<PAGE>
As filed with the Securities and Exchange
Commission on December 30, 1998
File Nos. 33-18647
811-5398
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 24
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
X Amendment No. 25
____________________________________________
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:(800)221-5672
_______________________________________________________________
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York l0105
(Name and address of agent for service)
Copies of communications to:
Thomas G. MacDonald
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
It is proposed that this filing will become effective
(check appropriate box)
___ Immediately upon filing pursuant to paragraph (b)
_X_ On January 11, 1999 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ On (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ On (date) pursuant to paragraph (a) of Rule 485
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404 (c))
N-1A Item No. Location in Prospectus
(Caption)
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Information
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of
Registrant Description of the
Portfolios
Item 5. Management of the Fund Management of the Fund;
General Information
Item 6. Capital Stock and Other
Securities General Information;
Dividends,
Distributions and Taxes
Item 7. Purchase of Securities Being
Offered Purchase and Redemption
of Shares; General
Information
Item 8. Redemption or Repurchase Purchase and Redemption
of Shares; General
Information
Item 9. Pending Legal Proceedings Not Applicable
Appendix A. Bond Ratings
PART B Location in Statement of
Additional Information
(Caption)
Item 10. Cover Page Cover Page
Item 11. Table of Contents. Cover Page
Item 12. General Information and History Management of the Fund;
General Information
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Item 13. Investment Objectives and Investment Policies and
Policies Restrictions
Item 14. Management of the Fund Management of the Fund
Item 15. Control Persons and Principal Management of the
Holders of Securities Fund; General
Information
Item 16. Investment Advisory and Other Management of the
Services Fund
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other
Securities General Information
Item 19. Purchase, Redemption and Pricing Purchase and Redemp-
of Securities Being Offered tion of Shares; Net
Asset Value
Item 20. Tax Status Dividends, Distribu-
tions and Taxes
Item 21. Underwriters General Information
Item 22. Calculation of Performance Data General Information
Item 23. Financial Statements Financial Statements;
Report of Independent
Auditors
<PAGE>
Part A: The Prospectus contained in the Registrant's Post-
Effective Amendment No. 22 filed with the Commission on April 29,
1998 pursuant to Rule 485(b) and the Prospectus contained in the
Registrant's Post-Effective Amendment No. 23 filed with the
Commission on November 4, 1998 pursuant to Rule 485(a) are
incorporated herein by reference.
<PAGE>
Part B: The Statement of Additional Information contained in the
Registrant's Post-Effective Amendment No. 22 filed with the
Commission on April 29, 1998 pursuant to Rule 485(b) and the
Statement of Additional Information contained in the Registrant's
Post-Effective Amendment No. 23 filed with the Commission on
November 4, 1998 pursuant to Rule 485(a) are incorporated herein
by reference.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS
Included in the Prospectus:
Financial Highlights
Included in the Statement of Additional Information for
each of the Premier Growth Portfolio, Global Bond
Portfolio, Growth and Income Portfolio, Short-Term
Multi-Market Portfolio, U.S. Government/High Grade
Securities Portfolio, Total Return Portfolio,
International Portfolio, Money Market Portfolio, Global
Dollar Government Portfolio, North American Government
Income Portfolio, Utility Income Portfolio, Growth
Portfolio, Worldwide Privatization Portfolio,
Conservative Investors Portfolio, Growth Investors
Portfolio, Technology Portfolio, Quasar Portfolio, Real
Estate Investment Portfolio and High-Yield Portfolio:
Portfolio of Investments - June 30, 1998
(unaudited)
Statement of Assets and Liabilities - June 30, 1998
(unaudited)
Statement of Operations - six months ended June 30,
1998 (unaudited)
Statement of Changes in Net Assets - six months
ended June 30, 1998 (unaudited)
Notes to Financial Statements - June 30, 1998
(unaudited)
Financial Highlights - six months ended June 30,
1998 (unaudited)
Included in the Statement of Additional Information for
the Premier Growth Portfolio, Global Bond Portfolio,
Growth and Income Portfolio, Short-Term Multi-Market
Portfolio, U.S. Government/High Grade Securities
Portfolio, Total Return Portfolio, International
Portfolio and the Money Market Portfolio:
Portfolio of Investments - December 31, 1997.
Statement of Assets and Liabilities - December 31, 1997.
Statement of Operations - year ended December 31, 1997.
Statement of Changes in Net Assets - years ended
December 31, 1997 and December 31, 1996.
Notes to Financial Statements - December 31, 1997.
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Financial Highlights - for the years ended December 31,
1997, December 31, 1996, December 31, 1995, December 31,
1994 and December 31, 1993.
Report of Independent Auditors.
