Exhibit 11(a)
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
Telephone: (212) 574-1200
Facsimile: 212) 480-8421
www.sewkis.com
July 27, 2001
Alliance Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We are counsel to Alliance Variable Products Series Fund, Inc., a
Maryland corporation (the "Company"). The opinion set forth below is being
rendered in connection with the Company's registration statement on Form N-14
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), to which this letter is to be included as an exhibit. The
Company is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company (File No. 811-5398). The
Registration Statement pertains to the proposed issuance by the Company of
Class A Common Stock and Class B Common Stock, par value $.001 per share,
("Shares") representing interests in the eight portfolios of the Company, the
names of which are set forth in the table below (each an "Alliance Variable
Fund Portfolio") pursuant to nine Agreements and Plans of Acquisition and
Termination, a form of which is included as Appendix A to the Prospectus/Proxy
Statement in Part A of the Registration Statement (each an "Agreement and
Plan"). When duly executed and delivered by the parties thereto, each
Agreement and Plan will provide for the transfer of the assets, subject to the
liabilities, of one of nine portfolios (each a "Brinson Portfolio") of Brinson
Series Trust, a Massachusetts business trust (the "Trust"), to an Alliance
Variable Fund Portfolio in a transaction separate and independent from the
eight other transactions to which the Registration Statement pertains, in
exchange for Shares of the corresponding Alliance Variable Fund Portfolio, as
indicated below:
Alliance Variable Fund
Portfolios Brinson Portfolios
---------------------- -----------------
U.S. Government/High Grade High Grade Fixed Income
Securities Portfolio Portfolio
Global Bond Portfolio Strategic Income Portfolio
Global Bond Portfolio Global Income Portfolio
High Yield Portfolio High Income Portfolio
Total Return Portfolio Balanced Portfolio
Growth and Income Portfolio Growth and Income Portfolio
Growth Portfolio Growth Portfolio
Quasar Portfolio Small Cap Portfolio
International Portfolio Global Equity Portfolio
We have examined the Charter and By-Laws of the Company and a copy of
the Registration Statement of which this opinion is to form a part. In
addition, we have further relied upon a certificate of an Assistant Secretary
of the Company certifying (i) that the form of Agreement and Plan presented to
us is in the form approved by the Board of Directors of the Company, (ii) the
resolutions of the Board of Directors of the Company relating to such approval
and authorizing the issuance of the Shares pursuant thereto and (iii) as to
such other matters as we have deemed necessary to render the opinion expressed
herein. We have also examined and relied upon such corporate records of the
Company and other documents and certificates with respect to factual matters as
we have deemed necessary to render the opinion expressed herein. We have
assumed, without independent verification, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion and so advise you
that the Shares of the Company proposed to be issued in accordance with the
terms of each Agreement and Plan, to the extent that the number of Shares of
the relevant class or classes of the Alliance Variable Fund Portfolio to be
issued by the Company and distributed to shareholders of the Brinson
Portfolios, does not exceed the number of authorized and unissued shares of
such class or classes of the Alliance Variable Fund Portfolio at the time of
their issuance, when so issued, will constitute validly issued shares, fully
paid and nonassessable, under the laws of the State of Maryland.
We do not express an opinion with respect to any laws other than the
laws of the State of Maryland applicable to the due authorization, valid
issuance and nonassessability of shares of common stock of corporations formed
pursuant to the provisions of the Maryland General Corporation Law.
Accordingly, our opinion does not extend to, among other laws, the federal
securities laws or the securities or "blue sky" laws of Maryland or any other
jurisdiction.
We hereby consent to the filing of this opinion letter with the
Commission as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act or the rules and
regulations of the Commission.
Please be advised that we are opining as set forth above as members
of the bar in the State of New York and the District of Columbia. As to the
matters of Maryland law underlying the foregoing opinion, we have relied on the
opinion of Venable, Baetjer & Howard, LLP, dated July 27, 2001, a copy of which
is to be included in the Registration Statement as an exhibit.
Very truly yours,
/s/ SEWARD & KISSEL LLP