UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |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.
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(Name of Registrant as Specified In Its Charter)
N/A
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(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:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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|_| 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:
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[LOGO]
ALLIANCEBERNSTEIN
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
September 15, 2010
Dear Stockholders:
The Board of Directors (the "Directors") of AllianceBernstein Variable Products
Series Fund, Inc. (the "Fund") and the series thereof (each a "Portfolio" and,
collectively, the "Portfolios") is pleased to invite you to the Annual Meeting
of Stockholders (the "Meeting") to be held on November 5, 2010. The
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement
present two proposals to be considered at the Meeting.
At the Meeting, stockholders of the Portfolios will be asked to elect Directors
for the Fund. The stockholders of the Portfolios are also being asked to
approve a proposal, as explained in the attached Proxy Statement, to amend a
fundamental investment policy regarding commodities. We believe that this
amendment will benefit each Portfolio and its stockholders.
The Directors have concluded that the proposals are in the best interests of
each Portfolio and unanimously recommend that you vote "FOR" the proposals that
apply to the Portfolio or Portfolios in which you hold shares.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote by proxy. 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 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.
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
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 will be asked to vote on both proposals. Those
proposals are as follows:
. Election of Directors for the Fund and
. Amendment of the Portfolios' fundamental investment policies regarding
commodities.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" each of 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 proposals in the Proxy Statement. The background of
each nominee for Director is described 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
To the Stockholders of the series of AllianceBernstein Variable Products Series
Fund, Inc. (the "Fund"):
Notice is hereby given that an Annual Meeting of Stockholders (the "Meeting")
of the series of the Fund (each, a "Portfolio", and, collectively, the
"Portfolios") will be held at the office of the Fund, 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105, on November 5, 2010, at 3:00
p.m., Eastern Time, to consider and vote on the following Proposals, each of
which is 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.
Any stockholder of record of a Portfolio at the close of business on
September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting or any postponement or adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Emilie D. Wrapp
Secretary
New York, New York
September 15, 2010
--------------------------------------------------------------------------------
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 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 vote 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 are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
TABLE OF CONTENTS
PAGE
---------------------------------------------------------------- ----
Introduction.................................................... 1
Proposal One: Election of Directors............................. 2
Proposal Two: Changes to the Fundamental Investment Policies
Regarding Commodities........................................... 11
Independent Registered Public Accounting Firm................... 12
Proxy Voting and Stockholder Meetings........................... 15
Other Information............................................... 17
Officers of the Fund............................................ 17
Information as to the Fund's Investment Adviser and Distributor. 17
Other Matters................................................... 17
Stock Ownership................................................. 18
Submission of Proposals for Next Meeting of Stockholders........ 18
Reports to Stockholders......................................... 18
Appendix A: Outstanding Voting Shares........................... A-1
Appendix B: Additional Information Regarding Directors.......... B-1
Appendix C: Stock Ownership..................................... C-1
PROXY STATEMENT
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
-----------------
ANNUAL MEETING OF STOCKHOLDERS
November 5, 2010
-----------------
Introduction
This is a Proxy Statement for the portfolios of the AllianceBernstein Variable
Products Series Fund, Inc. (the "Fund") listed above (each a "Portfolio" and,
collectively, the "Portfolios"). The Fund's Board of Directors (the "Board") is
soliciting proxies for an Annual Meeting of Stockholders of each Portfolio (the
"Meeting") to consider and vote on proposals that are being recommended by the
Board.
The Board is sending you this Proxy Statement to ask for your vote on two
proposals affecting your Portfolio. The Fund will hold the Meeting at the
offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New
York 10105, on November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation
will be made primarily by mail and may also be made by telephone or through the
Internet. AllianceBernstein L.P. is the investment adviser to the Portfolios
(the "Adviser"). The Notice of Annual Meeting of Stockholders, Proxy Statement
and Proxy Card are being mailed to stockholders on or about September 15, 2010.
Any stockholder who owned shares of a Portfolio at the close of business on
September 9, 2010 (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.
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").
1
Contractholders select a Portfolio as an investment option through an insurance
contract with the Insurer. The Insurer that uses a Portfolio as a funding
vehicle, is in most cases, the legal stockholder of the Portfolio and, as such,
has voting and investment power with respect to the shares. However, the
Insurer generally will pass through any voting rights to contractholders and
will vote the shares of each Portfolio in the manner directed by a
contractholder. With respect to shares for which a contractholder fails to
provide voting instructions, or shares that the Insurer holds for its own
benefit (i.e., rather than on behalf of a contractholder), the Insurers will
vote such shares in the same proportion as the shares for which voting
instructions were received from contractholders. For proxies received with no
voting instructions on how to vote, the Insurer will vote those shares FOR the
proposals.
Important Notice Regarding Availability of Proxy Materials for the
Stockholders' Meeting to be Held on Friday, November 5, 2010. This Proxy
Statement is available on the Internet at
www.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
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, stockholders will vote on the election of Directors of the
Fund. 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 have been nominated for election as a
Director. 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
2
Mr. William H. Foulk, Jr.
Mr. D. James Guzy
Ms. Nancy P. Jacklin
Mr. Robert M. Keith
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr.
Mr. Earl D. Weiner
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.
Certain information concerning the nominees for Directors is set forth below.