Included in the Statement of Additional Information for
the Global Dollar Government Portfolio, North American
Government Income Portfolio, Utility Income Portfolio,
Growth Portfolio, Worldwide Privatization Portfolio,
Conservative Investors Portfolio and Growth Investors
Portfolio:
Portfolio of Investments - December 31, 1997.
Statement of Assets and Liabilities - December 31, 1997.
Statement of Operations - year ended December 31, 1997.
Statement of Changes in Net Assets - years ended
December 31, 1997 and December 31, 1996.
Notes to Financial Statements - December 31, 1997.
Financial Highlights - for the years ended December 31,
1997, December 31, 1996, December 31, 1995 and for the
period ended December 31, 1994.
Report of Independent Auditors.
Included in the Statement of Additional Information for
the Technology Portfolio and Quasar Portfolio:
Portfolio of Investments - December 31, 1997.
Statement of Assets and Liabilities - December 31, 1997.
Statement of Operations - year ended December 31, 1997.
Statement of Changes in Net Assets - year ended
December 31, 1997 and period ended December 31, 1996.
Notes to Financial Statements - December 31, 1997.
Financial Highlights - for the year ended December 31,
1997 and period ended December 31, 1996.
Report of Independent Auditors.
Included in the Statement of Additional Information for
the Real Estate Investment Portfolio and High-Yield
Portfolio:
Portfolio of Investments - December 31, 1997.
Statement of Assets and Liabilities - December 31, 1997.
Statement of Operations - period ended December 31,
1997.
Statement of Changes in Net Assets - period ended
December 31, 1997.
Notes to Financial Statements - December 31, 1997.
Financial Highlights - for the period ended December 31,
1997.
Report of Independent Auditors.
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All other schedules are either omitted because they are
not required under the related instructions, they are
inapplicable or the required information is presented in
the financial statements or notes which are included in
the Statement of Additional Information of the
Registration Statement.
(b) EXHIBITS:
(1)(a) Articles of Incorporation of the Registrant -
Incorporated by reference to Exhibit (1)(a) to
Post-Effective Amendment No. 22 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-
18647 and 811-5398) filed with the Securities and
Exchange Commission on April 29, 1998.
(b) Articles Supplementary to the Articles of
Incorporation of the Registrant dated September 26
1990 and filed September 28, 1990 - Incorporated by
reference to Exhibit (1)(b) to Post-Effective
Amendment No. 22 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on April 29, 1998.
(c) Articles Supplementary to the Articles of
Incorporation of the Registrant dated June 25 1991
and filed June 26, 1991 - Incorporated by reference
to Exhibit (1)(c) to Post-Effective Amendment
No. 22 of Registrant's Registration Statement on
Form N-1A (File Nos. 33-18647 and 811-5398) filed
with the Securities and Exchange Commission on
April 29, 1998.
(d) Articles Supplementary to the Articles of
Incorporation of the Registrant dated February 16
1994 and filed February 22, 1994 - Incorporated by
reference to Exhibit (1)(d) to Post-Effective
Amendment No. 22 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on April 29, 1998.
(e) Articles Supplementary to the Articles of
Incorporation of the Registrant dated August 23
1994 and filed August 24, 1994 - Incorporated by
reference to Exhibit 1(d) to Post-Effective
Amendment No. 13 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) with the Securities and Exchange Commission
filed on May 1, 1995.
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(f) Articles of Amendment to the Articles of
Incorporation of the Registrant dated October 21,
1994 and filed November 7, 1994 - Incorporated by
reference to Exhibit 1(e) to Post-Effective
Amendment No. 13 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on May 1, 1995.
(g) Articles Supplementary to the Articles of
Incorporation dated December 26, 1995 and filed
December 28, 1995 - Incorporated by reference to
Exhibit 1(f) to Post-Effective Amendment No. 15 of
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Securities and Exchange Commission on April 30,
1996.
(h) Articles Supplementary to the Articles of
Incorporation dated March 29, 1996 and filed April
12, 1996 - Incorporated by reference to Exhibit
1(g) to Post-Effective Amendment No. 15 of
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Securities and Exchange Commission on April 30,
1996.
(i) Articles Supplementary to the Articles of
Incorporation dated July 18, 1996 and filed July
19, 1996 - Incorporated by reference to Exhibit
1(h) to Post-Effective Amendment No. 17 of
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Securities and Exchange Commission on July 22,
1996.
(j) Articles Supplementary to the Articles of
Incorporation dated December 26, 1996 and filed
December 30, 1996 - Incorporated by reference to
Exhibit 1(i) to Post-Effective Amendment No. 20 of
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Securities and Exchange Commission on February 18,
1997.
(2) By-Laws of the Registrant - Incorporated by
reference to Exhibit (2) to Post-Effective
Amendment No. 22 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on April 29, 1998.
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(3) Not applicable.
(4) Not applicable.
