UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549SCHEDULE 14A
Proxy Statement Pursuant to SectionINFORMATION
(RULE 14a-101)PROXY STATEMENT PURSUANT TO SECTION 14(a)
of the Securities Exchange Act ofOF
THE SECURITIES EXCHANGE ACT OF 1934(Amendment(Amendment No. )
Filed by the Registrant
|X|[X]Filed by a Party other than the Registrant
|_|[_]Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Pursuant to Section 240.14a-12 AllianceBernstein Variable Product Series Fund, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: --------------------------------------------------------------------------------|_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------------------------- 4) Date Filed: --------------------------------------------------------------------------------[LOGO] ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
[_] | Preliminary Proxy Statement |
| [_] | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
| [X] | Definitive Proxy Statement |
| [_] | Definitive Additional Materials |
| [_] | Soliciting Material Under Rule 14a-12 |
| AB Variable Products Series Fund, Inc. | |
| (Name of Registrant as Specified in Its Charter) | |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| [X] | No fee required. |
| [_] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| [_] | Fee paid previously with preliminary materials: |
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
AB VARIABLE PRODUCTS SERIES FUND, INC.
1345AvenueoftheAmericas, New York, NewYork 10105
TollFree(800) 221-5672
September 15, 2010
August 20, 2018
Dear Stockholders:
The Board of Directors (the "Directors"“Directors”) of AllianceBernsteinAB Variable Products Series Fund, Inc. (the "Fund") and the series thereof (each a "Portfolio" and,
collectively, the "Portfolios"“Company”) is pleased to invite you to the Annual Meeting of Stockholders (the "Meeting"“Meeting”) of the Company and each fund organized as a series of the Company (each, a “Fund” and, collectively, the “Funds”) to be held on November 5, 2010.October 11, 2018. The accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement present two proposals to be considered at the Meeting.
At the Meeting, stockholders of the PortfoliosFunds will be asked to elect Directors
for the Fund. TheDirectors. In addition, stockholders of the Portfolios are also beingeach Fund will be asked to approve new investment advisory agreements with AllianceBernstein L.P., the investment adviser to the Funds (the “Adviser”). The approval of new advisory agreements is required as a proposal, as explainedresult of certain anticipated changes to the indirect ownership of the Adviser, in connection with a plan by AXA S.A. to divest over time its remaining ownership interest in AXA Equitable Holdings, Inc., the indirect holder of a majority of the partnership interests in the attached Proxy Statement,Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser. The material terms of the proposed new investment advisory agreements are identical to amend a
fundamentalthe material terms of the current investment policy regarding commodities. We believe that this
amendment will benefit each Portfolio and its stockholders.
advisory agreement for the Funds.
The Directors haveBoard has concluded that the proposals are in the best interests of each PortfolioFund, and unanimously recommendrecommends that you vote "FOR" each of the proposals that apply to each of the Portfolio or PortfoliosFunds in which you hold shares.
We welcome your attendance at the Meeting. IfEven if you are unableplan to attend, we encourage you to authorize a proxy to vote by proxy.your shares. Broadridge Financial Solutions, Inc. ("Broadridge"), a proxy solicitation firm, has been selected to assist stockholders in the proxy solicitation process. If we have not received your proxy authorization as the date of the Meeting approaches, you may receive a telephone call from Broadridge reminding you to authorize the proxy holders to cast your vote.votes. No matter how many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
New York, New York
Questions and Answers
AllianceBernstein Variable Products Series Fund, Inc. (the "Fund")
Proxy
| Robert M. Keith | ||
| President |
QUESTIONS AND ANSWERS
AB VARIABLE PRODUCTS SERIES FUND, INC.
PROXY
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. This booklet contains the Notice of Annual Meeting of Stockholders (the
"Notice") and Proxy Statement that provides you with information you should
review before voting on the proposals that will be presented at the Annual
Meeting of Stockholders (the "Meeting") for the Portfolios of the Fund
listed in the accompanying Notice (each a "Portfolio" and, collectively, the
"Portfolios").
Shares of the Portfolios are not sold directly to individuals. The
Portfolios only offer their shares through the separate accounts of life
insurance companies ("Insurers"). As a contractholder, you hold a contract
with an Insurer that offers one or more of the Portfolios as an investment
option. The Insurers are the stockholders of record. However, because you,
the contractholder, are the true beneficial owner of the investment,
Insurers will generally pass their voting rights onto you and will vote the
shares of each Portfolio that you hold through your insurance contracts in
accordance with any instructions you provide. As a contractholder, you have
the right to vote for the election of the Directors of the Fund and on one
proposal concerning your investment in a Portfolio.
References to "you" or "stockholders" throughout the proxy materials shall
include stockholders of record (i.e., the Insurers) and contractholders.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund (the "Board") is asking you to vote at
the Meeting. All stockholders
| A. | This booklet contains the Notice of Meeting of Stockholders and the Proxy Statement that provides you with information you should review before voting on the proposals that will be presented at the Meeting of Stockholders (the "Meeting") for AB Variable Products Series Fund, Inc. (the "Company") and each fund organized as a series of the Company (each, a "Fund" and, collectively, the "Funds"). You are receiving these proxy materials because you own shares of capital stock of a Fund. As a stockholder, you have the right to vote on the proposal(s) concerning your investment in a Fund, but only with respect to the Fund or Funds in which you own shares. |
| Q. | WHO IS ASKING FOR MY VOTE? |
| A. | The Board of Directors is asking you to vote at the Meeting on the proposals. Details regarding the proposals are set forth in the Proxy Statement. A summary of the proposals is as follows: |
| · | The first proposal is to consider and vote upon the election of Directors. |
| · | The second proposal is to consider and vote upon the approval of new investment advisory agreements for the Funds with AllianceBernstein L.P. (the "Adviser"). |
Each stockholder will be asked to vote on both proposals. Those
proposalsthe proposal(s) that applies to the Fund in which the stockholder holds shares.
| Q. | WHY AM I BEING ASKED TO ELECT MEMBERS OF THE BOARD? |
| A. | The members of the Board serve as representatives of stockholders of the Funds they oversee and for which they serve as director. Members of the Board have an obligation to serve the best interests of those Funds. The Investment Company Act of 1940, as amended (the "1940 Act"), requires that a majority of the Directors be elected by stockholders of the Funds for which they serve. In addition, the Board may fill vacancies or elect new Directors only if at least two-thirds of the Directors have been elected by stockholders immediately following their election. |
Having all Directors elected by the stockholders at this time facilitates the election of future Directors by the Board should it become necessary or desirable, as long as two-thirds of the resulting Directors were elected by stockholders. The nominees are all current members of the Board.
The nominees for the Board are Michael J. Downey, William H. Foulk, Jr., Nancy P. Jacklin, Robert M. Keith, Carol C. McMullen, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner.
| Q. | WHY AM I BEING ASKED TO APPROVE NEW INVESTMENT ADVISORY AGREEMENTS? |
| A. | As required by the 1940 Act, the current investment advisory agreement between the Adviser and the Company on behalf of each Fund automatically terminates in the event of an assignment, which includes a direct or indirect transfer of a controlling block of the voting securities of the Adviser. This provision effectively requires a Fund's stockholders to vote on a new investment advisory agreement if the Adviser experiences a transfer of a controlling block of its voting securities for purposes of the 1940 Act. |
As described in more detail in the Proxy Statement, AXA S.A. plans to sell over time its remaining ownership interest in AXA Equitable Holdings, Inc., the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser (the "Plan"). It is anticipated that one or more of the sales transactions over time conducted pursuant to the Plan may ultimately result in the indirect transfer of a "controlling block" of voting securities of the Adviser and therefore may be deemed an "assignment" causing a termination of the current investment advisory agreement for the Funds. To ensure continuation of the advisory services provided to each Fund, stockholders are being asked to approve a new investment advisory agreement. As part of the same proposal, stockholders are also voting to approve any future advisory agreements in the event there is more than one indirect transfer of a controlling block of the voting securities of the Adviser that occurs in connection with the Plan and a new advisory agreement terminates.
The transaction(s) are not expected to result in any changes to the contractual investment advisory fees charged to the Funds, the portfolio management of any Fund or the nature and quality of services provided by the Adviser.
| Q. | WILL THE PROPOSED INVESTMENT ADVISORY AGREEMENT AFFECT THE PORTFOLIO MANAGEMENT OR INVESTMENT STRATEGY OF ANY FUND? |
| A. | No. The investment objectives, principal investment strategies, investment processes and principal risks of the Funds will not change as a result of entering into the proposed new investment advisory agreement with the Adviser. Further, there are no anticipated changes to the portfolio management team of any Fund in connection with the proposed agreement. |
| Q. | DOES THE PROPOSED INVESTMENT ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY AGREEMENT? |
| A. | No. The proposed new investment advisory agreement is substantially identical to the current investment advisory agreement, except with respect to the effective and termination dates. If the new agreement is approved and becomes effective, the Adviser will continue to provide advisory services to the Funds on the same terms and at the same contractual advisory fee rates as provided under the current investment advisory agreement, subject to any expense limitation. There is no anticipated change in the level, nature or quality of services provided to the Funds by the Adviser. |
| Q. | WHAT HAPPENS IF STOCKHOLDERS OF A FUND DO NOT APPROVE THE PROPOSED INVESTMENT ADVISORY AGREEMENT? |
| A. | If the stockholders of a Fund do not approve the proposed new investment advisory agreement with respect to that Fund and no direct or indirect transfer of a controlling block of the Adviser's voting securities occurs, the Adviser would continue to serve as adviser to the Fund under the current advisory agreement. |
If the stockholders of a Fund do not approve the proposed new investment advisory agreement with respect to that Fund and a direct or indirect transfer of a controlling block of the Adviser's voting securities occurs, the current investment advisory agreement would terminate and the Adviser would not be able to serve as follows:
. Election of Directorsadviser for the Fund and
. Amendmentto provide for continuity of service. Under these circumstances, the Portfolios' fundamental investment policies regarding
commodities.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" eachwould need to consider appropriate action, which could include, among other things, allowing the Fund to operate under an interim advisory agreement with a duration of no more than 150 days (which agreement has been approved by the nominees and FOR the
proposal.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record at the close of business on September 9, 2010 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. If you were a contractholder of an insurance
contract that held shares in a Portfolio on the Record Date, you have the
right to vote even if you no longer invest in the Portfolio.
Q. WHAT ROLE DOES THE BOARD PLAY?
A. The business and affairs of each Portfolio are managed under the direction
of the Board. Each of the Directors has an obligation to act in what he or
she believes to be the best interests of a Portfolio, including approving
and recommending the proposalsBoard, as discussed in the Proxy Statement. The backgroundStatement), seeking approval of each nominee for Director is describeda new investment advisory agreement, liquidation of a Fund, or reorganizing the Fund with and into another investment company in the Proxy Statement.
Q. WHY IS THE BOARD PROPOSING TO AMEND THE PORTFOLIOS' FUNDAMENTAL INVESTMENT
POLICIES REGARDING COMMODITIES?
A. Certain policies are required by the federal law applicable to mutual funds
to be fundamental, meaning they cannot be changed without a stockholder
vote. We are proposing to amend the Portfolios' fundamental policies
regarding commodities and adopt a more flexible policy that will reference
applicable law. The proposed amendment is intended to clarify that the
Portfolios may continue to engage in current investment practices as
approved by the Directors, regardless of changes in applicable law,
including changes as a result of the recent financial reform legislation.
The revised policy will not change the way the Portfolios are managed.
Q. HOW CAN I VOTE MY SHARES?
A. Please follow the voting instructions included on the enclosed Proxy Card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to exercising the proxy (i) by
giving written notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by authorizing a later-dated proxy
(either by signing and submitting another proxy card or by calling
(866) 451-3783) or (iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 451-3783 if you have questions.
[LOGO]
ALLIANCEBERNSTEIN
AllianceBernstein Variable Products Series Fund, Inc.
AllianceBernstein VPS Balanced Wealth
Strategy Portfolio
AllianceBernstein VPS Global Thematic
Growth Portfolio
AllianceBernstein VPS Growth Portfolio
AllianceBernstein VPS Growth and
Income Portfolio
AllianceBernstein VPS Intermediate
Bond Portfolio
AllianceBernstein VPS International
Growth Portfolio
AllianceBernstein VPS International
Value Portfolio
AllianceBernstein VPS Large Cap
Growth Portfolio
AllianceBernstein VPS Money Market
Portfolio
AllianceBernstein VPS Real Estate
Investment Portfolio
AllianceBernstein VPS Small Cap
Growth Portfolio
AllianceBernstein VPS Small/Mid Cap
Value Portfolio
AllianceBernstein VPS Value Portfolio
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
Notice of Annual Meeting of Stockholders Scheduled for November 5, 2010
complex.
| Q. | HOW DOES THE BOARD RECOMMEND I VOTE? |
| A. | The Board recommends that you vote FOR each proposal. |
| Q. | WHO IS ELIGIBLE TO VOTE? |
| A. | Stockholders of record of the Funds at the close of business on August 13, 2018 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. You will be entitled to vote only on those proposals that apply to the Fund or Funds of which you were a stockholder on the Record Date. If you owned shares on the Record Date, you have the right to vote even if you later redeemed the shares. |
| Q. | WHAT ROLE DOES THE BOARD PLAY? |
| A. | The business and affairs of each Fund are overseen by the Board. Each Director has an obligation to act in what he or she believes to be the best interests of the Fund, including approving and recommending the proposals in the Proxy Statement. The background of each nominee for Director is described in the Proxy Statement. |
| Q. | HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTE? |
| A. | Please follow the instructions included on the enclosed Proxy Card. |
| Q. | WHAT IF I WANT TO REVOKE MY PROXY? |
| A. | You can revoke your proxy at any time prior to its exercise (i) by giving written notice to the Secretary of AB Variable Products Series Fund, Inc. at 1345 Avenue of the Americas, New York, New York 10105, (ii) by authorizing a later-dated proxy (either by signing and submitting another proxy card or by calling (855) 643-7455 or (iii) by personally voting at the Meeting. Please note that attendance at the Meeting without voting will not be sufficient to revoke a previously authorized proxy. |
| Q. | WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY? |
| A. | Please call (855) 643-7455 if you have questions. |
AB VARIABLE PRODUCTS SERIES FUND, INC.