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
-----------------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
Chairman of the Board
William H. Foulk, Jr., #, ## 20 Investment Adviser and an 95 None
78 Independent Consultant since prior to
2005. Previously, he was Senior
Manager of Barrett Associates, Inc., a
registered investment adviser. He was
formerly Deputy Comptroller and
Chief Investment Officer of the State
of New York and, prior thereto, Chief
Investment Officer of the New York
Bank for Savings. He has served as a
director or trustee of various
AllianceBernstein Funds since 1983
and has been Chairman of the
AllianceBernstein Funds and of the
Independent Directors Committee of
such Funds since 2003.
John H. Dobkin, # 18 Independent Consultant since prior 93 None
68 to 2005. Formerly, President of
Save Venice, Inc. (preservation
organization) from 2001-2002;
Senior Advisor from June 1999-
June 2000 and President of Historic
Hudson Valley (historic
preservation) from December 1989
- May 1999. Previously, Director of
the National Academy of Design.
He has served as a director or
trustee of various AllianceBernstein
Funds since 1992.
3
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
----------------------------------------------------------------------------------------------------------
Michael J. Downey, # 5 Private Investor since prior to 2005. 93 Asia Pacific
66 Formerly, managing partner of Fund, Inc., and
Lexington Capital, LLC (investment The Merger
advisory firm) from December 1997 Fund since prior
until December 2003. From 1987 to 2005, and
until 1993, Chairman and CEO of Prospect
Prudential Mutual Fund Acquisition
Management, director of the Corp. (financial
Prudential Mutual Funds, and services) since
member of the Executive 2007 until 2009
Committee of Prudential Securities
Inc. He has served as a director or
trustee of the AllianceBernstein
Funds since 2005.
D. James Guzy, # 5 Chairman of the Board of PLX 93 Cirrus Logic
74 Technology (semi-conductors) and Corporation
of SRC Computers Inc., with which (semi-
he has been associated since prior conductors) and
to 2005. He was a Director of Intel PLX Technology,
Corporation (semi-conductors) from Inc. (semi-
1969 until 2008, and served as conductors)
Chairman of the Finance since prior to
Committee of such company for 2005 and Intel
several years until May 2008. He Corporation
has served as a director of one or (semi-
more of the AllianceBernstein conductors)
Funds since 1982. since prior to
2005 until 2008
Nancy P. Jacklin, # 4 Professorial Lecturer at the Johns 93 None
62 Hopkins School of Advanced
International Studies since 2008.
Formerly, U.S. Executive Director of
the International Monetary Fund
(December 2002-May 2006);
Partner, Clifford Chance (1992-
2002); Sector Counsel, International
Banking and Finance, and Associate
General Counsel, Citigroup (1985-
1992); Assistant General Counsel
(International), Federal Reserve
Board of Governors (1982-1985);
and Attorney Advisor, U.S.
Department of the Treasury (1973-
1982). Member of the Bar of the
District of Columbia and of New
York; and member of the Council on
Foreign Relations. She has served as
a director or trustee of the
AllianceBernstein Funds since 2006.
4
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
-----------------------------------------------------------------------------------------------------------------
Garry L. Moody, # 2 Independent Consultant. Formerly, 91 None
58 Partner, Deloitte & Touche LLP
(1995-2008) where he held a
number of senior positions,
including Vice-Chairman, and U.S.
and Global Investment
Management Practice Managing
Partner; President, Fidelity
Accounting and Custody Services
Company (1993-1995); and
Partner, Ernst & Young LLP (1975-
1993), where he served as the
National Director of Mutual Fund
Tax Services. He has served as a
director or trustee, and as
Chairman of the Audit Committee,
of most of the AllianceBernstein
Funds since 2008.
Marshall C. Turner, Jr., # 5 Private Investor since prior to 2005. 93 Xilinx, Inc.
68 Interim CEO of MEMC Electronic (programmable
Materials, Inc. (semi-conductor and logic semi-
solar cell substrates) from conductors) and
November 2008 until March 2009. MEMC
He was Chairman and CEO of Electronic
Dupont Photomasks, Inc. Materials, Inc.
(components of semi-conductor (semi-conductor
manufacturing), 2003-2005, and and solar cell
President and CEO, 2005-2006, substrates) since
after the company was acquired prior to 2005
and renamed Toppan Photomasks,
Inc. He has served as a director or
trustee of one or more of the
AllianceBernstein Funds since
1992.
Earl D. Weiner, # 3 Of Counsel, and Partner prior to 93 None
71 January 2007, of the law firm
Sullivan & Cromwell LLP and
member of ABA Federal Regulation
of Securities Committee Task Force
to draft editions of the Fund
Director's Guidebook. He has
served as a director or trustee of
the AllianceBernstein Funds since
2007 and is Chairman of the
Governance and Nominating
Committees of most of the Funds.
5
NUMBER OF OTHER PUBLIC
PORTFOLIOS IN COMPANY
ALLIANCEBERNSTEIN DIRECTORSHIPS
FUND COMPLEX HELD BY
NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE
AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS
--------------------------------------------------------------------------------------------------------
INTERESTED
DIRECTOR
Robert M. Keith,+,++ None Senior Vice President of 6 None
1345 Avenue of the AllianceBernstein L.P. (the
Americas "Adviser")*** and head of
New York, NY 10105 AllianceBernstein Investments Inc.