(5)(a) Registrant and Alliance Capital Management L.P.
amended as of May 1, 1997 - Incorporated by
reference to Exhibit (5)(a) to Post-Effective
Amendment No. 21 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on May 1, 1997.
(b) Sub-Advisory Agreement between Alliance Capital
Management L.P. and Law, Dempsey & Company Limited,
relating to the Global Bond Portfolio -
Incorporated by reference to Exhibit (5)(b) to
Post-Effective Amendment No. 22 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-
18647 and 811-5398) filed with the Securities and
Exchange Commission on April 29, 1998.
(6)(a) Distribution Services Agreement between the
Registrant and Alliance Fund Distributors, Inc. -
Incorporated by reference to Exhibit (6) to Post-
Effective Amendment No. 22 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-
18647 and 811-5398) filed with the Securities and
Exchange Commission on April 29, 1998.
(b) Form of Class B Distribution Services Agreement
between the Registrant and Alliance Fund
Distributors, Inc. - To be filed by subsequent
post-effective amendment.
(7) Not applicable.
(8)(a) Custodian Contract between the Registrant and State
Street Bank and Trust Company - Incorporated by
reference to Exhibit (8)(a) to Post-Effective
Amendment No. 21 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on May 1, 1997.
(b) Amendment to Custodian Agreement dated June 4, 1996
- Incorporated by reference to Exhibit (8)(b) to
Post-Effective Amendment No. 21 of Registrant's
Registration Statement on Form N-1A (File Nos. 33-
18647 and 811-5398) filed with the Securities and
Exchange Commission on May 1, 1997.
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(9) Transfer Agency Agreement between the Registrant
and Alliance Fund Services, Inc. - Incorporated by
reference to Exhibit (9) to Post-Effective
Amendment No. 22 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on April 29, 1998.
(10) Not applicable.
(11) Consent of Independent Auditors - Incorporated by
reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Commission on November 4, 1998.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Rule 12b-1 Distribution Plan - To be filed by
subsequent post-effective amendment.
(16) Not Applicable.
(17) Financial Data Schedules - Incorporated by
reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) filed with the
Commission on November 4, 1998.
(18) Rule 18f-3 Plan - To be filed by subsequent post-
effective amendment.
OTHER EXHIBITS:
Powers of Attorney of Ms. Block and Messrs. Carifa,
Dievler, Dobkin, Foulk, Hester, Michel and
Robinson. - Incorporated by reference to Post-
Effective Amendment No. 23 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-
18647 and 811-5398) filed with the Commission on
November 4, 1998.
ITEM 25. Persons Controlled by or under Common Control with
Registrant.
None.
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ITEM 26. Number of Holders of Securities.
Not Applicable.
ITEM 27. Indemnification.
It is the Registrants policy to indemnify its
directors and officers, employees and other agents
to the maximum extent permitted by Section 2-418 of
the General Corporation Law of the State of
Maryland and as set forth in Article EIGHTH of
Registrant's Articles of Incorporation, filed as
Exhibit 1, Article VII of the Registrants By-Laws
filed as Exhibit 2 and Section 9 of the
Distribution Services Agreement filed as
Exhibit 6(a) and Class B Distribution Services
Agreement filed as Exhibit 6(b). The Adviser's
liability for any loss suffered by the Registrant
or its shareholders is set forth in Section 4 of
the Advisory Agreement filed as Exhibit 5(a) in
response to Item 24.
Section 2-418 of the Maryland General Corporation Law
reads as follows:
2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS.--(a) In this section the
following words have the meaning indicated.
(1) Directors means any person who is or was
a director of a corporation and any person who,
while a director of a corporation, is or was
serving at the request of the corporation as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(2) Corporation includes any domestic or
foreign predecessor entity of a corporation in a
merger, consolidation, or other transaction in
which the predecessors existence ceased upon
consummation of the transaction.
(3) Expenses include attorneys fees.
(4) Official capacity means the following:
(i) When used with respect to a
director, the office of director in the
corporation; and
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(ii) When used with respect to a person
other than a director as contemplated in
subsection (i), the elective or appointive office
in the corporation held by the officer, or the
employment or agency relationship undertaken by the
employee or agent in behalf of the corporation.
(iii) Official capacity does not include
service for any other foreign or domestic
corporation or any partnership, joint venture,
trust, other enterprise, or employee benefit plan.
(5) Party includes a person who was, is, or
is threatened to be made a named defendant or
respondent in a proceeding.
(6) Proceeding means any threatened, pending
or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any
director made a party to any proceeding by reason
of service in that capacity unless it is
established that:
(i) The act or omission of the director
was material to the matter giving rise to the
proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and
deliberate dishonesty; or
(ii) The director actually received an
improper personal benefit in money, property, or
services; or
(iii) In the case of any criminal
proceeding, the director had reasonable cause to
believe that the act or omission was unlawful.
