements that must be satisfied for a registered management investment company to act as a custodian of its own investments. The Applicants request relief from Section 17(f) and Rule 17f-2 to permit the following exceptions from the requirements of Rule 17f-2:

(c) in place of the verification procedure under Rule 17f-2(f), verification will be effected quarterly by two employees of the General Partner who are also employees of AB responsible for the administrative, legal and/or compliance functions for funds managed or sponsored by AB and who have specific knowledge of custody requirements, policies and procedures of the Funds. With respect to certain Funds, the Applicants expect that many of their investments will be evidenced only by partnership agreements, participation agreements or similar documents, rather than by negotiable certificates that could be misappropriated. The Applicants assert that, for such a Fund, these instruments are most suitably kept in the files of the General Partner or its Investment Adviser, where they can be referred to as necessary. Applicants will comply with all other provisions of Rule 17f-2, including the recordkeeping requirements of paragraph (e).

Section 17(g). Section 17(g) and Rule 17(g)-1 generally require the bonding of officers and employees of a registered investment company who have access to its securities or funds. Rule 17g-1 requires that a majority of the directors who are not “interested persons” of a registered investment company take certain actions and give certain approvals relating to the fidelity bonding. Rule 17g-1(g) sets forth certain materials relating to the fidelity bond that must be filed with the Commission and certain notices

relating to the fidelity bond that must be given to each member of the investment company's board of directors. Rule 17g-1(h) provides that an investment company must designate one of its officers to make the filings and give the notices required by paragraph (g). Rule 17g-1(j) exempts a joint insured bond provided and maintained by an investment company and one or more parties from Section 17(d) of the 1940 Act and the rules thereunder. Rule 17g-1(j)(3) requires that the board of directors of an investment company satisfy the fund governance standards defined in Rule 0-1(a)(7).

In the event that all the directors of the General Partner or other governing body of the General Partner will be affiliated persons, a Fund could not comply with Rule 17g-1 without the relief requested. The Applicants request an exemption from Rule 17g-1 to the extent necessary to permit a Fund to comply with Rule 17g-1 by having the General Partner of the Fund take such actions and make such approvals as are set forth in Rule 17g-1. Applicants also request an exemption from the requirements of Rule 17g-1(g) and (h) relating to the filing of copies of fidelity bonds and related information with the Commission and the provision of notices to the board of directors and from the requirements of Rule 17g-1(j)(3). Applicants believe the filing requirements are burdensome and unnecessary as applied to the Funds. The General Partner of each Fund will maintain the materials otherwise required to be filed with the Commission by Rule 17g-1(g) and agree that all such material will be subject to examination by the Commission and its staff. The General Partner of each Fund will designate a person to maintain the records otherwise required to be filed with the Commission under Rule 17g-1(g). Applicants also state that the notices otherwise required to be given to the board of directors will be unnecessary as the Funds will not have boards of directors. Each Fund will comply with all other requirements of Rule 17g-1. The fidelity bond of the Funds will cover all employees of AB who have access to the securities or funds of the Funds.

Section 17(j). Section 17(j) and Rule 17j-1 require that every registered investment company and the investment adviser of and principal underwriter for the investment company adopt a written code of ethics approved by the board of directors of the investment company that contains provisions reasonably necessary to prevent “access persons” from violating the anti-fraud provisions of the Rule. Under Rule 17j-1, the investment company's access persons must report to the investment company with respect to transactions in any security in which the access person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in such security, which reports the investment company must retain in its records. In addition, the investment company's “investment personnel” must obtain pre-transaction clearance for certain securities transactions and the investment company's board must consider and review an annual report certifying compliance with the code of ethics.