50 ("ABI")*** since July 2008;
Director of ABI and President of the
AllianceBernstein 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, Managing Director
and Head of North American Client
Service and Sales in the Adviser's
institutional investment
management business, with which
he has been associated since prior
to 2004.
---------------------
* The address for each of the Fund's Independent Directors is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
**"Years of Service" refers to the total number of years served as a Director.
***The Adviser and ABI are affiliates of each Portfolio.
# Member of the Audit Committee, the Governance 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. Directors who are not "interested persons" of the Fund as defined
in the Investment Company 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. The
Governance and Nominating Committee of the Board, which is composed of
Independent
6
Directors, reviews the experience, qualifications, attributes and skills of
potential candidates for nomination or election by the Board, and conducts a
similar review in connection with the proposed nomination of current Directors
for re-election by stockholders at any annual or special meeting of
stockholders. In evaluating a candidate for nomination or election as a
Director the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.
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 Fund 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, 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's 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 Fund and other AllianceBernstein
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-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Controller 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 and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and 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.
7
Executive Director of the International Monetary Fund, which is responsible for
ensuring the stability of the international monetary system, and as a financial
services lawyer in private practice; Mr. Keith has experience as an executive
of the Adviser with responsibility for, among other things, the
AllianceBernstein Funds; Mr. Moody has experience as a certified public
accountant including experience as Vice-Chairman and U.S. and Global Investment
Management Practice Partner for a major accounting firm, is a member of the
governing council of an organization of independent directors of mutual funds,
and has served as Chairman of the Audit Committee of most of the
AllianceBernstein Funds since 2008; Mr. Turner has experience as a director
(including Chairman and Chief Executive Officer of a number of companies) and
as a venture capital investor including prior service as general partner of
three institutional venture capital partnerships; and Mr. Weiner has experience
as a securities lawyer whose practice includes registered investment companies
and as Chairman, director or trustee of a number of boards, and has served as
Chairman of the Governance and Nominating Committee of most of the
AllianceBernstein Funds. The disclosure herein of a director's experience,
qualifications, attributes and skills does not impose on any such director any
duties, obligations, or liability that are greater than the duties,
obligations, and liability imposed on such director as a member of the Board
and any committee thereof in the absence of such experience, qualifications,
attributes and skills.
Board Structure and Oversight Function. The Board is responsible for oversight
of the Fund. The Fund has engaged the Adviser to manage the Portfolios 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 meets in-person at regularly scheduled meetings eight times
throughout the year. In addition, the Directors may meet in-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
four standing committees - the Audit, Governance and Nominating, 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 the
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, on the one hand,
and the Adviser and other service providers, on the other, and facilitates the
exercise of the Board's independent
8
judgment in evaluating and managing the relationships. In addition, the Fund is
required to have an Independent Director as Chairman pursuant to certain 2003
regulatory settlements involving the Adviser.
Risk Oversight. The Fund is subject to a number of risks, including investment,
compliance and operational risks. Day-to-day risk management with respect to
the 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 the 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 Investment Risk and Trading Risk of the
Adviser), the Fund's Senior Officer (who is also the Fund's chief compliance
officer), its independent registered public accounting firm, counsel, and
internal auditors for the Adviser, as appropriate, regarding risks faced by the
Fund and the Adviser's risk management programs.
Not all risks that may affect the 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 the Fund's goals. As a result of the foregoing and other factors the
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.
The Board has four standing committees: an Audit Committee, a Governance and
Nominating Committee, an Independent Directors Committee, and a Fair Value
Pricing Committee. The members of the Fund's committees are identified above in
the table listing the Directors. The function of the Audit Committee is to
assist the Board in its oversight of the Fund's financial reporting process.
The Audit Committee met twice during the Fund's most recently completed fiscal
year. The Governance and Nominating Committee met four times during the 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). 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 Fund 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,
officers, investment adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates submitted by a
stockholder or group of stockholders who have beneficially owned at least 5% of
a Portfolio's outstanding common stock or shares of beneficial interest for at
least two years prior to 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 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 Fund not
less than 120 days before the date of the proxy statement for the previous
year's annual meeting of stockholders or, if an annual meeting was not held in
the previous year, all required information must be received within a
reasonable amount of time before the Fund begins to print and mail its proxy
materials. The Committee will consider only one candidate submitted by such a
stockholder or group for nomination for election at an annual meeting of
stockholders. The 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
Fund 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.
10
The function of the Fair Value Pricing Committee is to consider, in advance if
possible, any fair valuation decision of the Adviser's Valuation Committee
relating to a security held by a Portfolio made under unique or highly unusual
circumstances not previously addressed by the Valuation Committee that would
result in a change in the Portfolio's net asset value by more than $0.01 per
share. The Fair Value Pricing Committee did not meet during the Fund's most
recently completed fiscal year.
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, Distribution Services and Transfer Agency Agreements.
The Independent Directors Committee met eight times during the Fund's most
recently completed fiscal year.
The 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
listed 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.
The Board unanimously recommends that the stockholders vote FOR each of the
nominees to serve as a Director of the Fund. The election of a nominee as
Director requires the affirmative vote of a plurality of the votes cast.