(2) (i) Indemnification may be against
judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the
director in connection with the proceeding.
(ii) However, if the proceeding was one
by or in the right of the corporation,
indemnification may not be made in respect of any
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proceeding in which the director shall have been
adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by
judgment, order or settlement does not create a
presumption that the director did not meet the
requisite standard of conduct set forth in this
subsection.
(ii) The termination of any proceeding by
conviction, or a plea of nolo contendere or its
equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption
that the director did not meet that standard of
conduct.
(c) A director may not be indemnified
under subsection (b) of this section in respect of
any proceeding charging improper personal benefit
to the director, whether or not involving action in
the directors official capacity, in which the
director was adjudged to be liable on the basis
that personal benefit was improperly received.
(d) Unless limited by the charter:
(1) A director who has been
successful, on the merits or otherwise, in the
defense of any proceeding referred to in subsection
(b) of this section shall be indemnified against
reasonable expenses incurred by the director in
connection with the proceeding.
(2) A court of appropriate
jurisdiction upon application of a director and
such notice as the court shall require, may order
indemnification in the following circumstances:
(i) If it determines a director is
entitled to reimbursement under paragraph (1) of
this subsection, the court shall order
indemnification, in which case the director shall
be entitled to recover the expenses of securing
such reimbursement; or
(ii) If it determines that the director
is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not the director has met
the standards of conduct set forth in subsection
(b) of this section or has been adjudged liable
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under the circumstances described in subsection (c)
of this section, the court may order such
indemnification as the court shall deem proper.
However, indemnification with respect to any
proceeding by or in the right of the corporation or
in which liability shall have been adjudged in the
circumstances described in subsection (c) shall be
limited to expenses.
(3) A court of appropriate jurisdiction
may be the same court in which the proceeding
involving the directors liability took place.
(e) (1) Indemnification under subsection (b)
of this section may not be made by the corporation
unless authorized for a specific proceeding after a
determination has been made that indemnification of
the director is permissible in the circumstances
because the director has met the standard of
conduct set forth in subsection (b) of this
section.
(2) Such determination shall be made:
(i) By the board of directors by a majority
vote of a quorum consisting of directors not, at
the time, parties to the proceeding, or, if such a
quorum cannot be obtained, then by a majority vote
of a committee of the board consisting solely of
two or more directors not, at the time, parties to
such proceeding and who were duly designated to act
in the matter by a majority vote of the full board
in which the designated directors who are parties
may participate;
(ii) By special legal counsel selected by the
board or a committee of the board by vote as set
forth in subparagraph (i) of this paragraph, or, if
the requisite quorum of the full board cannot be
obtained therefor and the committee cannot be
established, by a majority vote of the full board
in which directors who are parties may participate;
or
(iii) By the stockholders.
(3) Authorization of indemnification and
determination as to reasonableness of expenses
shall be made in the same manner as the
determination that indemnification is permissible.
However, if the determination that indemnification
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is permissible is made by special legal counsel,
authorization of indemnification and determination
as to reasonableness of expenses shall be made in
the manner specified in subparagraph (ii) of
paragraph (2) of this subsection for selection of
such counsel.
(4) Shares held by directors who are parties
to the proceeding may not be voted on the subject
matter under this subsection.
(f) (1) Reasonable expenses incurred by a
director who is a party to a proceeding may be paid
or reimbursed by the corporation in advance of the
final disposition of the proceeding, upon receipt
by the corporation of:
(i) A written affirmation by the
director of the directors good faith belief that
the standard of conduct necessary for
indemnification by the corporation as authorized in
this section has been met; and
(ii) A written undertaking by or on
behalf of the director to repay the amount if it
shall ultimately be determined that the standard of
conduct has not been met.
(2) The undertaking required by
subparagraph (ii) of paragraph (1) of this
subsection shall be an unlimited general obligation
of the director but need not be secured and may be
accepted without reference to financial ability to
make the repayment.
(3) Payments under this subsection shall
be made as provided by the charter, bylaws, or
contract or as specified in subsection (e) of this
section.
(g) The indemnification and advancement of
expenses provided or authorized by this section may
not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director
may be entitled under the charter, the bylaws, a
resolution of stockholders or directors, an
agreement or otherwise, both as to action in an
official capacity and as to action in another
capacity while holding such office.