345AvenueoftheAmericas, New York, NewYork 10105 Toll Free (800) 221-5672 |
NOTICE OF MEETING OF STOCKHOLDERS
SCHEDULED FOR OCTOBER 11, 2018
To the Stockholders of the seriesFunds:
Notice is hereby given that a Meeting of AllianceBernsteinStockholders (the “Meeting”) of AB Variable Products Series Fund, Inc. (the "Fund"):
Notice is hereby given that an Annual Meeting of Stockholders (the "Meeting"“Company”) of theand each fund organized as a series of the Fund (each,Company (individually, a "Portfolio"“Fund”, and, collectively, the "Portfolios"“Funds”) will be held at the officeoffices of the Fund,Company, 1345 Avenue of the Americas, 41st41st Floor, New York, New York 10105, on November 5, 2010,October 11, 2018, at 3:00
p.m.11:30 a.m., Eastern Time,Time. The Meeting is designated as the “Annual” stockholder meeting for the Funds.
The Meeting will be held to consider and vote on the following Proposals, eachproposals, all of which isare more fully described in the accompanying Proxy Statement dated September 15, 2010:
1. The election of Directors of the Fund, each such Director to serve for a
term of indefinite duration and until his or her successor is duly
elected and qualifies;
2. Amendment of the Portfolios' fundamental investment policies regarding
commodities; and
3. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
| 1. | To consider and vote upon the election of Directors of the Company, each such Director to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies. |
| 2. | To consider and vote upon the approval of new investment advisory agreements for the Funds with AllianceBernstein L.P. |
| 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
Any stockholder of record of a PortfolioFund at the close of business on September 9, 2010 (the "Record Date") August 13, 2018is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof.The enclosed proxy for each Fund is being solicited on behalf of the Board of Directors.
By OrderDirectors of the Board of Directors,
Emilie D. Wrapp
Secretary
Company.
By Order of the Board of Directors, Emilie Wrapp Secretary |
New York, New York
September 15, 2010
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
August 20, 2018
YOUR VOTE IS IMPORTANT Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed intheUnited States. You may also authorize proxies to cast your vote by telephone or through the Internet. To do so, please follow the instructions on the enclosed proxy card. Your vote is very important no matter howmanyshares you own.Pleasemarkandmail or otherwise authorizeyourproxy promptly in ordertosavetheFundsanyadditional cost of further proxy solicitation and in orderfortheMeetingtobe held as scheduled. |
The [A/B] Logo is a service mark of AllianceBernstein and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. You may also, by telephone or through the
Internet, authorize proxies to cast your votes. To do so, please follow the
instructions on the enclosed Proxy Card. Your voteAllianceBernstein® is very important no matter
how many shares you own. Please mark and mail your proxy promptly in order to
save any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
--------------------------------------------------------------------------------
AllianceBernstein (R) and the AB Logo area registered trademarks and service
markstrademark used by permission of the owner, AllianceBernstein L.P.
TABLE OF CONTENTS
PROXYSTATEMENT
ALLIANCEBERNSTEIN
AB VARIABLE PRODUCTS SERIES FUND, INC.
AllianceBernstein VPS
AB Balanced Wealth Strategy Portfolio
AllianceBernstein VPS
AB Dynamic Asset Allocation Portfolio
AB Global Thematic Growth Portfolio
AllianceBernstein VPS
AB Growth Portfolio
AllianceBernstein VPS
AB Growth and Income Portfolio
AllianceBernstein VPS
AB Intermediate Bond Portfolio
AllianceBernstein VPS
AB International Growth Portfolio
AllianceBernstein VPS
AB International Value Portfolio
AllianceBernstein VPS
AB Large Cap Growth Portfolio
AllianceBernstein VPS Money Market
Portfolio
AllianceBernstein VPS
AB Real Estate Investment Portfolio
AllianceBernstein VPS
AB Small Cap Growth Portfolio
AllianceBernstein VPS
AB Small/Mid Cap Value Portfolio
AllianceBernstein VPS
AB Value Portfolio
--------------------------------------------------------------------------------
AB Global Risk Allocation—Moderate Portfolio
1345 Avenue of the Americas
New York, New York 10105
-----------------
ANNUAL
MEETING OF STOCKHOLDERS
November 5, 2010
-----------------
Introduction
October 11, 2018
INTRODUCTION
This is a Proxy Statement for the portfolios of the AllianceBernsteinAB Variable Products Series Fund, Inc. (the "Fund"("AVP" or the "Company") and each fund organized as a series of the Company listed above (each a "Portfolio""Fund", and collectively, the "Portfolios""Funds"). The Fund's Board of Directors (the "Board") is soliciting proxies for an Annuala Meeting of Stockholders of each Portfolio (the "Meeting") to consider and vote on proposals that are being recommended by the Board.
The BoardCompany is sending you this Proxy Statement to ask for your vote on twothe proposals affecting your Portfolio.Fund. The FundMeeting will hold the Meetingbe held at the offices of the Fund,Company, 1345 Avenue of the Americas, 41st41st Floor, New York, New York 10105, on November 5, 2010October 11, 2018 at 3:00 p.m.11:30 a.m., Eastern Time.The solicitation will be made primarily by mail and may also be made by telephone or through the Internet.It is expected that AllianceBernstein L.P. is, the investment adviser to the PortfoliosFunds (the "Adviser")., will bear the expenses of the printing and mailing of the proxy statements relating to the transactions arising from the Plan (as defined below), including the proxy solicitation costs, as well as the legal costs of Fund counsel relating thereto. The Notice of Annual Meeting of Stockholders, Proxy Statement, and Proxy Card are beingmailed to stockholders on or about September 15, 2010.
August 31, 2018.
Any stockholder who owned shares of a PortfolioFund at the close of business on September 9, 2010August 13, 2018 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote.
Shares ofAppendix A sets forth the Portfolios are not sold directly to individuals. The Portfolios
only offer their shares through the separate accountsnumber of life insurance
companies ("Insurers").
Important Notice Regarding Availability of Proxy Materials for the Stockholders' Meeting to be Held on Friday, November 5, 2010.Thursday, October 11, 2018. This Proxy Statement is available on the Internet atwww.alliancebernstein.com/abfundsproxy.
We have divided the Proxy Statement into five main parts:
Part I -- Overview of the Board's Proposals.
Part II -- Discussion of each Proposal and an explanation of why we are
requesting that you approve each Proposal.
Part III -- Information about the Portfolios' independent registered
public accounting firm.
Part IV -- Additional information on proxy voting and stockholder
meetings.
Part V -- Other information about the Fund and the Portfolios.
Part I--Overview of Proposals
As a stockholder of one or more of the Portfolios, you are being asked to
consider and vote on the following two Proposals. Each Proposal applies to all
of the Portfolios and is as follows:
1. To approve the election of the Directors.
2. To approve the amendment of the Portfolios' fundamental investment policies
regarding commodities.
Part II--Discussion of Each Proposal
abfundsproxy.
| 1 |
PROPOSAL ONE
ONE:
ELECTION OF DIRECTORS
At the Meeting, stockholders of each Fund will vote on the election of Directors of the Fund. EachCompany. Unless otherwise noted herein, each Director elected at the Meeting will serve for a term of an indefinite duration and until his or her successor is duly elected and qualifies.
The following individuals identified below have been nominated for election as Directors as indicated below. The nominees are all current members of the Board.
Section 16 of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that fund directors must be elected by the holders of outstanding securities of a fund, with the exception that vacancies occurring between meetings may be filled in any otherwise legal manner so long as, immediately after a vacancy is filled, at least two-thirds of the directors were elected by security holders. In order to provide the Board with the maximum flexibility to fill vacancies on the Board without the administrative burden and expense of calling a special meeting of stockholders, the Board believes it is appropriate for all current Directors to be submitted to stockholders for election.
Each nominee was recommended for nomination by the Fund's Governance and Nominating Committee. The Committee, which, among other things, considers recommendations on nominations for Directors, reviewed the qualifications, experience, and background of the nominees. Based upon this review, the Committee recommended each nominee as a candidate for nomination as a Director. ItAt meetings of Directors held on July 31-August 2, 2018, after discussion and further consideration of the matter, the Directors voted to nominate the nominees for election by stockholders.
Unless contrary instructions are received, it is the intention of the persons named as proxies in the accompanying Proxy Card to vote in favor of the nominees named below for election as Director of the Fund.
Mr. John H. Dobkin
Mr. Michael J. Downey
Directors.
Independent Director Nominees: Michael J. Downey |
| William H. Foulk, Jr. |
| Nancy P. Jacklin |
| Carol C. McMullen |
| Garry L. Moody |
| Marshall C. Turner, Jr. |
Earl D. Weiner |
| Interested Director Nominee: |
| Robert M. Keith |
Each nominee has consented to serve as a Director. The Board knows of no reason why any of the nominees would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board may recommend.
determine, in its sole and absolute discretion.
Certain information concerningthe nominees for DirectorsDirector is set forth below.
below (nominees are referred to as Directors in the charts below).
| 2 |
NAME, ADDRESS,* (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHERINFORMATION | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BYDIRECTOR | OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR |
INDEPENDENT DIRECTORS | |||
Marshall C. Turner, Jr.,# Chairman of the Board 76 (1992) | Private Investor since prior to 2013. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014. | 94 | Xilinx, Inc. (programmable logic semi-conductors) since 2007 |
Michael J. Downey,# (2005) | Private Investor since prior to 2013. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company. | 94 | The Asia Pacific Fund, Inc. (registered investment company) since prior to 2013 |
| 3 |
NAME, ADDRESS,* (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHERINFORMATION | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BYDIRECTOR | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR |
William H. Foulk, Jr., 85 (1990) | Investment Adviser and an |
| 94 | None | ||
Nancy P. Jacklin,# 70 (2006) | Private Investor since prior to | 94 | None |
4
NAME, ADDRESS,* (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHERINFORMATION | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BYDIRECTOR | OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR |
Carol C. McMullen,# 63 (2016) | Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016. | 94 | None |
Garry L. Moody,# 66 (2007) | Independent Consultant. Formerly, | 94 | None |
| 5 |
NAME, ADDRESS,* (YEAR FIRST ELECTED**) | PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHERINFORMATION | PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BYDIRECTOR | OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR |
Earl D. Weiner,# 78 (2007) | Of Counsel, and Partner prior to |
| 94 | None | ||
| INTERESTED DIRECTOR | |||
Robert M. Keith,+ 58 (2009) | Senior Vice President of | 94 | None |
| ___________________________________________________ |
| * | The address for each of the Fund's Directors is c/o AllianceBernstein L.P., Attention: Legal & Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105. |
| ** | There is no stated term of office for the Directors. Mr. Foulk will retire from the Board effective December 31, 2018. |
| # | Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. |
| + | Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the 1940 Act, of the Funds because of his affiliation with the Adviser. |
| ++ | The Adviser and ABI are affiliates of the Funds. |
| 6 |
In addition to the total numberpublic company directorships currently held by the Directors, set forth in the table above, Mr. Turner was a director of years served asSunEdison, Inc. (solar materials and power plants) since prior to 2013 until July 2014, Mr. Downey was a Director.
***director of The AdviserMerger Fund (a registered investment company) from 1995 until 2013, and ABI are affiliatesMr. Moody was a director of each Portfolio.
# Member of the Audit Committee, the GovernanceGreenbacker Renewable Energy Company LLC (renewable energy and Nominating Committee, and
the Independent Directors Committee of the Fund.
##Member of the Fair Value Pricing Committee.
+ Mr. Keith will become a Director of the Fund if elected at the Meeting.
++Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940, of the Fund due to his position as a Senior
Vice President of the Adviser.
The business and affairs of the Fund are managed under the direction of the
Fund's Board. energy efficiency projects) from August 2013 until January 2014.
Directors who are not "interested persons" of the Fund as defined in the Investment Company1940 Act, of 1940, as amended (the "1940 Act"), are referred to as "Independent Directors", and Directors who are "interested persons" of the Fund are referred to as "Interested Directors". Certain
information concerning the Fund's governance structure and each Director is set
forth below.
Experience, Skills, Attributes, and Qualifications of the Fund's Directors.Directors. The Governance and Nominating Committee of the Board, which is composed of Independent
The Board believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the FundCompany and protecting the interests of stockholders. The Board has concluded that, based on each Director's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified and should continue to serve as such.
In determining that a particular Director was and continues to be qualified to serve as a Director, the Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, the Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director's commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that each should continue to serve. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board's conclusion that the Director should serve (or continue to serve) as a director of the Fund,Company, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the Fund'sFunds' independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In addition to his or her service as a Director of the FundCompany and other AllianceBernsteinAB Funds as noted in the table above: Mr. Dobkin has experience as an executive of
a number of organizations and served as Chairman of the Audit Committee of many
of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in the investment advisory business including as Chairman and Chief Executive Officer of a large fund complex and as director of a number of non-AllianceBernsteinnon-AB funds and as Chairman of a non-AllianceBernsteinnon-AB closed-end fund; Mr. Foulk has experience in the investment advisory and securities businesses, including as Deputy ControllerComptroller and Chief Investment Officer of the State of New York (where his responsibilities included bond issuances, cash management and oversight of the New York Common Retirement Fund), has served as Chairman of the AllianceBernstein Funds andIndependent Directors Committees from 2003 until early February 2014, served as Chairman of the Independent Directors Committee sinceAB Funds from 2003 through December 2013, and is active in a number of mutual fund related organizations and
| 7 |
committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of
the Finance Committee of a large public technology company; Ms. Jacklin has experience as a financial services regulator including as U.S.