The Applicants request an exemption from Section 17(j) and Rule 17j-1 (except the anti-fraud provisions of Rule 17j-l(b)) because the requirements contained therein are burdensome and unnecessary as applied to the Funds. Requiring each Fund to adopt a written code of ethics and requiring access persons to report each of their securities transactions (including the attendant record review and retention procedures) would be time consuming and expensive, and would serve little purpose in light of, among other

things, the community of interest among the investors in such Fund by virtue of their common association in AB; the substantial and largely overlapping protections afforded by the conditions with which such Fund has agreed to comply; the concern of AB that personnel who participate in such Fund actually receive the benefits they expect to receive when investing in such Fund; the fact that the investments of such Fund will be investments that usually would not be offered to the investors in such Fund, including those investors who would be deemed access persons, as individual investors; and the existing written compliance policies and procedure that have been adopted by AB under the Advisers Act which, among other things, include a code of ethics and securities pre-clearance procedure, each of which will generally be applicable to members of AB and Eligible Employees. Accordingly, the requested exemption is consistent with the purposes of the 1940 Act, because the dangers against which Section 17(j) and Rule 17j-1 are intended to guard are not present in the case of any Fund. Moreover, no exemption is requested from the general anti-fraud provisions of Rule 17j-1(b). The relief requested will extend only to entities within AB and is not requested with respect to any Unaffiliated Subadviser or Advisory Person.

Sections 30(a), (b) and (e). Sections 30(a), 30(b) and 30(e), and the rules under those sections, generally require that registered investment companies prepare and file with the Commission and mail to their shareholders certain periodic reports and financial statements. The forms prescribed by the Commission for periodic reports have little relevance to a Fund and would entail administrative and legal costs that outweigh any benefit to the investors in such Fund. Also, due to the size and public presence of AB, the public availability of such reports may lead investors to draw unwarranted inferences from the information contained in such reports. The pertinent information contained in such filings will be furnished to the investors in a Fund, the only class of people truly interested in such material. In view of the community of interest among all parties concerned with a Fund, the fact that all investors in a Fund generally will receive financial statements audited by independent certified public accountants and the fact that interests are not available to the public, but rather a specific group of people, it would seem that the protection afforded by Sections 30(a) and (b) (i.e., public dissemination of information to insure orderly markets and equality of information among the public) is not relevant to a Fund or its operations. Consequently, the Applicants request relief under Sections 30(a) and (b) to the extent necessary to permit each Fund to report annually to its investors in the manner previously described under the section “I. Statement of Facts – Reports and Accounting.”

Exemptive relief is also requested under Section 30(e) to the extent necessary to permit each Fund to report annually to the investors in such Fund in the manner referenced above. It is expected that certain Funds will hold a relatively small number of privately placed investments over long periods of time. Such investments require sophisticated and complex valuations. In view of the foregoing, the delivery of annual audited financial statements and in light of the lack of trading or public market for interests, it is respectfully submitted that to allow annual, rather than semi-annual, reports would be consistent with the protection of investors and the policies fairly intended by the 1940 Act.

Section 30(h). Section 30(h) of the 1940 Act requires that every officer, director, member of an advisory board, investment adviser or affiliated person of an investment adviser of a closed-end investment company be subject to the same duties and liabilities as those imposed upon similar classes of persons under Section 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”). As a result, the General Partner of each Fund and others who may be deemed members of an advisory board or an investment adviser (and affiliated persons thereof) of such Fund may be required to file Forms 3, 4 and 5 with respect to their ownership of interests in such Fund, even though no trading market for the interests would exist and transferability of such interests would be severely restricted. These filings are unnecessary for the protection of investors and burdensome to those required to make them. Because there would be no trading market, and the transfers of interests are severely restricted, the purpose intended to be served by Section 16(a) is not apparent. Accordingly, exemption is requested from the requirements of Section 30(h) to the extent necessary to exempt the General Partner of each Fund, directors and officers of the General Partner and any other persons who may be deemed members of an advisory board or investment adviser (and affiliated persons thereof) of such Fund from filing Forms 3, 4 and 5 with respect to their ownership of interests in such Fund under Section 16 of the 1934 Act.