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(h) This section does not limit the
corporations power to pay or reimburse expenses
incurred by a director in connection with an
appearance as a witness in a proceeding at a time
when the director has not been made a named
defendant or respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to
have requested a director to serve an employee
benefit plan where the performance of the directors
duties to the corporation also imposes duties on,
or otherwise involves services by, the director to
the plan or participants or beneficiaries of the
plan:
(2) Excise taxes assessed on a director
with respect to an employee benefit plan pursuant
to applicable law shall be deemed fines; and
(3) Action taken or omitted by the
director with respect to an employee benefit plan
in the performance of the directors duties for a
purpose reasonably believed by the director to be
in the interest of the participants and
beneficiaries of the plan shall be deemed to be for
a purpose which is not opposed to the best
interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall
be indemnified as and to the extent provided in
subsection (d) of this section for a director and
shall be entitled, to the same extent as a
director, to seek indemnification pursuant to the
provisions of subsection (d);
(2) A corporation may indemnify and
advance expenses to an officer, employee, or agent
of the corporation to the same extent that it may
indemnify directors under this section; and
(3) A corporation, in addition, may
indemnify and advance expenses to an officer,
employee, or agent who is not a director to such
further extent, consistent with law, as may be
provided by its charter, bylaws, general or
specific action of its board of directors or
contract.
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(k) (1) A corporation may purchase and
maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of
the corporation, or who, while a director, officer,
employee, or agent of the corporation, is or was
serving at the request, of the corporation as a
director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation,
partnership, joint venture, trust, other
enterprise, or employee benefit plan against any
liability asserted against and incurred by such
person in any such capacity or arising out of such
persons position, whether or not the corporation
would have the power to indemnify against liability
under the provisions of this section.
(2) A corporation may provide similar
protection, including a trust fund, letter of
credit, or surety bond, not inconsistent with this
section.
(3) The insurance or similar protection
may be provided by a subsidiary or an affiliate of
the corporation.
(l) Any indemnification of, or advance of
expenses to, a director in accordance with this
section, if arising out of a proceeding by or in
the right of the corporation, shall be reported in
writing to the stockholders with the notice of the
next stockholders meeting or prior to the meeting.
Article EIGHTH of the Registrants Articles of
Incorporation reads as follows:
EIGHTH: To the maximum permitted by the General
Corporation Law of the State of Maryland as from time to
time amended, the Corporation shall indemnify its
currently acting and its former directors and officers
and those persons who, at the request of the
Corporation, serve or have served another Corporation,
partnership, joint venture, trust or other enterprise in
one or more of such Corporations.
The Advisory Agreement between the Registrant and
Alliance Capital Management L.P. provides that Alliance
Capital Management L.P. will not be liable under such
agreements for any mistake of judgment or in any event
whatsoever except for lack of good faith and that
nothing therein shall be deemed to protect, or purport
to protect, Alliance Capital Management L.P. against any
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liability to Registrant or its security holders to which
it would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the
performance of its duties thereunder, or by reason of
reckless disregard of its obligations or duties
thereunder.
The Distribution Services Agreement between the
Registrant and Alliance Fund Distributors, Inc. provides
that the Registrant will indemnify, defend and hold
Alliance Fund Distributors, Inc., and any person who
controls it within the meaning of Section 15 of the
Investment Company Act of 1940, free and harmless from
and against any and all claims, demands, liabilities and
expenses which Alliance Fund Distributors, Inc. or any
controlling person may incur arising out of or based
upon any alleged untrue statement of a material fact
contained in Registrants Registration Statement or
Prospectus or Statement of Additional Information or
arising out of, or based upon any alleged omission to
state a material fact required to be stated in either
thereof or necessary to make the statements in any
thereof not misleading, provided that nothing therein
shall be so construed as to protect Alliance Fund
Distributors against any liability to Registrant or its
security holders to which it would otherwise be subject
by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or be
reason of reckless disregard of its obligations or
duties thereunder. The foregoing summaries are
qualified by the entire text of Registrants Articles of
Incorporation, the Advisory Agreement between the
Registrant and Alliance Capital Management L.P. and the
Distribution Services Agreement between the Registrant
and Alliance Fund Distributors, Inc.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the Securities
Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has
been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
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being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
In accordance with Release No. IC-11330 (September 2,
1980), the Registrant will indemnify its directors,
officers, investment manager and principal underwriters
only if (1) a final decision on the merits was issued by
the court or other body before whom the proceeding was
brought that the person to be indemnified (the
indemnitee) was not liable by reason or willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office (disabling conduct) or (2) a reasonable
determination is made, based upon a review of the facts,
that the indemnitee was not liable by reason of
disabling conduct, by (a) the vote of a majority of a
quorum of the directors who are neither interested
persons of the Registrant as defined in section 2(a)(19)
of the Investment Company Act of 1940 nor parties to the
proceeding (disinterested, non-party directors), or
(b) an independent legal counsel in a written opinion.
The Registrant will advance attorneys fees or other
expenses incurred by its directors, officers, investment
adviser or principal underwriters in defending a
proceeding, upon the undertaking by or on behalf of the
indemnitee to repay the advance unless it is ultimately
determined that he is entitled to indemnification and,
as a condition to the advance, (1) the indemnitee shall
provide a security for his undertaking, (2) the
Registrant shall be insured against losses arising by
reason of any lawful advances, or (3) a majority of a
quorum of disinterested, non-party directors of the
Registrant, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
indemnitee ultimately will be found entitled to
indemnification.