Board Structure and Oversight Function.Function. The Board is responsible for oversight of the Fund. TheFunds. Each Fund has engaged the Adviser to manage the PortfoliosFund on a day-to-day basis. The Board is responsible for overseeing the Adviser and the Fund's other service providers in the operations of the Fund in accordance with the Fund's investment objective and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable Federal, state and other securities and other laws, and the Fund's charter and bylaws. The Board typically meets in-person at regularly scheduled meetings eightfour times throughout the year. In addition, the Directors may meet in-personin person or by telephone at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, the Board has established fourthree standing committees -– the Audit, Governance and Nominating, and Independent Directors and Fair Valuation Committees -– and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.
An Independent Director serves as Chairman of the Board. The Chairman's duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that thea Board's leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Fund,Funds, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board's independent
| 8 |
Risk Oversight. TheOversight. Each Fund is subject to a number of risks, including investment, compliance and operational risks, including cyber risks. Day-to-day risk management with respect to thea Fund resides with the Adviser or other service providers (depending on the nature of the risk), subject to supervision by the Adviser. The Board has charged the Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of thea Board's general oversight of the Fund's investment program and operations and is addressed as part of various regular Board and committee activities. The Fund's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Global Heads of InvestmentChief Risk and Trading RiskOfficer of the Adviser), the Fund's SeniorChief Compliance Officer, (who is also the Fund's chief compliance
officer), its independent registered public accounting firm, the Adviser's internal legal counsel, the Adviser's Chief Compliance Officer and internal auditors for the Adviser, as appropriate, regarding risks faced by thea Fund and the Adviser's risk management programs. In addition, the Directors receive regular updates on cyber security matters from the Adviser.
Not all risks that may affect thea Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve thea Fund's goals. As a result of the foregoing and other factors thea Fund's ability to manage risk is subject to substantial limitations.
As of September 2, 2010, to the knowledge of management, the Directors and
officers of the Fund, both individually and as a group, owned less than 1% of
the shares of the Fund and each respective Portfolio. Additional information
related to the equity ownership of the Directors and the compensation they
received from the Fund is presented in Appendix B. During the Fund's most
recently completed fiscal year, the Directors as a group did not engage in the
purchase or sale of more than 1% of any class of securities of the Adviser or
of any of its parents or subsidiaries.
During the Fund's fiscal year ended in 2009, the
Board met eight times. Each
Director attended at least 75% of the total number of meetings of the Board
held during the fiscal year and, if a member, at least 75% of the total number
of meetings of the
9
committees held during the period for which he or she served. The Fund does not
have a policy that requires a Director to attend annual meetings of
stockholders but the Fund encourages such attendance.Committeesfourthree standing committees:committees – an Audit Committee, a Governance and Nominating Committee and an Independent Directors Committee, and a Fair Value
Pricing Committee. The members of the Fund's committeesAudit, Governance and Nominating and Independent Directors Committees are identified above in
the table listing the Directors. above.
The function of the Audit Committee is to assist the Board in its oversight of theeach Fund's accounting and financial reporting process.policies and practices. The Audit Committee of the Board met twicethree times during theeach Fund's most recently completed fiscal year.
The function of the Governance and Nominating Committee includes the nomination of persons to fill any vacancies or newly created positions on the Board. The Governance and Nominating Committee of the Board met fourthree times during theeach Fund's most recently completed fiscal year.
The Board has adopted a charter for its Governance and Nominating Committee,
which is available at www.alliancebernstein.com (click on AllianceBernstein
Mutual Fund Investors then US then Investment Products/Mutual Funds).Committee. Pursuant to the charter, of the Governance and Nominating Committee, the Committee assists the Board in carrying out its responsibilities with respect to governance of the FundFunds and identifies, evaluates, and selects and nominates candidates for the Board. The Committee may also set standards or qualifications for Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of the Board and its committees, and whether there are health or other reasons that might affect the Director's ability to perform his or her duties. The Committee may consider candidates as Directors submitted by the Fund's current Board members,Directors, officers, investment adviser,the Adviser, stockholders and other appropriate sources.
The
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Pursuant to the Charter, the Governance and Nominating Committee will consider candidates for nomination as a director submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of a Portfolio's outstandingthe Fund's common stock or shares of beneficial interest for at least two years prior toat the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Governance and Nominating Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of the FundFunds not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders or, ifstockholders. If the Funds did not hold an annual meeting was not heldof stockholders in the previous year, all required informationthe submission must be delivered or mailed and received within a reasonable amount of time before the Fund beginsFunds begin to print and mail its proxy materials. Public notice of such upcoming annual meeting of stockholders may be given in a stockholder report or other mailing to stockholders or by other means deemed by the Governance and Nominating Committee or the Board to be reasonably calculated to inform stockholders.
Stockholders submitting a candidate for consideration by the Governance and Nominating Committee must provide the following information to the Governance and Nominating Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the stockholder or an associated person of the stockholder as defined below; (C) the class or series and number of all shares of a Fund owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the stockholder believes that the candidate is or will be an "interested person" of the Funds (as defined in the 1940 Act) and, if believed not to be an "interested person", information regarding the candidate that will be sufficient for the Funds to make such determination; and (F) information as to the candidate's knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors' and officers' questionnaire if elected; (iv) the stockholder's consent to be named as such by the Funds; (v) the class or series and number of all shares of a Fund owned beneficially and of record by the stockholder and any associated person of the stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Funds' record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the stockholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the stockholder. "Associated person of the stockholder" means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the stockholder or (b) the associated person of the stockholder.
The Governance and Nominating Committee may require the stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the stockholder to serve on the Board. If the stockholder fails to provide such other information in writing within seven days of receipt of written request from the Governance and Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Committee.
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The Governance and Nominating Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Governance and Nominating Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the FundFunds, and the candidate's ability to qualify as an Independent Director. When assessing a candidate for nomination, the Committee considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board.
The function of the Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Investment Advisory and Distribution Services and Transfer Agency Agreements. The Independent Directors Committee of the Board met eightseven times during theeach Fund's most recently completed fiscal year.
The
Other Information
Additional information on Proposal One, including information on the principal officers of the Company, nominee ownership of Fund shares and Board has adopted a process for stockholders to send communications to the
Board. To communicate with the Board or an individual Director, a stockholder
must send a written communication to the Fund's principal office at the address
listedcompensation, is included in the Notice of Annual Meeting of Stockholders accompanying this Proxy
Statement, addressed to the Board or the individual Director. All stockholder
communications received in accordance with this process will be forwarded to
the Board or the individual Director to whom or to which the communication is
addressed.
Appendix B (Additional Information on Proposal One) andAppendix C (Independent Registered Public Accounting Firm).
The Board unanimously recommends thatthestockholders vote FOR "FOR"each of the nominees to serve as a Director of the Fund.Director. The election of aeach nominee as
Director requires the affirmative vote of a plurality of the votes cast.
cast for the Company.
PROPOSAL TWO
CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES REGARDING COMMODITIESTWO:
APPROVAL OF Investment Advisory AgreementS
Background
AXA S.A. ("AXA") is asociete anonyme organized under the laws of France and the holding company for an international group of insurance and related financial services companies. AXA Equitable Holdings, Inc., a Delaware corporation ("AXA Equitable"), is a majority-owned subsidiary of AXA and an indirect parent of AllianceBernstein Corporation, the general partner of the Adviser. AXA Equitable also indirectly holds a majority of the outstanding partnership interests of the Adviser.
AXA formerly owned all of the outstanding shares of common stock of AXA Equitable. On May 10, 2017, AXA announced its intention to sell a minority stake of AXA Equitable, an entity through which AXA owns its indirect interest in the Adviser, via an initial public offering ("IPO") and listing of AXA Equitable's shares of common stock on the New York Stock Exchange. On November 13, 2017, AXA Equitable filed a Form S-1 with the Securities and Exchange Commission (the “SEC”), confirming the May 2017 announcement. On May 10, 2018, the shares of common stock of AXA Equitable were listed and commenced trading (NYSE: EQH), and on May 14, 2018, AXA sold approximately 24.5% of the outstanding shares of AXA Equitable at $20.00 per share. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the "MxB Notes") due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA's option upon the occurrence of certain events. If, for example, there were no further sales by AXA Equitable or AXA of shares of common stock of AXA Equitable, upon exchange of the MxB Notes, AXA would continue to own approximately 64% of the shares of common stock of AXA Equitable ("Shares"). AXA has publicly announced, however, its plans to divest its remaining ownership interest in AXA Equitable over time in one or more transactions, subject to market conditions (the "Plan").
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Currently, the Adviser and its affiliates do not anticipate that the Plan will have a material impact on the Adviser or any affiliates of the Adviser that provides services to the Funds, including with respect to the following: operations, personnel, organizational structure; capitalization, or financial and other resources. The Adviser's current leadership and key investment teams are expected to stay in place, and no change in senior management's strategy for the Adviser is anticipated as a result of the implementation of the Plan. Notwithstanding the foregoing, it is possible that the completion of the Plan, whether implemented through public offerings or other means, could create the potential for disruption to the businesses of AXA Equitable and its subsidiaries. AXA Equitable, today and in the future as a stand-alone entity, is a publicly held U.S. company subject to the reporting requirements of the Securities Exchange Act of 1934 as well as other U.S. government and state regulations applicable to public companies that it was not subject to prior to the IPO. The Plan may be implemented in phases. During the time that AXA retains a controlling interest in AXA Equitable, circumstances affecting AXA, including restrictions or requirements imposed on AXA by European and other authorities, may also affect AXA Equitable. A failure to implement the Plan could create uncertainty about the nature of the relationship between AXA Equitable and AXA, and could adversely affect AXA Equitable and its subsidiaries including the Adviser.
Completion of the Plan is subject to certain regulatory approvals, including the registration of shares to be sold publicly as well as the listing of those shares on the New York Stock Exchange, and other conditions, including market conditions prevailing at the time of its implementation. If the Plan is completed, AXA Equitable will no longer be a subsidiary of AXA. AXA Equitable is expected to remain the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser.
This planned divestment gives rise to the proposal.
The Funds are subject to Section 8(b)15 of the 1940 Act. Section 15 provides that any investment advisory agreement with a registered investment company such as a Fund must terminate automatically upon its "assignment," which includes any transfer of a controlling block of outstanding voting securities of an investment adviser or the parent company of an investment adviser. Such transfer is often referred to as a "Change of Control Event."
Whether or not a particular sale of Shares by AXA results in a Change of Control Event depends on the facts and circumstances of the sale, and the law is not clear as to whether an assignment would ever occur in the case of implementation of the Plan. Also, a Change of Control Event may not occur if AXA continues to hold more than 25% of the Shares and if no single person or group acting together gains "control" (as defined in the 1940 Act) of AXA Equitable.
It is anticipated that one or more of the transactions contemplated by the Plan could be deemed a Change of Control Event resulting in the automatic termination of the investment advisory agreement (“Current Agreement”). In order to ensure that the existing investment advisory services can continue uninterrupted, the Board has approved a new investment advisory agreement with the Adviser in connection with the Plan. Stockholders are being asked to approve the new investment advisory agreement with the Adviser approved by the Board (“Proposed Agreement”), which would be effective after the first Change of Control Event that occurs after stockholder approval. This agreement is described below.
As part of Proposal Two, stockholders are also voting to approve any future advisory agreements ("Future Agreements") if there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Stockholder approval will be deemed to apply to Future Agreements only if: (1) no single person or group acting together gains "control" (as defined in the 1940 Act) of AXA Equitable; (2) the Board approves the Future Agreements; and (3) the Future Agreements would not be materially different from the Proposed Agreement that is described in this Proxy Statement. The Future Agreements would be deemed effective upon the closing of the subsequent transaction that constitutes a Change of Control Event.
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Stockholders are asked to vote on approval of Future Agreements as part of the same vote on the Proposed Agreement, which Proposed Agreement has been authorized and approved by the Board and which is described later in this Proxy Statement. This is because the first Change of Control Event and subsequent Change of Control Events will be incremental related steps that are part of the same Plan that would lead to the full divestiture of Shares by AXA. Under the circumstances described above, seeking a single stockholder vote for the Proposed Agreement and Future Agreements will allow the Funds to maintain the uninterrupted services of the Adviser without the need for additional stockholder approval and additional proxy statements, which would describe the same or substantially similar facts as this Proxy Statement.
If there is a change from the facts described in this Proxy Statement that is material to stockholders of the Funds in the context of a vote on an advisory agreement, any stockholder approval received at the Meeting would no longer be valid to approve Future Agreements that would otherwise be approved in the event of subsequent Change of Control Events. This judgment will be made by the Adviser in consultation with Fund counsel and reviewed by the Board. If the advisory agreement were to terminate without valid stockholder approval, the Board and the stockholders of each Fund may be asked to approve a new advisory agreement to permit the Adviser to continue to provide services to the Funds.
The Adviser anticipates that the conditions of Section 15(f) will be complied with in connection with offerings of the Shares pursuant to the Plan. Section 15(f) provides, in pertinent part, that affiliated persons of an adviser may receive any amount or benefit in connection with a sale of securities of, or a sale of any other interest in, such an adviser which results in an assignment of an investment advisory agreement if, for a period of three years after the time of such a transaction, at least 75% of the members of the board of any investment company which it oversees are not "interested persons" (as defined in the 1940 Act) of the new or old investment adviser; and, if, for a two-year period, there is no "unfair burden" imposed on any such investment company as a result of the transaction. The Board currently satisfies the 75% requirement of Section 15(f) and the Adviser has represented to the Board that it will use its best efforts to ensure its and its affiliates' compliance with the unfair burden condition for so long as the requirements of Section 15(f) apply.
Discussion
At the Meeting, stockholders of each Fund will be asked to approve a new investment advisory agreement between the Adviser and the Company with respect to that Fund (the “Proposed Agreement”) to ensure that existing investment advisory services can continue uninterrupted through the implementation of the Plan. A general description of the Proposed Agreement is included below.
