Seward & Kissel LLP
1200 G Street, N.W.
Washington, D.C. 20005
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
April 11, 2008
VIA EDGAR
Ms. Sally Samuel, Senior Counsel
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AllianceBernstein Variable Products Series Fund, Inc. -
U.S. Government/High Grade Securities Portfolio
Post-Effective Amendment No. 44
File Nos. 033-18647 and 811-05398
---------------------------------
Dear Ms. Samuel:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") to the post-effective amendment
to the registration statement filed on Form N-1A including the Prospectus and
Statement of Additional Information ("SAI") for U.S. Government/High Grade
Securities Portfolio (the "Portfolio"), a series of AllianceBernstein Variable
Products Series Fund, Inc. ("AVP"), as provided orally to Young Seo of this
office on April 8, 2008.
As background, the Portfolio will acquire four other AVP portfolios on
April 25, 2008. We had intended to file an amended registration under Rule
485(a) that would go effective automatically on the 60th day or May 1, 2008.
However, by the time we realized that the merger would occur prior to that date
and we would need an effective registration statement by April 28, 2008, we had
to file the amended registration statement with a request for acceleration. We
need to furnish the printed prospectus to the insurance companies that use the
Portfolio as an underlying fund for a variable annuity product to incorporate
into their documents by early next week notwithstanding that the prospectus will
not be effective or used until April 28, 2008. Under the circumstances, we need
to discuss and resolve any issues with the Staff's comments by early next week.
While this is a short time frame for your consideration of our responses below,
we would appreciate your assistance in this regard.
Also, as a preliminary matter, we have issues with several of the comments
because they involve revisions to the standardized prospectuses used by all of
the 18 AVP portfolios as well as over 70 AllianceBernstein retail mutual funds.
We appreciate that the fact that there is a standardized form of the
prospectuses for all of these funds should not necessarily be a response to a
Staff comment. However, all of these prospectuses have been previously reviewed
on numerous occasions by the Staff of both the Office of Insurance Products and
the Office of Disclosure Review. In fact, the very same form of prospectus was
filed in March 2006 (Post-Effective Amendment No. 41) and reviewed by the Staff
of the Office of Insurance Products. We did not receive any Staff comments on
the form of the prospectus equivalent to some of the comments discussed below.
We request that the Staff reconsider whether these comments are necessary in
light of the extensive Staff review of these prospectuses.
The Staff's comments and our responses are discussed below.(1)
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(1) Capitalized terms have the same meaning as in the Prospectus unless
otherwise defined.
Comment 1: Summary Information: "Credit Ratings" and "Other Information" in the
"Summary Information" section should be deleted or moved back so
that the fee table can be moved up closer to the front of the
Prospectus.
Response: The "Summary Information" section is part of the risk/return summary
required by Item 2 of Form N-1A. It highlights certain information
about performance, risks, credit ratings and maturity and duration.
In particular, the description of the Portfolio's investment
strategies refers to credit ratings and maturity and duration. We
believe it is important for investors to have this disclosure in
order to facilitate their understanding of the subsequent, more
focused, description of the Portfolio's investment strategies. We
believe that this information is responsive to the disclosure
required by Item 2 of Form N-1A. This disclosure format has, as
noted above, been previously reviewed by the Staff.
Comment 2: Objectives and Principal Strategies: The "Principal Risks" section
should only identify the principal risks of investing in the
Portfolio. If any of the risks identified here is not a principal
risk, it should be moved to the back. Also, the disclosure does not
state where the risks are defined.
Response: Only principal risks are identified in the "Principal Risks"
section. The disclosure also instructs an investor to see "Risks
Summary" for a broader discussion of these and other risks of
investing in the Portfolio.
Comment 3: Fees and Expenses of the Portfolio: The fee table should be moved up
closer to the front of the Prospectus and should follow right after
the performance table.
Response: The fee table is in the order prescribed by Form N-1A and follows
disclosure about the Portfolio's investment objective, principal
strategies and risks, and performance. The fee table is proximately
located near the front of the Prospectus, clearly identified in the
table of contents and easily accessible to any investor who may want
to review the fees for an underlying fund for a variable annuity
contract, such as the Portfolio, although more comprehensive fee
information about their contract is available in the variable
contract prospectus.
Comment 4: Frequent Purchases and Redemptions of Portfolio Shares: The second
sentence in the second paragraph under "Risks Associated With
Excessive Or Short-Term Trading Generally" should be revised to
conform to the NAV calculation disclosure in other places of the
Prospectus. A parallel change should be made to the SAI.