PROPOSAL TWO
CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES REGARDING COMMODITIES
Section 8(b) of the 1940 Act requires a fund to disclose whether it has a
policy to engage in certain activities. Under the 1940 Act, these policies are
"fundamental" and may not be changed without a stockholder vote. The Board
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 requirements 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
11
to clarify that the Portfolios may continue to engage in the same derivatives
transactions that they are permitted to engage in today, regardless of whether
a governmental agency may regulate these instruments in the future, the Adviser
recommended, and the Directors approved, the following fundamental policy for
each Portfolio:
The Portfolio may purchase or sell commodities or options thereon to the
extent permitted by applicable law.
The proposed fundamental policy would make it clear that the Portfolios may
continue to engage in swaps, forward currency exchange contracts, as well as
futures, options on futures, and any other commodity or commodities contracts.
The Portfolios' investments in commodities will be reflected in investment
policies approved by the Directors and disclosed in the Portfolios' Prospectus
and Statement of Additional Information. The Adviser will continue to manage
the Portfolios under the policies previously approved by the Directors and the
proposed amendments would not result in a change to a Portfolio's risk
exposure. The amended policy would permit the Portfolios' investment policies
to reflect changes in statutory and regulatory requirements without incurring
the time and expense of obtaining stockholder approval to change the policies
and avoid issues relating to any future changes in the regulation of
commodities.
Approval of Proposal Two requires the affirmative vote of the holders of a
"majority of the outstanding voting securities," of each Portfolio, as defined
in the 1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Portfolio present or represented by proxy if the holders of
more than 50% of the Portfolio's outstanding voting securities are present or
represented by proxy, or (ii) more than 50% of the outstanding voting
securities of the Portfolio ("1940 Act Majority Vote"). The Board, including
the Independent Directors, of the Fund unanimously recommends that the
stockholders of each Portfolio 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.
12
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the independent
registered public accounting firm for each Portfolio's last two fiscal years
for professional services rendered for: (i) the audit of the Portfolio's annual
financial statements included in the Fund's annual reports to stockholders;
(ii) assurance and related services that are reasonably related to the
performance of the audit of the Portfolio's financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues and consent letters; (iii) tax compliance, tax advice and tax
return preparation; and (iv) aggregate non-audit services provided to the
Portfolio, the Adviser and entities that control, are controlled by or under
common control with the Adviser that provide ongoing services to the Fund
("Service Affiliates"), which include conducting an annual internal control
report pursuant to Statement on Auditing Standards No. 70. No other services
were provided to any Portfolio during this period.
TABLE 1
ALL FEES FOR
NON-AUDIT
SERVICES
ALL OTHER PROVIDED
FEES FOR TO THE
SERVICES PORTFOLIO,
AUDIT PROVIDED THE ADVISER
FISCAL AUDIT RELATED TAX TO AND SERVICE
NAME OF PORTFOLIO YEAR FEES FEES FEES PORTFOLIO AFFILIATES
----------------------------------- ------ ------- ------- ------- --------- ------------
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,939 n/a $870,098
Balanced Wealth Strategy Portfolio 2009 $31,457 $ 7,200 $ 9,841 n/a $959,613
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,079 n/a $850,465
Global Thematic Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,066 n/a $850,452
Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,236 n/a $851,622
Growth and Income Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $34,983 $ 3,566 $11,049 n/a $852,304
Intermediate Bond Portfolio 2009 $34,985 $10,000 $ 9,671 n/a $942,243
AllianceBernstein VPS 2008 $32,319 $ 5,697 $12,390 n/a $861,744
International Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,810 n/a $852,196
International Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,029 n/a $851,415
Large Cap Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $ 8,589 n/a $847,975
Money Market Portfolio 2009 $31,457 $ -- $ 6,747 n/a $939,319
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,048 n/a $850,434
Real Estate Investment Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,046 n/a $850,432
Small Cap Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,977 n/a $851,363
Small/Mid Cap Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,960 n/a $851,346
Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
13
Beginning with audit and non-audit service contracts entered into on or after
May 6, 2003, the Fund's Audit Committee policies and procedures require the
pre-approval of all audit and non-audit services provided to the Portfolios by
the Portfolios' independent registered public accounting firm. The 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 Portfolios. All of the amounts for Audit Fees, Audit-Related
Fees and Tax Fees in Table 1 are for services pre-approved by the Audit
Committee.
The amounts of the Fees for Non-Audit Services provided to the Portfolios, the
Adviser and Service Affiliates in Table 1 for the Portfolios that were subject
to pre-approval by the Audit Committee for 2008 and 2009 are presented below in
Table 2 (includes conducting an annual internal control report pursuant to
Statement on Accounting Standards No. 70). The Audit Committee has considered
whether the provision of any non-audit services not pre-approved by the Audit
Committee provided by the Portfolios' independent registered public accounting
firm to the Adviser and Service Affiliates is compatible with maintaining the
independent registered public accounting firm's independence.