As discussed above in the section entitled “Background,” the Plan may result in one or more Change of Control Events, each of which would result in the automatic termination of the advisory agreement for the Funds with the Adviser. Therefore, in addition to the Proposed Agreement, as part of this Proposal Two, stockholders are also voting to approve any future advisory agreement (“Future Agreement”) if, as a result of future Change of Control Events that occur in connection with the Plan, the then-current investment advisory agreement terminates. Stockholder approval will be deemed to apply to Future Agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of AXA Equitable; (2) the Board approves the Future Agreements; and (3) the Future Agreements are not materially different from the Agreements that are described in this Proxy Statement. These Future Agreements would be deemed effective upon the closing of a transaction that constitutes a Change of Control Event.
| 13 |
At in-person Board meetings (the “Board Meeting”) held on July 31-August 2, 2018, the Adviserpresented its recommendation that the Board consider and approve the Proposed Agreement and approve for submission to stockholders the Future Agreements for the Funds. The Board approved the Proposed Agreement for the Funds at the Board Meeting, and recommended that stockholders of the Funds vote to approve the Proposed Agreement and the Future Agreements at the Meeting. The factors that the Board considered in approving the Proposed Agreement are set forth below under “Board Consideration of the Proposed Agreement” and inAppendix G to this Proxy Statement. Accordingly, the Board recommended approval of the Proposed Agreement by stockholders of the Funds, as discussed in this Proxy Statement.
The Adviser
The Adviser is a Delaware limited partnership with principal offices at 1345 Avenue of the Americas, New York, New York 10105. The Adviser is a leading international investment adviser supervising client accounts with assets as of June 30, 2018 totaling approximately $540 billion (of which approximately $110 billion represented assets of registered investment companies). As of June 30, 2018, the Adviser managed retirement assets for many of the largest public and private employee benefit plans in the United States (including 15 of the nation's FORTUNE 100 companies), for public employee retirement funds across 29 of the 50 states, for investment companies, and for foundations, endowments, banks and insurance companies worldwide. The 29 registered investment companies managed by the Adviser, comprising approximately 112 separate investment portfolios, had as of June 30, 2018 approximately 2.4 million stockholder accounts.
As of June 30, 2018, the direct ownership structure of the Adviser, expressed as a percentage of general and limited partnership interests, was as follows:
| AXA Equitable Holdings and its subsidiaries | 63.3% |
| AllianceBernstein Holding L.P. | 35.9% |
| Unaffiliated holders | 0.8% |
| 100.0% |
As of June 30, 2018, AXA Equitable owns approximately 3.8% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("AB Holding") ("AB Holding Units"). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of AXA Equitable, "GP") is the general partner of both AB Holding and the Adviser. The GP owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in the Adviser.
Including both the general partnership and limited partnership interests in AB Holding and the Adviser, AXA Equitable and its subsidiaries have an approximate 64.7% economic interest in the Adviser as of June 30, 2018.
The names and principal occupations of the Adviser's chief executive officer (also a director) and directors are set forth below. Unless otherwise indicated, the business address of each person listed below is 1345 Avenue of the Americas, New York, NY 10105.
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| NAME | PRINCIPAL OCCUPATION |
| Seth Bernstein | President and Chief Executive Officer of the Adviser and Director of the General Partner of the Adviser. |
| Robert Zoellick | Chairman of the Board of the General Partner of the Adviser. |
| Paul Audet | Founding and Managing Member of Symmetrical Ventures, LLC, a venture capital firm specializing in growth capital investments in the technology sector. Director of the General Partner of the Adviser. |
| Ramon de Oliveira | Director of the General Partner of the Adviser. |
| Denis Duverne | Director of the General Partner of the Adviser. Chairman of the Board of AXA. |
| Barbara Fallon-Walsh | Director of the General Partner of the Adviser. |
| Daniel Kaye | Director of the General Partner of the Adviser. |
| Shelley Leibowitz | Director of the General Partner of the Adviser. Founder of SL Advisory, which advises senior executives and boards of directors in the areas of technology oversight and cybersecurity best practices. |
| Anders Malmstrom | Director of the General Partner of the Adviser. Chief Financial Officer of AXA Equitable. |
| Das Narayandas | Director of the General Partner of the Adviser. Edsel Bryant Ford Professor of Business Administration at Harvard Business School. |
| Mark Pearson | Director of the General Partner of the Adviser. President and Chief Executive Officer of AXA Equitable. |
Description of the Proposed Agreement and Future Agreements
The description of the Proposed Agreement that follows is qualified entirely by reference to the form of Proposed Agreement included inAppendix D to this Proxy Statement. For purposes of this subsection, references to the Proposed Agreement of the Funds include the Future Agreement. The Proposed Agreement is identical in all material respects to the applicable Current Agreement, except that it reflects new effective and termination dates, as the Proposed Agreement would become effective after the first Change of Control Event that occurs after stockholder approval, except that in the case of a Future Agreement, the Agreement would become effective upon a subsequent Change of Control Event. The material terms of the Proposed Agreement are discussed in more detail below.
| 15 |
Contractual Management Fees
No change in the contractual management fees for the Funds is proposed in connection with Proposal Two.Appendix E includes the fee schedules for each Fund and provides information on the fees paid to the Adviser by each registered investment company with an investment objective similar to the investment objectives of the Funds.
Services
No change to the advisory services provisions of the Current Agreement is proposed in connection with Proposal Two.
The Proposed Agreement provides that the Adviser will, subject to the oversight of the Directors and in accordance with the Fund's prospectus, manage the investment and reinvestment of the assets of the Fund and administer its affairs. In this regard, it is the responsibility of the Adviser to make investment and reinvestment decisions for each Fund and to place the purchase and sale orders for each Fund. The Adviser provides research and advice, continuously supervises the investment portfolio of each Fund and pays the costs of certain clerical and administrative services involved in portfolio management.
Reimbursement of Administrative Expenses
No change to the expense reimbursement provision of the Current Agreement is proposed in connection with Proposal Two.
The Proposed Agreement for the Funds includes a provision for the reimbursement to the Adviser of the costs of certain administrative services, including clerical, accounting, legal and other services, that the Adviser provides to the Funds at the request of the Funds.
Appendix F includes information on the amounts paid by the Funds to the Adviser with respect to the administrative services described above during the most recent fiscal year of each Fund, as applicable.
Other Expenses
No change to the "Other Expense" provision of the Current Agreement is proposed in connection with Proposal Two.
The Proposed Agreement for the Funds provides that each Fund is responsible for the payment of various expenses, including: (a) custody, transfer and dividend disbursing expenses; (b) fees of Directors who are not affiliated persons of the Adviser; (c) legal and auditing expenses; (d) clerical, accounting and other office costs; (e) the cost of certain personnel, who may be employees of the Adviser or its affiliates, that provide clerical, accounting and other services to such Fund; (f) costs of printing prospectuses and stockholder reports; (g) the cost of maintenance of corporate existence; (h) interest charges, taxes, brokerage fees and commissions; (i) costs of stationary and supplies; (j) expenses and fees related to registration and filing with the SEC and with state regulatory authorities; and (k) promotional expenses paid pursuant to any Rule 12b-1 Plan.
Exculpatory Provisions
No change to the exculpatory and limitations of liabilities provisions of the Current Agreement is proposed in connection with Proposal Two.
| 16 |
The Proposed Agreement provides that the Adviser shall not be liable thereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing in the Proposed Agreement shall be deemed to protect, or purport to protect, the Adviser against any liability to the particular Fund or to its stockholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties thereunder, or by reason of the Adviser's reckless disregard of its obligations and duties thereunder.
Term and Continuance
No change to the term and continuance provisions of the Current Agreement is proposed in connection with Proposal Two. The Proposed Agreement would differ only to the extent of its effective and termination dates.
If approved by stockholders, the Proposed Agreement will be effective after the first Change of Control Event that occurs after stockholder approval or any subsequent Change of Control Event in the case of a Future Agreement. The Proposed Agreement would continue in effect for one year from its effective date and thereafter from year-to-year provided that its continuance is specifically approved at least annually by a vote of a majority of the Fund’s outstanding voting securities or by the Board, and in either case, by a majority of the Directors who are not parties to the Agreement or “interested persons” of any such party at a meeting called for the purpose of voting on such matter.
Termination
No change to the termination provision of the Current Agreement is proposed in connection with Proposal Two. The Proposed Agreement automatically terminates upon assignment and is terminable with respect to a Fund at any time without penalty by vote of the holders of a majority of the outstanding voting securities of the Fund or by vote of the directors of the Fund, in either case on 60 days’ written notice to the Adviser, or by the Adviser on 60 days’ written notice to the Fund.
For more information on when the Current Agreement was last approved by stockholders, seeAppendix E.
Board Consideration of the Proposed Agreement
As described above, the Plan contemplates one or more transactions that may result ultimately in one or more indirect Change of Control Events for the Adviser, which in turn would result in the automatic termination of the Current Agreement or the then-current investment advisory agreement. At the Board Meeting, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement. Following review and discussion with the Adviser, the Board, including a majority of the Directors who are not interested persons of the Funds (the “Independent Directors”) as defined in the 1940 Act, approved at the Board Meeting the Proposed Agreement with the Adviser. The Board, including the Independent Directors, also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) at the Board Meeting, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of a Change of Control Event resulting in the automatic termination of the investment advisory agreement.
The decision by the Board, including a majority of the Independent Directors, to approve the Proposed Agreement and Interim Advisory Agreement and to recommend approval of the Proposed Agreement and the Future Agreements by stockholders of the Funds was based on a determination by the Board that it would be in the best interests of the Funds for the Adviser to continue providing investment advisory and related services for the Funds, without interruption, as consummation of the Plan proceeds.
| 17 |
The Board was aware that the Plan may not result immediately in a Change of Control Event, but also recognized that the Plan contemplates a series of transactions that could result in one or more Change of Control Events in the future. The Board concluded that approval by stockholders at this time of the Proposed Agreement and the Future Agreements that may become effective for the Funds upon the Change of Control Events in the future will permit the Funds to benefit from the continuation of services by the Adviser and its affiliates throughout the implementation of the Plan without the need for multiple stockholder meetings. The Board also noted that they would have the opportunity to review and further consider any Future Agreement at the time of the Change of Control Event that resulted in a termination of a prior investment advisory agreement.
The Board, including the Independent Directors, recommends approval of the Proposed Agreement for the Funds by stockholders of the Funds.
Prior to their approval of the Proposed Agreement and Interim Advisory Agreement, the Directors had requested information from the Adviser, and had received and evaluated, extensive materials.
The Board reviewed detailed information on the Plan, including the ownership and control structure of the Adviser and its affiliated entities both before and after the series of transactions that are expected to result in a change of control of the Adviser. The Board reviewed information about the potential impact of the transactions contemplated by the Plan on the Adviser and each of the Adviser’s affiliates that provides services to the Funds, including with respect to the following areas: operations; personnel; organizational and governance structure; technology infrastructure; insurance coverage; capitalization; and financial and other resources. The Board considered the Adviser’s statement that it does not anticipate that the Plan will have a material impact on the Adviser or any affiliates of the Adviser with respect to operations, personnel, organizational structure, or capitalization, financial and other resources.
The Board further noted the Adviser's representation that the Adviser anticipates that the conditions of Section 15(f) of the 1940 Act requires a fundwill be complied with in connection with offerings of the Shares pursuant to disclose whetherthe Plan, including that it has a
policywill use its best efforts to engage in certain activities. Underensure its and its affiliates' compliance with the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote. unfair burden condition for so long as the requirements of Section 15(f) apply.
The Board reviewed the Proposed Agreement and Interim Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The Independent Directors also discussed the proposed approvals in private sessions with their counsel.
A further description of the process followed by the Board in approving the Proposed Agreement for the Funds, including information reviewed, certain material factors considered, and approved the Adviser's recommendation for the modification of
the fundamental commodities policies of the Portfolios.
The Portfolios' current fundamental commodities policies prohibit the purchase
or sale of commodities regulated by the Commodity Futures Trading Commission
("CFTC") under the Commodity Exchange Act ("CEA") except for futures contracts
and options on futures contracts. The Portfolios' fundamental commodities
policies reflected legal requirementscertain related conclusions reached, is set forth in effect at the time the current
policies were adopted. The derivates transactions regulated as commodities by
the CFTC under the CEA were futures and options on futures and options on
physical commodities. Swaps, including forward currency exchange contracts,
were specifically excluded from regulation by the CFTC.
As part of its recent financial reform initiative, Congress recently enacted
legislation that, among other things, amends the CEA to subject swaps,
including forward currency exchange contracts, to CFTC regulation. As a result,
the current commodities policies, which specifically refer to commodities
regulated by the CFTC, could potentially limit the Portfolios' flexibility to
engage in certain swaps and forward currency exchange contracts following
regulations implementing the legislation. In order
Approval of Proposal Two requires the affirmative vote of the holders of a "majority of the outstanding voting securities," of each Portfolio,Fund, as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the PortfolioFund present or represented by proxy if the holders of more than 50% of the Portfolio'sFund's outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the PortfolioFund ("1940 Act Majority Vote").
The Board, including the Independent Directors, of the Fund unanimously recommends that the stockholders of each Portfoliothe Funds vote FOR Proposal Two.
Part III--Independent Registered Public Accounting Firm
Approval of Independent Registered Public Accounting Firm by the Board
The Audit Committee is responsible for the appointment, compensation, retention
and oversight of the work of the Fund's independent registered public
accounting firm. In addition, the Board approved the independent registered
public accounting firm of the Portfolios as required by the 1940 Act on the
date specified below. At meetings held on November 3-5, 2009, the Board
approved by the vote, cast in person, of a majority of the Directors, including
a majority of the Directors who are not "interested persons" of the Fund,
Ernst & Young LLP, independent registered public accounting firm, to audit the
Portfolios' accounts for the fiscal year ending December 31, 2010.