ARTICLE VII, Section 1 through Section 6 of the
Registrants By-laws reads as follows:
Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify its directors to the
fullest extent that indemnification of directors is
permitted by the Maryland General Corporation Law. The
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Corporation shall indemnify its officers to the same
extent as its directors and to such further extent as is
consistent with law. The Corporation shall indemnify
its directors and officers who while serving as
directors or officers also serve at the request of the
Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or
employee benefit plan to the fullest extent consistent
with law. The indemnification and other rights provided
by this Article shall continue as to a person who has
ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators
of such a person. This Article shall not protect any
such person against any liability to the Corporation or
any stockholder thereof to which such person would
otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office (disabling
conduct).
Section 2. ADVANCES. Any current or former director or
officer of the Corporation seeking indemnification
within the scope of this Article shall be entitled to
advances from the Corporation for payment of the
reasonable expenses incurred by him in connection with
the matter as to which he is seeking indemnification in
the manner and to the fullest extent permissible under
the Maryland General Corporation Law. The person
seeking indemnification shall provide to the Corporation
a written affirmation of his good faith belief that the
standard of conduct necessary for indemnification by the
Corporation has been met and a written undertaking to
repay any such advance if it should ultimately be
determined that the standard of conduct has not been
met. In addition, at least one of the following
additional conditions shall be met: (a) the person
seeking indemnification shall provide a security in form
and amount acceptable to the Corporation for his
undertaking; (b) the Corporation is insured against
losses arising by reason of the advance; or (c) a
majority of a quorum of directors of the Corporation who
are neither interested persons as defined in Section
2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding (disinterested
non-party directors), or independent legal counsel, in a
written opinion, shall have determined, based on a
review of facts readily available to the Corporation at
the time the advance is proposed to be made, that there
is reason to believe that the person seeking
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indemnification will ultimately be found to be entitled
to indemnification.
Section 3. PROCEDURE. At the request of any person
claiming indemnification under this Article, the Board
of Directors shall determine, or cause to be determined,
in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this
Article have been met. Indemnification shall be made
only following: (a) a final decision on the merits by a
court or other body before whom the proceeding was
brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of
such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified
was not liable by reason of disabling conduct by (i) the
vote of a majority of a quorum of disinterested non-
party directors or (ii) an independent legal counsel in
a written opinion.
Section 4. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees and agents who are not officers or directors
of the Corporation may be indemnified, and reasonable
expenses may be advanced to such employees or agents, as
may be provided by action of the Board of Directors or
by contract, subject to any limitations imposed by the
Investment Company Act of 1940.
Section 5. OTHER RIGHTS. The Board of Directors may
make further provision consistent with law for
indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement
or otherwise. The indemnification provided by this
Article shall not be deemed exclusive of any other
right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled
under any insurance or other agreement or resolution of
stockholders or disinterested directors or otherwise.
The rights provided to any person by this Article shall
be enforceable against the Corporation by such person
who shall be presumed to have relied upon it in serving
or continuing to serve as a director, officer, employee,
or agent as provided above.
Section 6. AMENDMENTS. References in this Article are
to the Maryland General Corporation Law and to the
Investment Company Act of 1940 as from time to time
amended. No amendment of these By-laws shall effect any
right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
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The Registrant participates in a joint directors and
officers liability insurance policy issued by the ICI
Mutual Insurance Company. Coverage under this policy
has been extended to directors, trustees and officers of
the investment companies managed by Alliance Capital
Management L.P. Under this policy, outside trustees and
directors are covered up to the limits specified for any
claim against them for acts committed in their
capacities as trustee or director. A pro rata share of
the premium for this coverage is charged to each
investment company and to the Adviser.
ITEM 28. Business and Other Connections of Adviser.
The descriptions of Alliance Capital Management L.P.
under the caption Management of the Fund in the
Prospectus and in the Statement of Additional
Information constituting Parts A and B, respectively, of
this Registration Statement are incorporated by
reference herein.
The information as to the directors and executive
officers of Alliance Capital Management Corporation, the
general partner of Alliance Capital Management L.P., set
forth in Alliance Capital Management L.P.s Form ADV
filed with the Securities and Exchange Commission on
April 21, 1988 (File No. 801-32361) and amended through
the date hereof, is incorporated by reference herein.
ITEM 29. Principal Underwriters.
(a) Alliance Fund Distributors, Inc., the Registrant's
Principal Underwriter in connection with the sale of
shares of the Registrant. Alliance Fund Distributors,
Inc. also acts as Principal Underwriter or Distributor
for the following investment companies:
AFD Exchange Reserves
Alliance All-Asia Investment Fund, Inc.