TABLE 2
FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE PORTFOLIO,
THE ADVISER AND PORTION
SERVICE AFFILIATES COMPRISED PORTION
SUBJECT TO OF AUDIT COMPRISED
PRE-APPROVAL BY RELATED OF TAX
NAME OF PORTFOLIO AUDIT COMMITTEE FEES FEES
--------------------------------------------- ---- ------------------ --------- ---------
AllianceBernstein VPS Balanced Wealth 2008 $167,786 $ 1,697 $11,939
Strategy Portfolio 2009 $270,887 $ 7,200 $ 9,841
AllianceBernstein VPS Global Thematic 2008 $157,540 $ 1,697 $11,079
Growth Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Growth Portfolio 2008 $157,527 $ 1,697 $11,066
2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Growth and 2008 $158,697 $ 1,697 $12,236
Income Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Intermediate 2008 $159,379 $ 3,566 $11,049
Bond Portfolio 2009 $253,517 $10,000 $ 9,671
AllianceBernstein VPS International 2008 $165,835 $ 5,697 $12,390
Growth Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS International 2008 $159,271 $ 1,697 $12,810
Value Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Large Cap 2008 $158,490 $ 1,697 $12,029
Growth Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Money Market Portfolio 2008 $155,050 $ 1,697 $ 8,589
2009 $250,593 $ 0 $ 6,747
AllianceBernstein VPS Real Estate 2008 $157,509 $ 1,697 $11,048
Investment Portfolio 2009 $253,687 $ 0 $ 9,841
14
FEES FOR NON-AUDIT
SERVICES PROVIDED
TO THE PORTFOLIO,
THE ADVISER AND PORTION
SERVICE AFFILIATES COMPRISED PORTION
SUBJECT TO OF AUDIT COMPRISED
PRE-APPROVAL BY RELATED OF TAX
NAME OF PORTFOLIO AUDIT COMMITTEE FEES FEES
-------------------------------------- ---- ------------------ --------- ---------
AllianceBernstein VPS Small Cap 2008 $157,507 $1,697 $11,046
Growth Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Small/Mid Cap 2008 $158,438 $1,697 $11,977
Value Portfolio 2009 $253,687 $ 0 $ 9,841
AllianceBernstein VPS Value Portfolio 2008 $158,421 $1,697 $11,960
2009 $253,687 $ 0 $ 9,841
Part IV--Proxy Voting and Stockholder Meetings
All properly executed and timely received proxies will be voted in accordance
with the instructions marked thereon or otherwise provided therein.
Accordingly, unless instructions to the contrary are marked on the proxies, the
votes will be cast (i) for the election of each of the nominees as a Director
(Proposal One) and (ii) for the amendment of the Portfolios' fundamental
investment policies regarding commodities, (Proposal Two). If no specification
is made on a properly executed 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.
Owners of shares held through a broker or nominee (who is a 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 submit 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 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 Portfolios 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.
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 requires the affirmative vote of a plurality of
the votes cast. The approval of Proposal Two requires a 1940 Act Majority Vote.
Abstentions
15
and broker non-votes, if any, will be considered present for purposes of
determining the existence of a quorum. Abstentions and broker non-votes, if
any, not being votes cast, will have no effect on the outcome of Proposal One.
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. 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.
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 not a quorum is present at the
Meeting, if sufficient votes in favor of the position recommended by the Board
on any Proposal described in the Proxy Statement are not timely received, 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 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 prior to any adjournment if
sufficient votes have been received for approval thereof. 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 has engaged Broadridge Financial Solutions, Inc., 60 Research Road,
Hingham, MA 02043 to assist in soliciting proxies for the Meeting, including
contacting stockholders by telephone or other electronic means to solicit
stockholders on behalf of the Fund. Broadridge will receive no fee for its
services. Other proxy solicitation costs will be borne by the Portfolios.
16
Part V--Other Information
OFFICERS OF THE FUND
Certain information concerning the Fund's officers is set forth below. Each of
the Fund's officers is elected by the Board and serve for a term of one year
and until his or her successor is duly elected and qualifies.
NAME, ADDRESS* AND POSITION(S) PRINCIPAL OCCUPATION DURING THE
AGE (MONTH AND YEAR FIRST ELECTED) PAST 5 YEARS
-------------------------------------------------------------------------------------------------------
Robert M. Keith, President and Chief Executive Officer See biography above.
50 (09/08)
Philip L. Kirstein, Senior Vice President and Independent Senior Vice President and Independent
65 Compliance Officer (10/04) Compliance Officer of the
AllianceBernstein Mutual Funds, with
which he has been associated since
October 2004. Prior thereto, he was Of
Counsel to Kirkpatrick & Lockhart, LLP
from October 2003 to October 2004, and
General Counsel of Merrill Lynch
Investment Managers, L.P. since prior to
March 2003.
Joseph J. Mantineo, Treasurer and Chief Financial Officer Senior Vice President of AllianceBernstein
51 (8/06) Investor Services, Inc. ("ABIS"),** with
which he has been associated since prior
to 2005.
Phyllis J. Clarke, Controller Vice President of ABIS,** with which she
49 (5/09) has been associated since prior to 2005.
Emilie D. Wrapp, Secretary Senior Vice President, Assistant General
54 (10/05) Counsel and Assistant Secretary of ABI,**
with which she has been associated since
prior to 2005.
--------
* The address for the Funds' officers is 1345 Avenue of the Americas, New York,
New York 10105.