Ernst & Young LLP has audited the accounts for the Portfolios' last two fiscal
years, and has represented that it does not have any direct financial interest
or any material indirect financial interest in any of the Portfolios.
Representatives of Ernst & Young are expected to attend the Meeting and to have
the opportunity to make a statement and respond to appropriate questions from
the stockholders.
| 18 |
PROXY VOTING AND STOCKHOLDER MEETINGS
All properly executed and timely received proxies will be votedexercised at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked on the proxies, the votes entitled to be cast by the stockholder will be cast (i) for"FOR" the election of each of the nominees as a Director (Proposal One) and (ii) for"FOR" the amendmentapproval of the Portfolios' fundamental
investment policies regarding commodities,advisory agreements (Proposal Two).If no specification is made on a properly executed and timely received proxy, it will be voted for the matters specified on the Proxy Card.
Those stockholders who hold shares directly and not through a broker or nominee (that is, a stockholder of record) may authorize their proxies to cast their votes by completing a Proxy Card and returning it by mail in the enclosed postage-paid envelope as well as by telephoning toll free (866) 451-3783.(855) 643-7455 or by authorizing a proxy through the Internet at www.proxyvote.com and following the directions on the proxy card. Owners of shares held through a broker or nominee (who is athe stockholder of record for those shares) should follow directions provided to the stockholder by the broker or nominee to submit voting instructions. Instructions to be followed by a stockholder of record to submitauthorize a proxy via telephone or through the Internet, including use of the Control Number on the stockholder's Proxy Card, are designed to verify stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. Stockholders who authorize proxies by telephone or through the Internet should not also return a Proxy Card. A stockholder of record may revoke the stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the PortfoliosCompany at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a later-dated proxy (either by signing and mailing another Proxy Card or by telephone or through the Internet, as indicated above), or by personally attending and voting at the Meeting. Attendance alone is not sufficient to revoke a previously authorized proxy.
Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an "abstention") or represent a broker "non-vote" (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote).
The approval of Proposal One for the Company requires the affirmative vote of a plurality of the votes cast. The approvalcast, assuming the presence of Proposal Two requires a 1940 Act Majority Vote.
Abstentions
15
and broker non-votes, if any,quorum. Under a plurality vote, the candidates who receive the highest number of votes will be considered present for purposeselected, even if they receive approval from less than a majority of determining the existence of a quorum.votes cast. Because the nominees are running unopposed, the nominees are expected to be elected as Directors, as all nominees who receive votes in favor will be elected. Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of Proposal One.
The approval of Proposal Two for a Fund requires the affirmative vote of the holders of a majority of that Fund's outstanding voting securities as defined in the 1940 Act, which means the lesser of (a) 67% or more of the shares of the Fund represented at a meeting at which more than 50% of the outstanding shares are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund. For Proposal Two, the stockholders of each Fund vote separately.
With respect to Proposal Two, an abstention or broker non-vote, if any, will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against those proposals.the proposal. If any matter other than the proposals properly comes before the Meeting, the shares represented by proxies will be voted on all such other proposals in the discretion of the person or persons voting the proxies. The Fund has not received notice of, and
is not otherwise aware of, any other matter to be presented at the Meeting.
| 19 |
A quorum for the Meeting will consist of the presence in person or by proxy of the holders of record of one-third of the shares of the Fund outstanding and entitled to vote at the Meeting. Whether or notIn the event a quorum is not present at the Meeting, or, even if a quorum is so present, if sufficient votes in favor of the position recommended by the Board on any Proposal for a Fund described in the Proxy Statement are not timely received, the Chairman of the Board of that Fund may authorize, or the persons named as proxies may but are under no obligation to, with no other
notice than announcement at the Meeting, propose and vote for one or more adjournments of the Meeting for that Fund up to 120 days after the Record Date to permit further solicitation of proxies. The Meeting may be adjourned with respect to fewer than all the Proposals in the Proxy Statement and a stockholder vote may be taken on any one or more of the Proposals for a Fund prior to any adjournment if sufficient votes have been received for approval thereof. SharesIf a proposal to adjourn is submitted to stockholders, shares represented by proxies indicating a vote contrary to the position recommended by a majority of the Board on a Proposal will be voted against adjournment as to that Proposal.
The Adviser
Stockholders of each Fund will vote separately on thenew investment advisory agreementfor their Fund and on any other matter that may properly come before the meeting for that Fund. Anunfavorable vote by the stockholders of one Fund will not affectthe vote on thenew investment advisory agreement or any other matter by the stockholders of another Fund.
Each Fund has engaged Broadridge Financial Solutions, Inc. (“Broadridge”), 60 Research Road,
Hingham, MA 020431155 Long Island Ave., Edgewood, NY 11717, to assist in solicitingthe distribution of proxy materials and the solicitation and tabulation of proxies for the Meeting, including
contacting stockholders by telephone or other electronic means to solicit
stockholders on behalf of the Fund.Meeting. Broadridge will receive noa total fee of approximately $425,000 for its services. Other proxy solicitation services, plus the costs of printing and reimbursement for certain other costs and out-of-pocket expenses incurred in connection with its services, all of which will be borne by the Portfolios.
Other Information
OFFICERS OF THE FUND
Certain information concerning
Information AsToThe Investment Adviser,
Administrator, And Distributor Of The Funds
EachFund'sinvestment adviser is AllianceBernstein L.P., 1345 Avenue oftheAmericas, New York, New York 10105. As noted above, AllianceBernstein L.P. also performs administrative services for the Fund's officersFunds and is set forth below. Eachreimbursed by the Funds for the costs of such services. State Street Bank and Trust Company, which serves as custodian and accounting agent for the Funds, also provides administrative services to certain of the Funds. Each Fund's officersdistributor is elected by the Board and serve for a term of one year
and until his or her successor is duly elected and qualifies.
Other Matters
Management of theeach Fund does not know of any matters properly to be presented at the Meeting other than those mentioned in this Proxy Statement. If any othermatters properly come before the Meeting, the shares represented by proxieswill be voted with respect thereto in the discretion of the person or persons voting the proxies.
| 20 |
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a PortfolioFund to beneficially own 5% or more of a Portfolio'sthe Fund's shares (or class of shares, if applicable) on August 1, 2010July 13, 2018 is provided inAppendix C.
SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS
I.
Submission Of Proposals
For Next Meeting Of Stockholders
The PortfoliosFunds do not hold stockholder meetings annually. For Funds that do not hold annual meetings of stockholders, the anticipated date of the next stockholder meeting of the Fund cannot be provided.
Any stockholder who wishes to submit a proposal to be included in a Portfolio'sthe Fund's proxy statement and form of proxy card for a Portfolio'sFund's next meeting of stockholders should send the proposal to the PortfolioFund so as to be received within a reasonable time before a PortfolioFund begins to print and mail its proxy materials relating to such meeting.
Reports To Stockholders
EachFundwill furnisheachpersontowhomthisProxy Statement is delivered with a copy of its latest annual reporttostockholders and its subsequent semi-annual reporttostockholders, if any, upon request and without charge.Torequest a copy, please call AllianceBernstein Investments, Inc.at(800) 221-5672orcontactCarol RappaatAllianceBernstein L.P., 1345 Avenue oftheAmericas, New York, New York 10105.
| ByOrderoftheBoardofDirectors, | |
| Emilie Wrapp | |
| Secretary |
August 20, 2018
New York, New York
| 21 |
APPENDIX A stockholder who wishes (a) to submit a proposal at a stockholders meeting but
does not want– SHARES OUTSTANDING AS OF THE RECORD DATE
The following table sets forth the proposal to appear in the Portfolio's proxy statement or
proxy card, or (b) to submit a nomination for director at an annual meetingoutstanding shares of stockholders, should consult the Fund's Bylaws for timing and informational
requirements. The Bylawseach Fund as of the Fund currently provide that, in any year in
which an annual meeting of stockholdersRecord Date. Each full share is entitled to be held,one vote, and each fractional share is entitled to be timely, a stockholder's notice of a nomination or proposal shall set forth allproportionate fractional vote.
Fund (Place of Organization) | Class A | Class B | Outstanding Shares |
| AB Variable Products Series Fund, Inc. (MD) | |||
| AB Balanced Wealth Strategy Portfolio | 2,545,712.45 | 23,374,105.59 | 25,919,818.04 |
| AB Dynamic Asset Allocation Portfolio | 29,480.46 | 46,479,649.19 | 46,509,129.66 |
| AB Global Thematic Growth Portfolio | 1,292,076.45 | 3,348,891.80 | 4,640,968.25 |
| AB Growth Portfolio | 998,610.53 | 1,231,592.44 | 2,230,202.96 |
| AB Growth and Income Portfolio | 4,991,675.37 | 29,298,254.33 | 34,289,929.70 |
| AB Intermediate Bond Portfolio | 3,464,096.16 | 1,336,554.15 | 4,800,650.31 |
| AB International Growth Portfolio | 1,187,901.07 | 1,563,277.41 | 2,751,178.48 |
| AB International Value Portfolio | 4,653,995.30 | 25,568,417.05 | 30,222,412.35 |
| AB Large Cap Growth Portfolio | 3,839,620.04 | 4,546,107.37 | 8,385,727.41 |
| AB Real Estate Investment Portfolio | 3,554,572.52 | 2,125,339.69 | 5,679,912.22 |
| AB Small Cap Growth Portfolio | 1,414,621.63 | 2,627,296.78 | 4,041,918.40 |
| AB Small/Mid Cap Value Portfolio | 11,145,849.08 | 22,552,808.51 | 33,698,657.59 |
| AB Value Portfolio | 68,351.58 | 3,774,551.16 | 3,842,902.74 |
| AB Global Risk Allocation—Moderate Portfolio | 1,100.00 | 9,402,963.74 | 9,404,063.74 |
| A-1 |
APPENDIX B – ADDITIONAL INFORMATION ON PROPOSAL ONE
Additional information required underon Proposal One, including information on the Bylaws and shall be delivered to the Secretaryprincipal officers of the Company, nominee ownership of Fund at the principal executive officeshares and Board compensation, is presented below.
PrincipalOfficers of the Fund not earlier than Company
Certaininformationconcerningthe
150th day prior to the anniversaryofficers of the date of mailingCompany issetforth below. The officers of the notice for the
preceding annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th
day prior to the anniversary of the date of mailing of the notice for the
preceding annual meeting. In the event that the date of the annual meeting is
advanced or delayedCompanyare elected annually by more than 30 days from the anniversary of the date of
the preceding annual meeting, notice by the stockholder to be timely must be
delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to the date of such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first made.
REPORTS TO STOCKHOLDERS
THE FUND WILL FURNISH EACH PERSON TO WHOM THIS PROXY STATEMENT IS DELIVERED
WITH A COPY OF ITS LATEST ANNUAL REPORT TO STOCKHOLDERS AND ITS SUBSEQUENT
SEMI-ANNUAL REPORT TO STOCKHOLDERS, IF ANY, UPON REQUEST AND WITHOUT CHARGE. TO
REQUEST A COPY, PLEASE CALL ALLIANCEBERNSTEIN INVESTMENTS, INC. AT
(800) 227-4618 OR WRITE TO KRISTINE ANTOJA AT ALLIANCEBERNSTEIN L.P., 1345
AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105.
By Order of the Board of Directors Emilie D. Wrapp
Secretary
September 15, 2010until his or her successor is duly elected and qualifies.
| Name, Address* and Age | Position(s) Held with Fund (Month and Year First Elected) | Principal Occupation During the Past Five Years |
Robert M. Keith, 58 | President and Chief Executive Officer, AB Funds (09/08) | Senior Vice President of the Adviser** and the head of AllianceBernstein Investments, Inc. ("ABI")** since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser's institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser's institutional investment management business, with which he had been associated since prior to 2004. |
Emilie D. Wrapp, | Secretary, (10/05) | Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2013. |
Joseph J. Mantineo, | Treasurer and Chief Financial Officer, (8/06) | Senior Vice President of AllianceBernstein Investor Services, Inc. ("ABIS")**, with which he has been associated since prior to 2013. |
Vincent S. Noto, | Chief Compliance Officer (12/13) | Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2013. |
Phyllis J. Clarke, 57 | Controller, (11/08) | Vice President of ABIS**, with which she has been associated since prior to 2013. |
____________________
| * | The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. |
| ** | The Adviser, ABI and ABIS are affiliates of the Funds. |
| B-1 |
Additional Information on the Directors
As of July 13, 2018, no nominee for Director, nor any of their immediate family members, owned beneficially or of record any class of securities in the Adviser or a Fund's distributor or a person (other than a registered investment company) directly or indirectly "controlling," "controlled by," or "under common control with" (within the meaning of the outstanding voting shares for each of1940 Act) the Portfolios as ofAdviser or the close of business on the Record Date is presented below. Each share is entitled
to cast one vote at the meeting.
Ownership in the Fund
It is the policyFunds
The dollar range of the Board of Directors ofFunds' securities owned by each Director or Director nominee and the Fund that each Independent
Director will invest a minimum of $250,000 in shares of investment companies in
the AllianceBernstein Fund Complex within 12 months of becoming an Independent
Director. The Directors do not own any shares of the Portfolios of the Fund,
however, as individuals are not allowed to purchase such shares.