Rule 38a-1. Rule 38a-1 requires investment companies to adopt, implement and periodically review written policies and procedures reasonably designed to prevent violation of the federal securities laws and to appoint a chief compliance officer. Each Fund will comply with Rule 38a-l(a), (c) and (d), except that (i) to the extent the Fund does not have a board of directors, the board of directors of the General Partner or other governing body of the General Partner will fulfill the responsibilities assigned to the Fund's board of directors under the Rule; (ii) to the extent the board of directors or other governing body of the General Partner does not have any disinterested members, approval by a majority of the disinterested board members required by Rule 38a-l will not be obtained; and (iii) to the extent the board of directors or other governing body of the General Partner does not have any independent members, the Funds will comply with the requirement in Rule 38a-l(a)(4)(iv) that the chief compliance officer meet with the independent directors by having the chief compliance officer meet with the board of directors or other governing body of the General Partner as constituted.

In addition, the General Partner will record and preserve a description of all Section 17 Transactions, the General Partner's findings, the information or materials upon which the General Partner's findings are based and the basis for such findings. All such records will be maintained for the life of the Fund and at least six years thereafter, and will be subject to examination by the Commission and its staff. Each Fund will preserve the accounts, books and other documents required to be maintained in an easily accessible place for the first two years.

3. The General Partner will not cause the funds of any Fund to be invested in any investment in which a “Co-Investor” (as defined below) has acquired or proposes to acquire the same class of securities of the same issuer, where the investment involves a joint enterprise or other joint arrangement within the meaning of Rule 17d-1 in which the Fund and a Co-Investor are participants, unless prior to such investment any such Co-Investor agrees, prior to disposing of all or part of its investment, to: (a) give the General Partner sufficient, but not less than one day's, notice of its intent to dispose of its investment; and (b) refrain from disposing of its investment unless the Fund has the opportunity to dispose of the Fund's investment prior to or concurrently with, on the same terms as, and on a pro rata basis with, the Co-Investor. The term “Co-Investor” with respect to any Fund means any person who is: (a) an “affiliated person” (as defined in Section 2(a)(3) of the 1940 Act) of the Fund (other than an AB Third Party Fund); (b) AB (except when an AB Entity co-invests with a Fund and an AB Third Party Fund pursuant to a contractual obligation to the AB Third Party Fund); (c) an officer or director of an AB Entity; or (d) an entity (other than an AB Third Party Fund) in which AB acts as a general partner or has a similar capacity to control the sale or other disposition of the entity's securities. The restrictions contained in this condition, however, shall not be deemed to limit or prevent the disposition of an investment by a Co-Investor: (a) to its direct or indirect wholly-owned subsidiary, to any company (a “parent”) of which the Co-Investor is a direct or indirect wholly-owned subsidiary or to a direct or indirect wholly-owned subsidiary of its parent; (b) to immediate family members of the Co-Investor, including step or adoptive relationships, or a trust or other investment vehicle established for any Co-Investor or any such family member; or (c) when the investment is comprised of securities that are (i) listed on a national securities exchange registered under Section 6 of the 1934 Act; (ii) NMS stocks, pursuant to Section 11A(a)(2) of the 1934 Act and rule

600(b) of Regulation NMS thereunder; (iii) government securities as defined in Section 2(a)(16) of the 1940 Act; (iv) “Eligible Securities” as defined in rule 2a-7 under the 1940 Act, or (v) listed or traded on any foreign securities exchange or board of trade that satisfies regulatory requirements under the law of the jurisdiction in which such foreign securities exchange or board of trade is organized similar to those that apply to a national securities exchange or a national market system for securities.

4. Each Fund and its General Partner will maintain and preserve, for the life of such Fund and at least six years thereafter, such accounts, books, and other documents as constitute the record forming the basis for the audited financial statements that are to be provided to the investors in such Fund, and each annual report of such Fund required to be sent to such investors, and agree that all such records will be subject to examination by the Commission and its staff. Each Fund will preserve the accounts, books and other documents required to be maintained in an easily accessible place for the first two years.