**An affiliate of the Fund.
INFORMATION AS TO THE FUND'S INVESTMENT ADVISER AND DISTRIBUTOR
The Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The investment adviser also provides
certain administrative services to the Fund. The Fund's distributor is
AllianceBernstein Investments, Inc. ("ABI"), 1345 Avenue of the Americas, New
York, New York 10105.
OTHER MATTERS
Management of the Fund does not know of any matters properly to be presented at
the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in the discretion of the person or persons
voting the proxies.
17
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a
Portfolio to beneficially own 5% or more of a Portfolio's shares (or class of
shares, if applicable) on August 1, 2010 is provided in Appendix C.
SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS
The Portfolios do not hold stockholder meetings annually. Any stockholder who
wishes to submit a proposal to be included in a Portfolio's proxy statement and
form of proxy card for a Portfolio's next meeting of stockholders should send
the proposal to the Portfolio so as to be received within a reasonable time
before a Portfolio begins to print and mail its proxy materials relating to
such meeting.
A stockholder who wishes (a) to submit a proposal at a stockholders meeting but
does not want the proposal to appear in the Portfolio's proxy statement or
proxy card, or (b) to submit a nomination for director at an annual meeting of
stockholders, should consult the Fund's Bylaws for timing and informational
requirements. The Bylaws of the Fund currently provide that, in any year in
which an annual meeting of stockholders is to be held, to be timely, a
stockholder's notice of a nomination or proposal shall set forth all
information required under the Bylaws and shall be delivered to the Secretary
of the Fund at the principal executive office of the Fund not earlier than the
150th day prior to the anniversary of the date of mailing 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 delayed 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, 2010
New York, New York
18
APPENDIX A
OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Portfolios as of the
close of business on the Record Date is presented below. Each share is entitled
to cast one vote at the meeting.
PORTFOLIO NAME NUMBER OF OUTSTANDING SHARES
----------------------------------------------------------------------------------------
CLASS A CLASS B
----------------------------------------------------------------------------------------
AllianceBernstein VPS Balanced Wealth Strategy Portfolio 6,261,416 44,919,231
AllianceBernstein VPS Global Thematic Growth Portfolio 3,460,625 7,674,480
AllianceBernstein VPS Growth Portfolio 1,947,641 3,291,190
AllianceBernstein VPS Growth and Income Portfolio 12,257,589 49,808,391
AllianceBernstein VPS Intermediate Bond Portfolio 10,231,314 3,431,187
AllianceBernstein VPS International Growth Portfolio 6,953,499 4,210,582
AllianceBernstein VPS International Value Portfolio 8,496,404 93,524,164
AllianceBernstein VPS Large Cap Growth Portfolio 7,575,384 8,620,530
AllianceBernstein VPS Money Market Portfolio 21,269,456 31,544,534
AllianceBernstein VPS Real Estate Investment Portfolio 5,082,409 1,237,576
AllianceBernstein VPS Small Cap Growth Portfolio 1,773,130 1,208,092
AllianceBernstein VPS Small/Mid Cap Value Portfolio 10,289,388 22,372,875
AllianceBernstein VPS Value Portfolio 177,944 22,695,664
A-1
APPENDIX B
ADDITIONAL INFORMATION REGARDING DIRECTORS
Ownership in the Fund
It is the policy of the Board of Directors of 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 is set forth below.
Aggregate Dollar Range of Equity
Securities in the Funds in the
AllianceBernstein Fund Complex
Director as of 9/2/2010
John H. Dobkin Over $100,000
Michael J. Downey Over $100,000
William H. Foulk, Jr. Over $100,000
D. James Guzy Over $100,000
Nancy P. Jacklin Over $100,000
Robert M. Keith Over $100,000
Garry L. Moody Over $100,000
Marshall C. Turner, Jr. Over $100,000
Earl D. Weiner Over $100,000
Compensation from the Fund
The aggregate compensation paid by the Fund to the Directors during the
fiscal year ended in 2009, the aggregate compensation paid to the Directors
during calendar year 2009 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 Fund 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 pay
compensation to officers of the Fund.
B-1
NUMBER OF
NUMBER OF INVESTMENT
INVESTMENT PORTFOLIOS WITHIN
COMPANIES IN THE THE
COMPENSATION ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
FROM THE FUND COMPLEX, FUND COMPLEX,
COMPENSATION FROM ALLIANCEBERNSTEIN INCLUDING THE INCLUDING THE
THE FUND DURING FUND COMPLEX, FUND, AS TO WHICH FUND, AS TO WHICH
ITS FISCAL YEAR INCLUDING THE THE DIRECTOR IS A THE DIRECTOR IS A
NAME OF DIRECTOR ENDED IN 2009 FUND, DURING 2009 DIRECTOR OR TRUSTEE DIRECTOR OR TRUSTEE
------------------------ ----------------- ----------------- ------------------- -------------------
John H. Dobkin $ 5,587 $242,200 32 93
Michael J. Downey $ 5,587 $241,000 32 93
William H. Foulk, Jr. $10,510 $484,400 34 95
D. James Guzy $ 5,587 $241,000 32 93
Nancy P. Jacklin $ 5,587 $242,200 32 93
Garry L. Moody $ 6,410 $270,200 31 91
Marshall C. Turner, Jr. $ 5,587 $242,260 32 93
Earl D. Weiner $ 6,003 $260,200 32 93
B-2
APPENDIX C
STOCK OWNERSHIP
The following person(s) owned of record or were known by the Fund to
beneficially own 5% or more of a Portfolio's shares (or class of shares, if
applicable) as of August 1, 2010.