The aggregate dollar range of securities owned by each Director and Nominee
in the AllianceBernstein Fund Complex isas of July 13, 2018 are set forth below.
| Independent Directors | Interested Director | |||||||
| Fund | Michael J. Downey | William H. Foulk, Jr. | Nancy P. Jacklin | Carol C. McMullen | Garry L. Moody | Marshall C. Turner, Jr. | Earl D. Weiner | Robert M. Keith |
| AB Variable Products Series Fund, Inc. | ||||||||
| -Each Fund | None | None | None | None | None | None | None | None |
| Aggregate Dollar Range of Equity Securities in the | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | None |
Compensation fromFrom the FundFunds
None of the Funds pays any fees to, or reimburses expenses of, any Directorduring a time when the Director is considered an "interested person" of the Fund. The aggregate compensation paid by thea Fund tothe Directors and Director nominees during theeach Fund's respective fiscal year ended in 2009,2017, theaggregate compensation paid to the Directors during calendar year 20092017 by all of the investment companies in the
AllianceBernstein Fund Complex, and the total number of investment companies in the AllianceBernstein Fund Complex as to which the Directors are a director or trustee and the number of investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the FundFunds nor any other investment company in the AllianceBernstein Fund Complex provides compensation in the form of pension or retirement benefits to any of its Directors or paypays compensation to officers of the Fund.
| Independent Directors | Interested Director | |||||||
| Fund | Michael J. Downey | William H. Foulk, Jr. | Nancy P. Jacklin | Carol C. McMullen | Garry L. Moody | Marshall C. Turner, Jr. | Earl D. Weiner | Robert M. Keith |
| AB Variable Products Series Fund, Inc. | ||||||||
| -Each Fund | $2,877 | $2,877 | $3,079 | $2,877 | $3,281 | $4,844 | $2,877 | $0 |
| Compensation from the Fund Complex, including the Funds, during 2017* | $285,000 | $285,000 | $305,000 | $285,000 | $325,000 | $480,000 | $285,000 | $0 |
______________________
*Represents compensation from 26 investment companies (94 investment portfolios) within the Fund Complex, including the Funds, as to which the Director is a Director or Trustee.
| B-2 |
APPENDIX C STOCK OWNERSHIP
– INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Certain information regarding the independent registered public accounting firm for the Funds whose stockholders are to vote on Proposal One regarding the election of Fund Directors is provided below.
Independent Auditors for the Funds
The Board of each Fund has selected Ernst & Young LLP to serve as the Fund's independent registered public accounting firm. Ernst & Young LLP has audited the accounts of each Fund for its last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in the Funds. Representatives of Ernst & Young LLP are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Independent Auditor's Fees
The following person(s)table sets forth the aggregate fees billed by each Fund's independent registered public accounting firm identified above, for each Fund's last two fiscal years for professional services rendered for: (i) the audit of the Fund's annual financial statements included in the Fund's annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation. The following table also shows aggregate non-audit services provided to the Fund, the Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund.
| Fund | Audit Fees ($) | Audit-Related Fees ($) | Tax Fees ($) | All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates ($) | Total Amount of Foregoing Column Pre-Approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees) ($) | |||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| AB Variable Products Series Fund, Inc. | ||||||||||
| AB Balanced Wealth Strategy Portfolio | 72,197 | 72,197 | 45 | – | 20,394 | 32,868 | 743,554 | 439,318 | 20,439 (45) (20,394) | 32,868 – (32,868) |
| AB Dynamic Asset Allocation Portfolio | 85,147 | 85,147 | 93 | – | 24,471 | 24,683 | 747,679 | 431,133 | 24,564 (93) (24,471) | 24,683 – (24,683) |
| AB Global Thematic Growth Portfolio | 41,926 | 41,926 | 22 | – | 10,459 | 21,746 | 733,596 | 428,196 | 10,481 (22) (10,459) | 21,746 – (21,746) |
| AB Growth Portfolio | 31,404 | 31,404 | – | – | 8,888 | 9,796 | 732,003 | 416,246 | 8,888 – (8,888) | 9,796 – (9,796) |
| AB Growth and Income Portfolio | 31,404 | 31,404 | 246 | – | 13,642 | 10,520 | 737,003 | 416,970 | 13,888 (246) (13,642) | 10,520 – (10,520) |
| AB Intermediate Bond Portfolio | 67,988 | 67,988 | – | – | 10,055 | 10,871 | 733,170 | 417,321 | 10,055 – (10,055) | 10,871 – (10,871) |
| C-1 |
| Fund | Audit Fees ($) | Audit-Related Fees ($) | Tax Fees ($) | All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates ($) | Total Amount of Foregoing Column Pre-Approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees) ($) | |||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| AB International Growth Portfolio | 41,926 | 41,926 | 5 | – | 13,972 | 29,222 | 737,092 | 435,672 | 13,977 (5) (13,972) | 29,222 – (29,222) |
| AB International Value Portfolio | 41,926 | 41,926 | 70 | – | 13,396 | 28,088 | 736,581 | 434,538 | 13,466 (70) (13,396) | 28,088 – (28,088) |
| AB Large Cap Growth Portfolio | 31,404 | 31,404 | 70 | – | 8,950 | 8,723 | 732,135 | 415,173 | 9,020 (70) (8,950) | 8,723 – (8,723) |
| AB Real Estate Investment Portfolio | 35,613 | 35,613 | – | – | 17,016 | 18,325 | 740,131 | 424,775 | 17,016 – (17,016) | 18,325 – (18,325) |
| AB Small Cap Growth Portfolio | 31,404 | 31,404 | – | – | 8,906 | 8,669 | 732,021 | 415,119 | 8,906 – (8,906) | 8,669 – (8,669) |
| AB Small/Mid Cap Value Portfolio | 35,613 | 35,613 | 108 | – | 13,357 | 16,559 | 736,580 | 423,009 | 13,465 (108) (13,357) | 16,559 – (16,559) |
| AB Value Portfolio | 31,404 | 31,404 | 10 | – | 9,902 | 9,735 | 733,027 | 416,185 | 9,912 (10) (9,902) | 9,735 – (9,735) |
| AB Global Risk Allocation—Moderate Portfolio | 36,029 | 36,029 | 19 | – | 10,187 | 8,573 | 732,474 | 414,286 | 10,206 (19) (10,187) | 8,573 – (8,573) |
The applicable Fund's Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund's independent registered public accounting firm. Each Fund's Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.
All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees are for services pre-approved by the applicable Fund's Audit Committee.
Each Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund's independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor's independence.
| C-2 |
APPENDIX D – FORM OF PROPOSED AGREEMENT
The form of Proposed Agreement discussed in this Proxy Statement appears below.
FORM OF INVESTMENT ADVISORY CONTRACT
1345 Avenue of the Americas
New York, New York 10105
[___________ __,] 201_
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We are an open-end, diversified management investment company registered under the Investment Company Act of 1940 (the "Act"). We are currently authorized to issue [__] portfolios of shares and our Directors are authorized to reclassify and issue any unissued shares to any number of additional classes or series (Portfolios) each having its own investment objective, policies and restrictions, all as more fully described in the Prospectuses and the Statements of Additional Information constituting parts of the Registration Statement filed on our behalf under the Securities Act of 1933 and the Act. We are engaged in the business of investing and reinvesting our assets in securities of the type and in accordance with the limitations specified in our Articles of Incorporation, By-Laws, Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Act, and any representations made in our Prospectuses and Statements of Additional Information, all in such manner and to such extent as may from time to time be authorized by our Directors. We enclose copies of the documents listed above and will from time to time furnish you with any amendments thereof.
2. (a) We hereby employ you to manage the investment and reinvestment of the assets in each of our Portfolios as above specified, and, without limiting the generality of the foregoing, to provide management and other services specified below.
(b) You will make decisions with respect to all purchases and sales of securities in each of our Portfolios. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of our assets. In all purchases, sales and other transactions in securities in each of our Portfolios you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as we might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.
| D-1 |
(c) You will report to our Directors at each meeting thereof all changes in each Portfolio since the prior report, and will also keep us in touch with important developments affecting any Portfolio and on your own initiative will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in our Portfolios, the industries in which they engage, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to securities in each of our Portfolios as you may believe appropriate or as we reasonably may request. In making such purchases and sales of securities in any of our Portfolios, you will bear in mind the policies set from time to time by our Directors as well as the limitations imposed by our Articles of Incorporation and in our Registration Statement under the Securities Act of 1933 and the Act, the limitations in the Act and of the Internal Revenue Code in respect of regulated investment companies and the investment objective, policies and restrictions for each of our Portfolios.
(d) It is understood that you will from time to time employ or associate with yourselves such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder, the cost of performance of such duties to be borne and paid by you. No obligation may be incurred on our behalf in any such respect. During the continuance of this agreement and at our request you will provide to us persons satisfactory to our Directors to serve as our officers. You or your affiliates will also provide persons, who may be our officers, to render such clerical, accounting and other services to us as we may from time to time request of you. Such personnel may be employees of you or your affiliates. We will pay to you or your affiliates the cost of such personnel for rendering such services to us at such rates as shall from time to time be agreed upon between us, provided that all time devoted to the investment or reinvestment of securities in each of our Portfolios shall be for your account. Nothing contained herein shall be construed to restrict our right to hire our own employees or to contract for services to be performed by third parties. Furthermore, you or your affiliates (other than us) shall furnish us without charge with such management supervision and assistance and such office facilities as you may believe appropriate or as we may reasonably request subject to the requirements of any regulatory authority to which you may be subject. You or your affiliates (other than us) shall also be responsible for the payment of any expenses incurred in promoting the sale of our shares (other than the portion of the promotional expenses to be borne by us in accordance with an effective plan pursuant to Rule 12b-1 under the Act and the costs of printing our prospectuses and other reports to shareholders and fees related to registration with the Securities and Exchange Commission and with state regulatory authorities).
3. It is further agreed that you shall be responsible for the portion of the net expenses of each of our Portfolios (except interest, taxes, brokerage, fees paid in accordance with an effective plan pursuant to Rule 12b-1 under the Act, expenditures which are capitalized in accordance with generally acceptable accounting principles and extraordinary expenses, all to the extent permitted by applicable state law and regulation) incurred by us during each of our fiscal years or portion thereof that this agreement is in effect between us which, as to a Portfolio, in any such year exceeds the limits applicable to such Portfolio under the laws or regulations of any state in which our shares are qualified for sale (reduced pro rata for any portion of less than a year). We hereby confirm that, subject to the foregoing, we shall be responsible and hereby assume the obligation for payment of all our other expenses including: (a) payment of the fees payable to you under paragraph (5) hereof; (b) custody, transfer, and dividend disbursing expenses; (c) fees of directors who are not your affiliated persons; (d) legal and auditing expenses; (e) clerical, accounting and other office costs; (f) the cost of personnel providing services to us, as provided in subparagraph (d) of paragraph 2 above; (g) costs of printing our prospectuses and shareholder reports; (h) cost of maintenance of corporate existence; (i) interest charges, taxes, brokerage fees and commissions; (j) costs of stationery and supplies; (k) expenses and fees related to registration and filing with the Securities and Exchange Commission and with state regulatory authorities; and (l) such promotional expenses as may be contemplated by an effective plan pursuant to Rule 12b-1 under the Act provided, however, that our payment of such promotional expenses shall be in the amounts, and in accordance with the procedures, set forth in such plan.
| D-2 |
4. We shall expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you shall not be liable hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, you against any liability to us or to our security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing, we will pay you [monthly on the last day of each month] with respect to the [____________] Portfolio a fee of [__________]; provided, however, that your compensation for the period from the date hereof through the last day of the month in which the effective date hereof occurs shall be prorated according to the proportion which such period bears to such full month, and provided further that upon any termination of this agreement before the end of any month, such compensation for the period from the end of the last month ending prior to such termination to the date of termination shall be prorated according to the proportion which such period bears to such full month and shall be payable upon the date of termination.
6. This agreement (i) shall become effective on [_______ __], 201_ and shall remain in effect until [________ __], 201_ in the case of the [__________] Portfolio, and (ii) shall continue in effect thereafter with respect to each Portfolio so long as its continuance is specifically approved at least annually by our Directors or by majority vote of the holders of our outstanding voting securities (as so defined) of such Portfolio, and, in either case, by a majority of our Directors who are not parties to this agreement or interested persons, as defined in the Act, of any such party (other than as Directors of the Fund) provided further, however, that if the continuation of this agreement is not approved as to a Portfolio, you may continue to render to such Portfolio the services described herein in the manner and to the extent permitted by the Act and the rules and regulations thereunder. Upon the effectiveness of this agreement, it shall supersede all previous agreements between us covering the subject matter hereof. This agreement may be terminated with respect to any Portfolio at any time, without the payment of any penalty, by vote of a majority of the outstanding voting securities (as so defined) of such Portfolio, or by a vote of a majority of our Directors on 60 days' written notice to you, or by you with respect to any Portfolio on 60 days' written notice to us.
7. This agreement may not be transferred, assigned, sold or in any matter hypothecated or pledged by you and this agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The terms "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.
8. (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your employees, or any of the directors of AllianceBernstein Corporation, your general partner, who may also be a director of ours, or persons otherwise affiliated with us (within the meaning of the Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.
(b) You will notify us of any change in the general partners of your partnership within a reasonable time after such change.
| D-3 |
9. If you cease to act as our investment adviser, or in any event, if you so request in writing, we agree to take all necessary action to change the name of our corporation to a name not including the word "Alliance". You may from time to time make available without charge to us for our use such marks or symbols owned by you, including marks or symbols containing the name "Alliance" or any variation thereof, as you may consider appropriate. Any such marks or symbols so made available will remain your property and will have the right, upon notice in writing, to require us to cease the use of such mark or symbol at any time.
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours, [Fund Name] | ||
| By: | ||
| Name: | ||
| Title: | ||
Agreed to and accepted [_________ __], 2018.
AllianceBernstein L.P.
By:
Name:
Title:
| D-4 |
APPENDIX E – INFORMATION REGARDING CURRENT AGREEMENT
The Adviser currently serves as investment adviser to the Fund pursuant to the current investment advisory agreement. The table below sets forth the date of each Fund's current investment advisory agreement, the date it was last submitted to a vote of stockholders (in order to approve the agreement), the annual rate of the advisory fee, the annual rate at which advisory fees were paid by each Fund to the Adviser for the most recently ended fiscal year, the aggregate amount of advisory fees paid by each Fund to the Adviser for the Fund's most recently ended fiscal year and each Fund's net assets as of the most recently ended fiscal year. The table also reflects information regarding the fee rate paid to the Adviser and the net assets of each registered investment company with an investment objective similar to the investment objectives of the Funds.