5. The General Partner of each Fund will send to each investor in such Fund who had an interest in any capital account of the Fund, at any time during the fiscal year then ended, Fund financial statements audited by the Fund's independent accountants, except in the case of a Fund formed to make a single Portfolio Investment. In such cases, financial statements will be unaudited, but each investor will receive financial statements of the single portfolio investment audited by such entity's independent accountants. At the end of each fiscal year and at other times as necessary in accordance with customary practice, the General Partner will make a valuation or have a valuation made of all of the assets of the Fund as of the fiscal year end. In addition, as soon as practicable after the end of each tax year of a Fund, the General Partner of such Fund will send a report to each person who was an investor in such Fund at any time during the fiscal year then ended, setting forth such tax information as shall be necessary for the preparation by the investor of his, her or its U.S. federal and state income tax returns and a report of the investment activities of the Fund during that fiscal year.

The above exemptions are being requested because they are considered necessary or relevant to the operations of the Fund as an investment program uniquely adapted to the needs of employees of AB. The exemptions requested are necessary to create an attractive investment program for Eligible Employees and to enable the investment activities of the Fund to maintain the community of interest among all investors. It is respectfully submitted that the protections provided in the sections of the 1940 Act from which exemptions have been requested are not necessary, appropriate, or consistent with the protection of investors provided by the 1940 Act in view of the substantial community of interest among all the parties and the fact that each Fund is or will be an “employees' securities company” as defined in Section 2(a)(13) of the 1940 Act.

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of AllianceBernstein L.P., does hereby certify that this Application is signed by Jamie Horowitz, Assistant Secretary of AllianceBernstein L.P., pursuant to the general authority vested in her as such under her appointment as Assistant Secretary of AllianceBernstein L.P.

	ALLIANCEBERNSTEIN L.P.


	By:	/s/ *Laurence Cranch*
	Name: Laurence Cranch
	Title: General Counsel

Exhibit A-2

Authorization

Officer’s Certificate

The undersigned, being a duly appointed officer of AllianceBernstein U.S. Real Estate Partners II G.P. L.P., the general partner of AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P., does hereby certify that this Application is signed by Jamie Horowitz, Vice President of AllianceBernstein U.S. Real Estate Partners II G.P. L.P., the general partner of AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P., pursuant to the general authority vested in her as such under her appointment as Vice President of AllianceBernstein U.S. Real Estate Partners II G.P. L.P., the general partner of AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P.

	ALLIANCEBERNSTEIN U.S. REAL ESTATE (EMPLOYEE) FUND II, L.P.

	By: *ALLIANCEBERNSTEIN U.S. REAL ESTATE PARTNERS II G.P. L.P.* its General Partner

	By:	/s/ *Stephen Iorio*
	Name: Stephen Iorio
	Title: Vice President

Exhibit B-1

Verification

The undersigned states that she has duly executed the foregoing Application, dated April 20, 2015, for and on behalf of AllianceBernstein L.P., that she is Assistant Secretary of AllianceBernstein L.P., and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

	ALLIANCEBERNSTEIN L.P.


	By:	/s/ *Jamie Horowitz*
	Name: Jamie Horowitz
	Title: Assistant Secretary

Exhibit B-2

Verification

The undersigned states that she has duly executed the foregoing Application, dated April 20, 2015, for and on behalf of AllianceBernstein U.S. Real Estate Partners II G.P. L.P., the general partner of AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P., that she is the Vice President of AllianceBernstein U.S. Real Estate Partners II G.P. L.P., the general partner of AllianceBernstein U.S. Real Estate (Employee) Fund II, L.P., and that all actions by partners, stockholders, directors and other bodies necessary to authorize the undersigned to execute and file such instrument have been taken. The undersigned further states that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

This ‘40-6B’ Filing	Date	Other Filings

Filed on:	4/20/15
	12/31/14	10-K, 13F-HR
	4/4/14
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Alliancebernstein L.P. – ‘40-6B’ on 4/20/15

On: Monday, 4/20/15, at 4:45pm ET · Accession #: 895345-15-135 · File #: 813-00384

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