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
----------------------------------------------------
ALLIANCEBERNSTEIN VPS BALANCED WEALTH
STRATEGY PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 5,720,422 90.34%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy
Mail Stop 4D-1
Houston, TX 77019-2116 362,890 5.73%
Class B Shares
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 4,996,698 11.09%
GE Life and Annuity Assurance
Company
6610 W Broad St
Bldg 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 2,509,754 5.57%
Hartford Life and Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 11,850,940 26.31%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 4,452,623 9.89%
Separate Account A of Pacific
Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660-6307 11,209,451 24.89%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------------------
Sunlife Assurance Company of
Canada (US)
One Sunlife Executive Park
Wellesley Hills, MA 02481 4,701,408 10.44%
ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,209,870 34.52%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy Mail Stop 4D-1
Houston, TX 77019-2116 241,433 6.89%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 1,334,315 38.07%
Merrill Lynch Life Insurance
Company ML-Retirement Plus A
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-0001 403,249 11.51%
Class B Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 552,258 7.02%
IDS Life Insurance Co
222 AXP Financial Ctr
Minneapolis, MN 55474-0014 988,195 12.56%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 3,474,362 44.16%
C-1
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------------------
ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO
Class A Shares
AIG Life Insurance Company
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,264,797 63.84%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy Mail Stop 4D-1
Houston, TX 77019-2116 249,311 12.58%
Class B Shares
Allstate Life Insurance Company
N. Plaza 2775 Sanders Rd.
Northbrook, IL 60062 1,493,744 44.55%
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 911,366 27.18%
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 533,122 15.90%
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 3,513,371 27.83%
ING Life Insurance and Annuity
Company
Attn: ING Fund Operations
1 Orange Way #B3N
Windsor, CT 06095-4773 1,246,946 9.88%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 4,008,230 31.75%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
--------------------------------------------------
Nationwide Life Insurance
Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 688,071 5.45%
Class B Shares
Allmerica Financial Life
Insurance & Annuity Company
One Security Benefit Place
Topeka, KS 66636-1000 3,430,418 6.79%
Allstate Life Insurance Company
544 Lakeview Pkwy Suite L3G
Vernon Hills, IL 60061-1826 4,642,646 9.18%
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 3,670,090 7.26%
GE Life and Annuity Assurance
Company
6610 W Broad St
Bldg 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 4,274,364 8.46%
IDS Life Insurance Corp
1438 AXP Financial Ctr
Minneapolis, MN 55474-0014 10,885,887 21.54%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 11,212,037 22.18%
ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 8,590,756 82.02%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy Mail Stop 4D-1
Houston, TX 77019-2116 927,130 8.85%
C-2
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
---------------------------------------------------
Class B Shares
American Enterprise Life
Insurance Company 1438-AXP
Minneapolis, MN 55474-0001 190,652 5.59%
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 2,619,093 76.77%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 274,917 8.06%
Sun Life Assurance Company of
Canada (US)
Attn: James Joseph
P.O. Box 9133
Wellesley Hills, MA 02481-4901 178,954 5.25%
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 2,526,652 35.82%
Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
Attn: Investment Div 2T2
8515 E. Orchard Rd
Englewood, CO 80111-5002 990,572 14.04%
The Prudential Insurance
Company of America
C/O Prubenefit Laureate
80 Livingston Ave Bldg ROS3
Roseland, NJ 07068-1733 2,571,201 36.45%
Class B Shares
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 594,475 13.95%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
---------------------------------------------------
Hartford Life and Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,938,393 45.48%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford CT, 06104-2999 459,574 10.78%
Sun Life Assurance Company of
Canada (US)
One Sunlife Executive Park
Wellesley Hills, MA 02481 869,912 20.41%
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,175,364 12.45%
AUL American Individual
Variable
Annuity Unit Trust 1
One American SQ
P.O. Box 368
Indianapolis, IN 46206-0368 676,985 7.17%
Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
8515 E. Orchard Rd
Attn: Investment Div 2T2
Englewood, CO 80111-5002 545,877 5.78%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 1,409,040 14.92%
Nationwide Life Insurance Co.
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 755,363 8.00%
Nationwide Life Insurance Co.
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 526,448 5.58%
C-3
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
----------------------------------------------------
Nationwide Life Insurance Co.
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 1,176,681 12.46%
Sun Life Assurance Company of
Canada (US)
Large Case Vul Separate Acct G
Attn: Howard Harding
One Sun Life Executive Park
Wellesley Hills, MA 02481 878,726 9.31%
Class B Shares
GE Life and Annuity Assurance
Company
6610 W Broad St
Bldg 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 6,270,589 6.60%
Hartford Life and Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 20,058,491 21.12%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 7,972,918 8.39%
IDS Life Insurance Corp
1438 AXP Financial Ctr
Minneapolis, MN 55474-0014 32,280,889 33.99%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 10,776,686 11.35%
Sun Life Assurance Company of
Canada (US)
One Sunlife Executive Park
Wellesley Hills, MA 02481 6,088,823 6.41%
ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH
PORTFOLIO
Class A Shares
Allmerica Financial Life
Insurance & Annuity Company
One Security Benefit Place
Topeka, KS 66636-1000 457,814 5.95%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------------------