Growth of Capital
| Fund | Date of Agreement | Date of Last Stockholder Approval | Annual Rate of Advisory Fee | Annual Rate at Which Advisory Fees were Paid | Aggregate Amount of Management Fees Paid to Adviser ($) | Net Assets ($) | Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract? |
| AVP AB Global Thematic Growth Portfolio | May 1, 1997, as amended | February 1, 1996 | .75 of 1% of the first $2.5 billion of aggregate net assets; .65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets; .60 of 1% of the excess over $5 billion of aggregate net assets | 0.75% | 974,543 | 146,451,809 | N |
| AB Sustainable Global Thematic Fund, Inc. | July 22, 1992, as amended | June 11, 1992 | a quarterly fee of ¼ of .75 of 1% of the first $2.5 billion of aggregate net assets; a quarterly fee of ¼ of .65 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets; a quarterly fee of ¼ of .60 of 1% of the excess over $5 billion of aggregate net assets | 0.77% | 5,244,165 | 802,619,983 | N |
| AVP AB Growth Portfolio | May 1, 1997, as amended | October 24, 1994 | .75 of 1% of the first $2.5 billion of average net assets; .65 of 1% of the excess over $2.5 billion up to $5 billion of average net assets; .60 of 1% of the excess over $5 billion of average net assets | 0.75% | 505,249 | 70,176,290 | N |
| AB Growth Fund | January 6, 2011 | April 8, 1993 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 5,321,901 | 766,082,393 | N |
| AVP AB International Growth Portfolio | September 7, 2004 | October 24, 1994 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 501,404 | 71,324,887 | N |
| AB Sustainable International Thematic Fund, Inc. | April 22, 1994, as amended | April 19, 1994 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 2,277,806 | 307,461,777 | Y |
| AVP AB International Value Portfolio | May 1, 2001, as amended | May 1, 2001 | Seerate schedule for AVP AB Growth Portfolio above. | 0.75% | 3,734,261 | 485,898,894 | Y |
| AB International Value Fund | January 31, 2001, as amended | February 16, 2001 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 2,053,477 | 282,439,357 | N |
E-1
| Fund | Date of Agreement | Date of Last Stockholder Approval | Annual Rate of Advisory Fee | Annual Rate at Which Advisory Fees were Paid | Aggregate Amount of Management Fees Paid to Adviser ($) | Net Assets ($) | Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract? |
| AVP AB Small Cap Growth Portfolio | May 1, 1997 | July 22, 1996 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 309,993 | 49,434,774 | N |
| AB Small Cap Growth Portfolio | July 22, 1992, as amended | June 11, 1992 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 8,509,709 | 1,294,889,776 | N |
| AVP AB Small/Mid Cap Value Portfolio | May 1, 2001 | May 1, 2001 | Seerate schedule for AVP AB Global Thematic Growth Portfolio above. | 0.75% | 5,108,548 | 703,153,125 | Y |
| AVP AB Large Cap Growth Portfolio | July 22, 1992, as amended | June 11, 1992 | .60 of 1% of the first $2.5 billion of aggregate net assets; .50 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets; .45 of 1% of the excess over $5 billion of aggregate net assets | 0.61% | 2,646,057 | 429,326,461 | N |
| AB Large Cap Growth Fund, Inc. | September 17, 1992, as amended | August 6, 1992 | Seerate schedule for AVP AB Large Cap Growth Portfolio above. | 0.63% | 25,705,309 | 5,011,829,619 | Y |
| AVP AB Growth and Income Portfolio | July 22, 1992 | June 11, 1992 | .55 of 1% of the first $2.5 billion of aggregate net assets; .45 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets; .40 of 1% of the excess over $5 billion of aggregate net assets | 0.55% | 5,804,123 | 1,066,114,145 | N |
| AB Relative Value Fund, Inc. | July 22, 1992, as amended | July 22, 1992 | Seerate schedule for AVP AB Growth and Income Portfolio above. | 0.47% | 7,943,549 | 1,753,655,959 | Y |
| AVP AB Value Portfolio | May 1, 2001 | May 1, 2001 | Seerate schedule for AVP AB Growth and Income Portfolio above. | 0.55% | 416,715 | 73,312,648 | Y |
| AB Value Fund | January 31, 2001, as amended | February 16, 2001 | Seerate schedule for AVP AB Growth and Income Portfolio above. | 0.55% | 2,251,420 | 420,029,839 | N |
E-2
Total Return
| Fund | Date of Agreement | Date of Last Stockholder Approval | Annual Rate of Advisory Fee | Annual Rate at Which Advisory Fees were Paid | Aggregate Amount of Management Fees Paid to Adviser ($) | Net Assets ($) | Has Compensation Been Waived, Reduced or Otherwise Agreed to be Reduced Under any Applicable Contract? |
| AVP AB Balanced Wealth Strategy Portfolio | May 1, 2004 | May 1, 2004 | .55 of 1% of the first $2.5 billion of average daily net assets; .45 of 1% of the excess over $2.5 billion up to $5 billion of average daily net assets; .40 of 1% of the excess over $5 billion of average daily net assets | 0.55% | 1,672,136 | 303,398,012 | Y |
| AB All Market Total Return Portfolio | January 6, 2011 | April 8, 1993 | Seerate schedule for AVP AB Balanced Wealth Strategy Portfolio above. | 0.55% | 5,373,056 | 921,644,473 | Y |
| AVP AB Dynamic Asset Allocation Portfolio | April 1, 2011 | April 1, 2011 | .70 of 1% of average net assets | 0.70% | 4,086,774 | 605,031,144 | Y |
| AVP AB Intermediate Bond Portfolio | July 22, 1992, as amended | December 7, 1993 | .45 of 1% of the first $2.5 billion of aggregate net assets; .40 of 1% of the excess over $2.5 billion up to $5 billion of aggregate net assets; .35 of 1% of the excess over $5 billion up to $8 billion of aggregate net assets; .30% of 1% in excess of $8 billion of aggregate net assets | 0.45% | 250,190 | 52,958,282 | N |
| AB Intermediate Bond Portfolio | July 1, 1999 | January 11, 1992 | Seerate schedule for AVP AB Intermediate Bond Portfolio above. | 0.22% | 778,989 | 360,118,751 | Y |
| AVP AB Real Estate Investment Portfolio | May 1, 1997 | December 1, 1996 | .55 of 1% of the first $2.5 billion of average net assets; .45 of 1% of the excess over $2.5 billion up to $5 billion of average net assets; .40 of 1% of the excess over $5 billion of average net assets | 0.55% | 285,906 | 51,804,621 | N |
| AB Global Real Estate Investment Fund, Inc. | August 27, 1996, as amended | August 27, 1996 | Seerate schedule for AVP AB Real Estate Investment Portfolio above. | 0.55% | 820,069 | 148,691,831 | N |
| AVP AB Global Risk Allocation—Moderate Portfolio | April 28, 2015 | February 11, 2015 | .60 of 1% of average net assets | 0.43% | 381,182 | 98,513,986 | Y |
| AB Global Risk Allocation Fund, Inc. | July 22, 1992, as amended | June 11, 1992 | .60% of the first $200 million of average daily net assets; .50% of the next $200 million of average daily net assets; .40% of the excess over $400 million of average daily net assets | 0.57% | 1,634,353 | 281,807,062 | N |
E-3
APPENDIX F – REIMBURSEMENT OF ADMINISTRATIVE EXPENSES TO THE ADVISER
The following table sets forth the costs reimbursed by the Funds to the Adviser for certain administrative services, including clerical, accounting, legal and other services, and associated overhead costs, for the respective fiscal year ends.
| Fund | Fiscal Year Ended | Amount Reimbursed for Administrative Services ($) | Amount Waived by the Adviser ($) |
| AB Variable Products Series Fund, Inc. | |||
| AB Balanced Wealth Strategy Portfolio | 12/31/2017 | 53,887 | 0 |
| AB Dynamic Asset Allocation Portfolio | 12/31/2017 | 54,520 | 0 |
| AB Global Thematic Growth Portfolio | 12/31/2017 | 53,585 | 0 |
| AB Growth Portfolio | 12/31/2017 | 52,814 | 0 |
| AB Growth and Income Portfolio | 12/31/2017 | 52,835 | 0 |
| AB Intermediate Bond Portfolio | 12/31/2017 | 53,914 | 0 |
| AB International Growth Portfolio | 12/31/2017 | 53,558 | 0 |
| AB International Value Portfolio | 12/31/2017 | 53,558 | 0 |
| AB Large Cap Growth Portfolio | 12/31/2017 | 53,914 | 0 |
| AB Real Estate Investment Portfolio | 12/31/2017 | 53,585 | 0 |
| AB Small Cap Growth Portfolio | 12/31/2017 | 52,817 | 0 |
| AB Small/Mid Cap Value Portfolio | 12/31/2017 | 53,585 | 0 |
| AB Value Portfolio | 12/31/2017 | 52,817 | 0 |
| AB Global Risk Allocation—Moderate Portfolio | 12/31/2017 | 54,688 | 0 |
F-1
APPENDIX G – BOARD CONSIDERATION OF THE PROPOSED AGREEMENT
At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.
The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of registered investment companies advised by the Adviser, their overall confidence in the Adviser's integrity and competence they have gained from that experience, the Adviser's initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.
The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:
Nature, Extent and Quality of Services Provided
The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors
G-1
noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.
Costs of Services to be Provided and Profitability
The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.
Fall-Out Benefits
The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.
G-2
Investment Results
In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.
The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.
Management Fees and Other Expenses
The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the "15(c) provider") concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund's contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.
The Directors also considered the Adviser's fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser's Form ADV and in a report from the Funds' Senior Analyst and noted the differences between a Fund's fee schedule, on the one hand, and the Adviser's institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.
The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations;and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.
G-3
The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.
With respect to each Fund's management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser's expense caps for certain Funds.The Directors view expense ratio information as relevant to their evaluation of the Adviser's services because the Adviser is responsible for coordinating services provided to a Fund by others.
The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.
Economies of Scale
The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund's adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund's operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.
Interim Advisory Agreement
In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.
G-4
APPENDIX H – FEES PAID TO AFFILIATES OF THE ADVISER
The following table sets forth the fees paid to ABI (the "Distributor") and AllianceBernstein Investor Services, Inc. (the "Transfer Agent") as well as any affiliated brokerage commissions paid for the respective fiscal year ends.
| Fund | Fiscal Year Ended | Fees Paid to the Distributor ($) | Fees Paid to the ($) | Affiliated Brokerage Commissions Paid ($) | Percentage of Aggregate Brokerage Commissions Paid to Affiliated Brokers | |
| AB Variable Products Series Fund, Inc. | ||||||
| AB Balanced Wealth Strategy Portfolio | 12/31/2017 | 683,763 | 1,163 | 0 | 0.00% | |
| AB Dynamic Asset Allocation Portfolio | 12/31/2017 | 1,458,757 | 1,163 | 0 | 0.00% | |
| AB Global Thematic Growth Portfolio | 12/31/2017 | 240,025 | 1,163 | 0 | 0.00% | |
| AB Growth Portfolio | 12/31/2017 | 100,162 | 1,163 | 0 | 0.00% | |
| AB Growth and Income Portfolio | 12/31/2017 | 2,253,731 | 1,163 | 0 | 0.00% | |
| AB Intermediate Bond Portfolio | 12/31/2017 | 39,026 | 1,163 | 0 | 0.00% | |
| AB International Growth Portfolio | 12/31/2017 | 95,168 | 1,163 | 0 | 0.00% | |
| AB International Value Portfolio | 12/31/2017 | 1,118,458 | 1,163 | 0 | 0.00% | |
| AB Large Cap Growth Portfolio | 12/31/2017 | 575,226 | 1,163 | 0 | 0.00% | |
| AB Real Estate Investment Portfolio | 12/31/2017 | 45,908 | 1,163 | 0 | 0.00% | |
| AB Small Cap Growth Portfolio | 12/31/2017 | 43,483 | 1,163 | 12 | 0.05% | |
| AB Small/Mid Cap Value Portfolio | 12/31/2017 | 1,143,259 | 1,163 | 0 | 0.00% | |
| AB Value Portfolio | 12/31/2017 | 186,256 | 1,163 | 0 | 0.00% | |
| AB Global Risk Allocation—Moderate Portfolio | 12/31/2017 | 223,929 | 1,163 | 0 | 0.00% | |
H-1
APPENDIX I – STOCK OWNERSHIP
Table 1
To the knowledge of each Fund, as of July 13, 2018, the persons below owned of record or were known by the Fund to
beneficially own 5% or more of a Portfolio's shares (orthe noted class of outstanding shares if
applicable) as of August 1, 2010.
the Fund.