Response: We have revised the Prospectus and the SAI in response to this
comment.
Comment 5: More Information About the Portfolio and Its Investments: The
"Derivatives" section should include a disclosure regarding the
Portfolio's obligation to set aside liquid assets or cash, and the
risks associated with such practice. One way to make this disclosure
is to identify the obligation in the Prospectus and describe it more
fully in the SAI. But this disclosure needs to be in both the
Prospectus and the SAI.
Response: Form N-1A does not require disclosure in the Prospectus about the
Portfolio's obligation to set aside liquid assets or cash to
collateralize the market risk of derivatives transactions. See
Footnote 143 in Registration Form Used By Open-End Management
Investment Companies, Investment Company Act Release No. 23064
(March 13, 1998). We have added additional disclosure to the SAI
about the segregation of assets relating to derivatives
transactions.
Comment 6: More Information About the Portfolio and Its Investments: The
"Illiquid Securities" section should include a disclosure that in
the event the Portfolio's investments in illiquid securities exceed
15% of its net assets, it would take steps necessary to bring the
percentage down to 15% or less. A parallel disclosure should be
included in the SAI.
Response: We do not believe that Form N-1A requires disclosure about the
Portfolio reducing its investments in illiquid securities if these
investments exceed 15% of net assets. This disclosure merely
restates the Portfolio's legal obligation. We believe that it adds
unnecessary length and complexity to the Prospectus. We have added
additional disclosure to the SAI in response to this comment.
Comment 7: More Information About the Portfolio and Its Investments: If the
Portfolio has any sub-prime mortgage related investments, the
"Mortgage-Backed Securities" section should include a disclosure
regarding such investments. A parallel disclosure should be included
in the SAI.
Response: The Portfolio has a very small amount of sub-prime mortgage related
investments. Items 2 and 4 of Form N-1A require disclosure of a
fund's principal investment strategies, including the particular
type or types of investments in which the [f]und principally invests
or will invest." According to Form N-1A, principal risk disclosure
should focus on `the risks to which the [f]und's portfolio as a
whole is subject and the circumstances most likely to affect
adversely the [f]und's net asset value, yield and total return."
These investments are not a principal strategy of the Portfolio and
do not constitute a principal risk. The SAI disclosure includes
disclosure about sub-prime mortgage related investments and their
risks.
Comment 8: More Information About the Portfolio and Its Investments: The
"Investment in Below Investment Grade Fixed-Income Securities"
section should include a disclosure that states that these
investments are typically identified as "junk bonds."
Response: We have revised the disclosure in response to this comment.
Comment 9: Management of the Portfolio: The "Investment Adviser" section should
include a disclosure of the aggregate amount of paid by the
Portfolio to the Adviser for its investment advisory services.
Response: Form N-1A does not require this information in the Prospectus. It is
included in the SAI.
Comment 10: Management of the Portfolio: The cross-reference to the SAI for
additional information about the Portfolio Managers in the last
sentence in the "Portfolio Managers" section should refer to a more
specific section of the SAI.
Response: We have revised the Prospectus in response to this comment.
Comment 11: A disclosure regarding the voting rights of the contractowners,
including one on "proportional voting" that, as a result of
proportional voting, a small number of contractowners can determine
the outcome of the vote, should be included. A parallel disclosure
should be included in the "General Information" section of the SAI.
Response: We do not believe that Form N-1A requires disclosure in the
Prospectus regarding the voting rights of contractowners. In
response to comments received in the Staff review in 2006, we
included this disclosure in the SAI.
Comment 12: "Appendix B" and the back cover page appear to be on the same page.
Response: We have revised the Prospectus in response to this comment.
Comment 13: Part C: A disclosure regarding indemnification, required under Rule
484, should be included.
Response: We have revised Part C to include disclosure regarding
indemnification.
* * *
We hereby acknowledge that (i) the Fund is responsible for the adequacy and
accuracy of the disclosures in the filings; (ii) Staff comments or changes to
disclosures in response to Staff comments in the filings reviewed by the Staff
do not foreclose the SEC from taking any action with respect to the filings; and
(iii) the Fund may not assert Staff comments as a defense in any proceedings
initiated by the SEC or any person under the federal securities laws of the
United States.
If you have any additional comments or questions, please contact the
undersigned at (202) 737-8833.
Sincerely,
/s/ Kathleen K. Clarke
cc: Christina Morse, Esq.
SK 00250 0292 872740