Alliance Balanced Shares, Inc.
Alliance Bond Fund, Inc.
Alliance Capital Reserves
Alliance Global Dollar Government Fund, Inc.
Alliance Global Environment Fund, Inc.
Alliance Global Small Cap Fund, Inc.
Alliance Global Strategic Income Trust, Inc.
Alliance Government Reserves
Alliance Greater China '97 Fund, Inc.
Alliance Growth and Income Fund, Inc.
Alliance High Yield Fund, Inc.
Alliance Institutional Funds, Inc.
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Alliance Institutional Reserves, Inc.
Alliance International Fund
Alliance International Premier Growth Fund, Inc.
Alliance Limited Maturity Government Fund, Inc.
Alliance Money Market Fund
Alliance Mortgage Securities Income Fund, Inc.
Alliance Multi-Market Strategy Trust, Inc.
Alliance Municipal Income Fund, Inc.
Alliance Municipal Income Fund II
Alliance Municipal Trust
Alliance New Europe Fund, Inc.
Alliance North American Government Income Trust, Inc.
Alliance Premier Growth Fund, Inc.
Alliance Quasar Fund, Inc.
Alliance Real Estate Investment Fund, Inc.
Alliance Select Investor Series, Inc.
Alliance Technology Fund, Inc.
Alliance Utility Income Fund, Inc.
Alliance Worldwide Privatization Fund, Inc.
The Alliance Fund, Inc.
The Alliance Portfolios
(b) The following are the Directors and officers of Alliance
Fund Distributors, Inc., the principal place of business
of which is 1345 Avenue of the Americas, New York, New
York, 10105.
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME UNDERWRITER REGISTRANT
Michael J. Laughlin Director and Chairman
John D. Carifa Director
Robert L. Errico Director and President
Geoffrey L. Hyde Director and Senior
Vice President
Dave H. Williams Director
David Conine Executive Vice
President
Richard K. Saccullo Executive Vice
President
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<PAGE>
Edmund P. Bergan, Jr. Senior Vice President, Secretary
General Counsel and
Secretary
Richard A. Davies Senior Vice President
and Managing Director
Robert H. Joseph, Jr. Senior Vice President
and Chief Financial
officer
Anne S. Drennan Senior Vice President
and Treasurer
Karen J. Bullot Senior Vice President
James S. Comforti Senior Vice President
James L. Cronin Senior Vice President
Daniel J. Dart Senior Vice President
Byron M. Davis Senior Vice President
Mark J. Dunbar Senior Vice President
Donald N. Fritts Senior Vice President
Bradley F. Hanson Senior Vice President
Richard E. Khaleel Senior Vice President
Stephen R. Laut Senior Vice President
Susan L. Matteson-King Senior Vice President
Daniel D. McGinley Senior Vice President
Ryne A. Nishimi Senior Vice President
Antonios G. Poleondakis Senior Vice President
Robert E. Powers Senior Vice President
Raymond S. Sclafani Senior Vice President
Gregory K. Shannahan Senior Vice President
Joseph F. Sumanski Senior Vice President
Peter J. Szabo Senior Vice President
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<PAGE>
Nicholas K. Willett Senior Vice President
Richard A. Winge Senior Vice President
Gerard J. Friscia Vice President and
Controller
Jamie A. Atkinson Vice President
Benji A. Baer Vice President
Kenneth F. Barkoff Vice President
Casimir F. Bolanowski Vice President
Michael E. Brannan Vice President
Timothy W. Call Vice President
Kevin T. Cannon Vice President
John R. Carl Vice President
William W. Collins, Jr. Vice President
Leo H. Cook Vice President
Richard W. Dabney Vice President
Stephen J. Demetrovits Vice President
John F. Dolan Vice President
John C. Endahl Vice President
Sohaila S. Farsheed Vice President
Shawn C. Gage Vice President
Andrew L. Gangolf Vice President and Assistant
Assistant General Secretary
Counsel
Mark D. Gersten Vice President Treasurer and
Chief Financial
officer
John Grambone Vice President
George C. Grant Vice President
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<PAGE>
Charles M. Greenberg Vice President
Alan Halfenger Vice President
William B. Hanigan Vice President
Scott F. Heyer Vice President
George R. Hrabovsky Vice President
Valerie J. Hugo Vice President
Scott Hutton Vice President
Richard D. Keppler Vice President
Donna M. Lamback Vice President
Henry Michael Lesmeister Vice President
James M. Liptrot Vice President
James P. Luisi Vice President
Jerry W. Lynn Vice President
Christopher J. MacDonald Vice President
Michael F. Mahoney Vice President
Shawn P. McClain Vice President
Jeffrey P. Mellas Vice President
Thomas F. Monnerat Vice President
Christopher W. Moore Vice President
Timothy S. Mulloy Vice President
Joanna D. Murray Vice President
Nicole Nolan-Koester Vice President
John C. O'Connell vice President
John J. O'Connor Vice President
James J. Posch Vice President
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<PAGE>