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,733,030 22.53%
Merrill Lynch Life Insurance
Company ML-Retirement Plus A
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-0001 3,074,008 39.97%
Merrill Lynch Life Insurance
Company ML-Life V
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-0001 527,765 6.86%
Class B Shares
Allmerica Financial Life
Insurance & Annuity Company
One Security Benefit Place
Topeka, KS 66636-1000 1,382,854 15.78%
Allstate Life Insurance Company
N. Plaza 2775 Sanders Rd.
Northbrook, IL 60062 848,873 9.68%
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,084,495 12.37%
GE Life and Annuity Assurance
Company
6610 W. Broad St
Bldg 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 628,621 7.17%
Horace Mann Life Insurance Co.
Separate Account
Horace Mann
Springfield, IL 62715-0001 1,207,167 13.77%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 531,836 6.07%
Transamerica Life Ins Co.
FMD Operational Accounting
4333 Edgewood Road NE
Cedar Rapids, IA 52499-0001 582,601 6.65%
C-4
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
--------------------------------------------------
ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 14,525,298 67.90%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy Mail Stop 4D-1
Houston, TX 77019-2115 1,718,026 8.03%
Union Security Insurance
Company
Separate Account
Attn: Bruce Fiedler
P.O. Box 64284
St. Paul, MN 55164-0284 4,050,255 18.93%
Class B Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 16,667,402 52.23%
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 13,771,724 43.15%
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,285,806 25.23%
Great West Life & Annuity
Insurance Company
FBO Schwab Annuities
Attn: Investment Div 2T2
8515 E. Orchard Rd
Englewood, CO 80111-5002 1,072,288 21.04%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------------------
The Prudential Insurance
Company of America
C/O Prubenefit Laureate
80 Livingston Ave Bldg ROS3
Roseland, NJ 07068-1753 2,421,951 47.53%
Class B Shares
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 513,179 40.24%
Guardian Ins & Annuity Co Inc
3900 Burgess Pl
Bethlehem, PA 18017-9097 213,958 16.78%
Guardian Ins & Annuity Co Inc
3900 Burgess Pl
Bethlehem, PA 18017-9097 468,814 36.76%
ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,360,670 75.93%
American International Life
Insurance Company of NY
Attn: Ed Bacon
2727A Allen Pkwy Mail Stop 4D-1
Houston, TX 77019-2116 109,774 6.13%
Principal Life Insurance Co.
Attn: Individual Accounting
711 High Street
Des Moines, IA 50392-0001 170,852 9.53%
Class B Shares
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 444,334 37.14%
C-5
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
-------------------------------------------------
GE Life and Annuity Assurance
Company
6610 W Broad St
Bldg 3, 5th Floor
Attn: Variable Accounting
Richmond, VA 23230-1702 509,556 45.59%
Horace Mann Life Insurance
Company
Separate Account
Horace Mann
Springfield, IL 62715-0001 97,805 8.18%
Sun Life Assurance Company of
Canada (US)
One Sunlife Executive Park
Wellesley Hills, MA 02481 90,936 7.60%
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE
PORTFOLIO
Class A Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 1,634,986 15.54%
AUL American Individual
Variable Annuity Unit Trust 1
One American SQ
P.O. Box 368
Indianapolis, IN 46206-0368 894,229 8.50%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 4,889,984 46.49%
Nationwide Life Insurance
Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029 622,697 5.92%
Class B Shares
Allstate Life Insurance Company
N. Plaza 2775 Sanders Rd.
Northbrook, IL 60062 1,691,258 7.48%
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
---------------------------------------------------
Hartford Life and Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 4,675,132 20.67%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 1,304,664 5.77%
Lincoln Life Variable Annuity
1300 S Clinton St
Fort Wayne, IN 46802-3506 8,888,376 39.30%
Nationwide Insurance Company
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus OH, 43218-2029 2,412,898 10.67%
ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO
Class A Shares
Merrill Lynch Life Insurance
Company of New York
MLNY - IVC Investors Series
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-0001 24,720 13.99%
Merrill Lynch Life Insurance
Company
ML - IVC Investors Series
4333 Edgewood Rd NE
Cedar Rapids, IA 52499-0001 148,022 83.79%
Class B Shares
American General Life Insurance
Company of Delaware
Attn: Ed Bacon
2727A Allen Pkwy # 4D1
Houston, TX 77019-2107 2,397,809 10.43%
SunAmerica Annuity and Life
Assurance Company
Attn: Variable Annuity
Accounting
21650 Oxnard St MSC 6-7
Woodland Hills, CA 91367-4901 1,154,294 5.02%
C-6
% OF
NAME AND ADDRESS OF AMOUNT OF CLASS
BENEFICIAL OWNER OWNERSHIP SHARES
----------------------------------------------------
Hartford Life and Annuity
Separate Account
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 12,133,467 52.77%
Hartford Life Separate Account 1A
Attn: UIT Operations
P.O. Box 2999
Hartford, CT 06104-2999 5,516,039 23.99%
C-7
AB-VAR-39654-0910
[GRAPHIC]
FORM OF PROXY FORM OF PROXY
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 2010
THIS PROXY 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)
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(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0451 1127454