| Fund | Class | Name | Location | Number of Shares ofClass | % ofClass | |
| AVP AB Balanced Wealth Strategy Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 2,099,590 | 89.84% | |
| A | The United States Life Insurance Company in the City of New York | Houston, TX | 129,884 | 5.56% | ||
| B | Delaware Life Insurance Company | Waltham, MA | 3,791,670 | 17.64% | ||
| B | GE Life and Annuity Assurance Company | Richmond, VA | 1,308,291 | 6.09% | ||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 1,605,769 | 7.47% | ||
| B | Talcott Resolution Life and Annuity Insurance Company | Hartford, CT | 2,744,790 | 12.77% | ||
| B | Talcott Resolution Life Insurance Company | Hartford, CT | 1,284,174 | 5.97% | ||
| B | Transamerica Life Insurance Co. | Cedar Rapids, IA | 8,224,458 | 38.25% | ||
| AVP ABDynamic Asset Allocation Portfolio | A | Nationwide Life Insurance Co. | Columbus, OH | 4,148 | 14.38% | |
| A | Nationwide Life Insurance Co. | Columbus, OH | 2,003 | 6.94% | ||
| A | Nationwide Life Insurance Co. | Columbus, OH | 11,114 | 38.52% | ||
| A | Nationwide Life & Annuity Insurance Co. | Columbus, OH | 11,576 | 40.12% | ||
| B | Delaware Life Insurance Company | Waltham, MA | 6,635,197 | 14.47% | ||
| B | Minnesota Mutual Life | Saint Paul, MN | 13,280,326 | 28.96% | ||
| B | Ohio National Life Insurance Co. | Cincinnati, OH | 22,028,445 | 48.04% | ||
| AVP AB Global Thematic Growth Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 275,677 | 21.02% | |
| A | Lincoln Life Variable Annuity | Fort Wayne, IN | 505,100 | 38.52% | ||
| A | Transamerica Advisors Life Insurance Company | Cedar Rapids, IA | 245,935 | 18.76% | ||
| A | Transamerica Financial Life Insurance Company | Cedar Rapids, IA | 74,198 | 5.66% | ||
| B | IDS Life Insurance Co. | Minneapolis, MN | 265,007 | 7.76% | ||
| B | Lincoln Life Variable Annuity | Fort Wayne, IN | 1,974,011 | 57.79% | ||
| AVP AB Growth Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 427,856 | 48.30% | |
| A | American General Life Insurance Company of Delaware | Houston, TX | 53,091 | 5.99% | ||
| A | Great-West Life & Annuity Insurance Company | Greenwood Village, CO | 102,956 | 11.62% | ||
I-1
Fund | Class | Name | Location | Number of | % of Class | |
| A | Great-West Life & Annuity | Greenwood Village, CO | 84,759 | 9.57% | ||
| A | Great-West Life & Annuity | Greenwood Village, CO | 49,553 | 5.59% | ||
| A | The United States Life Insurance Company in the City of New York | Houston, TX | 75,658 | 8.54% | ||
| B | Allstate Life Insurance Company | Northbrook, IL | 404,129 | 37.00% | ||
| B | American General Life Insurance Company of Delaware | Houston, TX | 302,456 | 27.69% | ||
| B | Lincoln Life and Annuity Company of New York | Fort Wayne, IN | 59,597 | 5.46% | ||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 186,293 | 17.06% | ||
| AVP AB Growth and Income Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 1,030,759 | 23.33% | |
| A | Jefferson National Life Insurance Company | Louisville, KY | 362,918 | 8.21% | ||
| A | Lincoln Life Variable Annuity | Fort Wayne, IN | 915,377 | 20.72% | ||
| A | Nationwide Life Insurance Company | Columbus, OH | 689,900 | 15.62% | ||
| B | GE Life and Annuity Assurance Company | Richmond, VA | 1,437,806 | 5.49% | ||
| B | Guardian Insurance & Annuity Co., Inc. | Bethlehem, PA | 4,475,946 | 17.09% | ||
| B | Guardian Insurance & Annuity Co., Inc. | Bethlehem, PA | 2,286,773 | 8.73% | ||
| B | IDS Life Insurance Corp. | Minneapolis, MN | 4,337,681 | 16.57% | ||
| B | Transamerica Life Insurance Company | Cedar Rapids, IA | 7,183,974 | 27.44% | ||
| AVP ABIntermediate Bond Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 2,717,322 | 79.59% | |
| A | The United States Life Insurance Company in the City of New York | Houston, TX | 286,399 | 8.39% | ||
| B | Allmerica Financial Life Insurance & Annuity Company | Topeka, KS | 113,812 | 8.63% | ||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 919,163 | 69.71% | ||
| B | Talcott Resolution Life Insurance Company | Hartford, CT | 148,634 | 11.27% | ||
| AVP AB International Growth Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 574,943 | 48.26% | |
| A | Great-West Life & Annuity FBO Variable Annuity 1 Oncesource | Greenwood Village, CO | 288,945 | 24.25% | ||
| A | Great-West Life & Annuity FBO Variable Annuity 1 Select | Greenwood Village, CO | 91,296 | 7.66% | ||
| B | AXA Equitable Life Separate Account | New York, NY | 395,762 | 25.31% | ||
| B | Delaware Life Insurance Company | Waltham, MA | 323,785 | 20.71% | ||
I-2
Fund | Class | Name | Location | Number of | % of Class | |
| B | Hartford Life & Annuity | Hartford, CT | 141,409 | 9.04% | ||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 179,010 | 11.45% | ||
| B | Talcott Resolution Life and Annuity Insurance Company | Hartford, CT | 242,881 | 15.53% | ||
| B | Talcott Resolution Life Insurance Company | Hartford, CT | 101,482 | 6.49% | ||
| AVP AB International Value Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 314,414 | 6.75% | |
| A | AUL American Individual Variable | Indianapolis, IN | 1,189,030 | 25.53% | ||
| A | Lincoln Life Variable Annuity | Fort Wayne, IN | 1,011,773 | 21.72% | ||
| A | Nationwide Life Insurance Company | Columbus, OH | 382,184 | 8.21% | ||
| A | Nationwide Life Insurance Company | Columbus, OH | 405,573 | 8.71% | ||
| B | Delaware Life Insurance Company | Waltham, MA | 2,055,682 | 8.03% | ||
| B | GE Life and Annuity Assurance Company | Richmond, VA | 2,566,771 | 10.03% | ||
| B | IDS Life Insurance Corp. | Minneapolis, MN | 10,773,967 | 42.10% | ||
| B | Talcott Resolution Life and Annuity Insurance Company | Hartford, CT | 4,020,995 | 15.71% | ||
| B | Talcott Resolution Life Insurance Company | Hartford, CT | 2,132,283 | 8.33% | ||
| AVP AB Large Cap Growth Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 530,018 | 15.33% | |
| A | American General Life Insurance Company of Delaware | Houston, TX | 262,153 | 7.58% | ||
| A | Transamerica Advisors Life Insurance Company | Cedar Rapids, IA | 1,486,492 | 43.00% | ||
| A | Transamerica Advisors Life Insurance Company | Cedar Rapids, IA | 248,905 | 7.20% | ||
| A | Transamerica Advisors Life Insurance Company | Cedar Rapids, IA | 279,022 | 8.07% | ||
| B | Allstate Life Insurance Company | Northbrook, IL | 259,875 | 6.42% | ||
| B | American General Life Insurance Company of Delaware | Houston, TX | 332,806 | 8.22% | ||
| B | GE Life and Annuity Assurance Company | Richmond, VA | 433,053 | 10.69% | ||
| B | IDS Life Insurance Company | Minneapolis, MN | 1,428,375 | 35.28% | ||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 223,379 | 5.52% | ||
| B | Transamerica Life Insurance Company | Cedar Rapids, IA | 549,561 | 13.57% | ||
| AVP ABReal Estate Investment Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 714,366 | 21.10% | |
| A | Great West Life & Annuity Insurance Company | Englewood, CO | 1,712,744 | 50.58% |
I-3
Fund | Class | Name | Location | Number of | % of Class | ||
| A | Nationwide Life Insurance Company | Columbus, OH | 437,872 | 12.93% | |||
| B | AXA Equitable Life Separate Account | New York, NY | 634,107 | 31.24% | |||
| B | Guardian Insurance & Annuity Co. Inc. | Bethlehem, PA | 117,602 | 5.79% | |||
| B | Guardian Insurance & Annuity Co. Inc. | Bethlehem, PA | 342,222 | 16.86% | |||
| B | Hartford Life & Annuity | Hartford, CT | 146,057 | 7.20% | |||
| B | Midland National Life Insurance Co. | Topeka, KS | 274,075 | 13.50% | |||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 313,045 | 15.42% | |||
| AVP ABSmall Cap Growth Portfolio | A | American General Life Insurance Company of Delaware | Houston, TX | 705,755 | 52.55% | ||
| A | Principal Life Insurance Co. | Des Moines, IA | 67,470 | 5.02% | |||
| A | Principal Life Insurance Co. | Des Moines, IA | 268,225 | 19.97% | |||
| B | GE Life and Annuity Assurance Company | Richmond, VA | 883,491 | 36.64% | |||
| B | Ohio National Life Insurance Co. | Cincinnati, OH | 1,044,165 | 43.31% | |||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 288,250 | 11.96% | |||
| AVP AB Small/Mid Cap Value Portfolio | A | American General Life | Houston, TX | 645,662 | 6.30% | ||
| A | Lincoln Life Variable Annuity | Fort Wayne, IN | 5,571,740 | 54.35% | |||
| A | Nationwide Life Insurance Company | Columbus, OH | 958,323 | 9.35% | |||
| A | New York Life Insurance and Annuity Corporation | Jersey City, NJ | 757,731 | 7.39% | |||
| B | Hartford Life & Annuity | Hartford, CT | 1,108,095 | 5.32% | |||
| B | Lincoln Life Variable Annuity | Fort Wayne, IN | 9,574,018 | 45.93% | |||
| B | Nationwide Life Insurance Company | Columbus, OH | 5,021,806 | 24.09% | |||
| B | Talcott Resolution Life and Annuity Insurance Company | Hartford, CT | 1,201,799 | 5.77% | |||
| AVP ABValue Portfolio | A | Transamerica Advisors Life Insurance Company | Cedar Rapids, IA | 59,441 | 90.94% | ||
| B | American General Life Insurance Company of Delaware | Houston, TX | 603,694 | 15.97% | |||
| B | SunAmerica Annuity and Life Assurance Company | Houston, TX | 436,859 | 11.56% | |||
| B | Talcott Resolution Life and Annuity Insurance Company | Hartford, CT | 1,546,165 | 40.91% | |||
| B | Talcott Resolution Life Insurance Company | Hartford, CT | 918,365 | 24.30% | |||
| AVP AB Global Risk Allocation—Moderate Portfolio | A | AllianceBernstein L.P. | White Plains, NY | 1,100 | 100.00% | ||
| B | Ohio National Life Insurance Co. | Cincinnati, OH | 8,718,641 | 98.28% | |||
I-4
TABLE OF CONTENTS
TABLE OF | Page |
| Introduction | 1 |
| Proposal One: Election of Directors | 2 |
| Proposal Two: Approval of Investment Advisory Agreements | 11 |
| Proxy Voting and Stockholder Meetings | 19 |
| Information as to the Investment Adviser, Administrator, and Distributor of the Funds | 20 |
| Other Matters | 20 |
| Stock Ownership | 21 |
| Submission of Proposals for Next Meeting of Stockholders | 21 |
| Reports to Stockholders | 21 |
| Appendix A: Shares | A-1 |
| Appendix B: Additional Information on Proposal One | B-1 |
| Appendix C: Independent Registered Public Accounting Firm | C-1 |
| Appendix D: Form of | D-1 |
| Appendix E: Information Regarding Current Agreement | E-1 |
| Appendix F: Reimbursement of |
| F-1 | |
| Appendix G: Board Consideration of | G-1 |
| Appendix H: Fees Paid to Affiliates of | H-1 |
| Appendix I: Stock Ownership | I-1 |
THE AB VARIABLE PRODUCTS SERIES FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL
NOTICEOFMEETINGOF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 2010
THIS STOCKHOLDERSANDPROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
The undersigned hereby appoints [___________] and [____________],
or either of them, as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders
(the "Meeting") of AllianceBernstein Variable Products Series Fund, Inc.
(the "Fund") with respect to the portfolios that are each a series of the
Fund (each, a "Portfolio", and, collectively, the "Portfolios") to be held
at 3:00 p.m., Eastern Time, on November 5, 2010 at the office of the Fund,
1345 Avenue of the Americas, 41st Floor, New York, New York 10105, and any
postponements or adjournments thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the
Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Meeting. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement, revokes any proxy
heretofore given with respect to such Meeting and hereby instructs said
proxies to vote said shares as indicated on the reverse side hereof.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST
BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF.
IF THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES
ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE
NOMINEES FOR DIRECTOR AND "FOR" THE OTHER PROPOSAL AS DESCRIBED IN THE
PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxyweb.com
VOTE BY TELEPHONE: 1-888-221-0697
Please refer to the Proxy Statement for
a discussion of each Proposal.
PLEASE VOTE, DATE AND SIGN AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the records of a
Fund. Joint owners should each sign personally. Trustees and other
representative should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or
her full title.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
AllianceBernstein Balanced Wealth Strategy Portfolio
AllianceBernstein Global Thematic Growth Portfolio
AllianceBernstein Growth Portfolio
AllianceBernstein Growth and Income Portfolio
AllianceBernstein Intermediate Bond Portfolio
AllianceBernstein International Growth Portfolio
AllianceBernstein International Value Portfolio
AllianceBernstein Large Cap Growth Portfolio
AllianceBernstein Money Market Portfolio
AllianceBernstein Real Estate Investment Portfolio
AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Small/Mid Cap Value Portfolio
AllianceBernstein Value Portfolio
Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/
For All
For All Withhold From Except As
Nominees All Nominees Noted Below
1. To elect Directors for the Fund: /_/ /_/ /_/
01. John H. Dobkin 06. Robert M. Keith
02. Michael J. Downey 07. Garry L. Moody
03. William H Foulk, Jr. 08. Marshall C. Turner, Jr.
04. D. James Guzy 09. Earl D. Weiner
05. Nancy P. Jacklin
To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the nominee's number on the line provided.
__________________________
2. To Amend the Portfolios' /_/ /_/ /_/
Fundamental Investment
Policies regarding
commodities.
For Against Abstain
3. To transact such other business as
may properly come before the
Meeting and any adjournments or
postponements thereof.
Mark here for address change and note
at left. /_/
Please be sure to sign, date and
return this Proxy promptly. You may
use the enclosed envelope.
--------------------------------------
(Signature of Stockholder)
--------------------------------------
(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0451 1127454
August 20, 2018