Domenick Pugliese Vice President and Assistant
Assistant General Secretary
Counsel
Bruce W. Reitz Vice President
Karen C. Satterberg Vice President
John P. Schmidt Vice President
Robert C. Schultz Vice President
Richard J. Sidell Vice President
Teris A. Sinclair Vice President
Scott C. Sipple Vice President
Martine H. Stansbery, Jr. Vice President
Andrew D. Strauss Vice President
Michael J. Tobin Vice President
Joseph T. Tocyloski Vice President
Thomas J. Vaughn Vice President
Martha D. Volcker Vice President
Patrick E. Walsh Vice President
Mark E. Westmoreland Vice President
William C. White Vice President
David E. Willis Vice President
Emilie D. Wrapp Vice President and Assistant
Assistant General Secretary
Counsel
Patrick Look Assistant Vice
President & Assistant
Treasurer
Michael W. Alexander Assistant Vice
President
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<PAGE>
Richard J. Appaluccio Assistant Vice
President
Charles M. Barrett Assistant Vice
President
Robert F. Brendli Assistant Vice
President
Maria L. Carreras Assistant Vice
President
John P. Chase Assistant Vice
President
Russell R. Corby Assistant Vice
President
Jean A. Cronin Assistant Vice
President
John W. Cronin Assistant Vice
President
Terri J. Daly Assistant Vice
President
Ralph A. DiMeglio Assistant Vice
President
Faith C. Deutsch Assistant Vice
President
John E. English Assistant Vice
President
Duff C. Ferguson Assistant Vice
President
Theresa Iosca Assistant Vice
President
Erik A. Jorgensen Assistant Vice
President
Eric G. Kalender Assistant Vice
President
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<PAGE>
Edward W. Kelly Assistant Vice
President
Michael Laino Assistant Vice
President
Nicholas J. Lapi Assistant Vice
President
Kristine J. Luisi Assistant Vice
President
Kathryn Austin Masters Assistant Vice
President
Richard F. Meier Assistant Vice
President
Mary K. Moore Assistant Vice
President
Richard J. Olszewski Assistant Vice
President
Catherine N. Peterson Assistant Vice
President
Rizwan A. Raja Assistant Vice
President
Carol H. Rappa Assistant Vice
President
Clara Sierra Assistant Vice
President
Gayle S. Stamer Assistant Vice
President
Eileen Stauber Assistant Vice
President
Vincent T. Strangio Assistant Vice
President
Marie R. Vogel Assistant Vice
President
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<PAGE>
Wesley S. Williams Assistant Vice
President
Matthew Witschel Assistant Vice
President
Christopher J. Zingaro Assistant Vice
President
Mark R. Manley Assistant Secretary
(c) Not Applicable.
ITEM 30. Location of Accounts and Records.
The accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules thereunder are maintained as
follows: journals, ledgers, securities records and other
original records are maintained principally at the
offices of Alliance Fund Services, Inc., 500 Plaza
Drive, Secaucus, New Jersey 07094, and at the offices of
State Street Bank and Trust Company, the Registrants
Custodian, 225 Franklin Street, Boston, Massachusetts
02110. All other records so required to be maintained
are maintained at the offices of Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York,
New York 10105.
ITEM 31. Management Services.
Not Applicable.
ITEM 32. Undertakings.
(b) The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrants
latest annual report to shareholders upon request and
without charge.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York
and State of New York, on the 29th day of December, 1998.
ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC.
by /s/ John D. Carifa
_____________________
John D. Carifa
Chairman and President
Pursuant to the requirements of the Securities Act of
1933, as amended, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated:
SIGNATURE TITLE DATE
1. Principal Executive Officer
by /s/ John D. Carifa Chairman and December 29, 1998
____________________ President
John D. Carifa
2. Principal Financial and
Accounting Officer
by /s/ Mark D. Gersten Treasurer and December 29, 1998
_____________________ Chief Financial
Mark D. Gersten Officer
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3. All of the Directors
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Donald J. Robinson
by /s/ Edmund P. Bergan, Jr. December 29, 1998
____________________________
Edmund P. Bergan, Jr.
(Attorney-in-fact)
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INDEX TO EXHIBITS
EXHIBIT NO.
(11) Consent of Independent Auditors
C-29
00250292.BP8
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the
captions "Financial Highlights" and "General Information -
Independent Auditors" and to the use of our report dated
January 30, 1998 in this Registration Statement (Form N-1A
33-18647 and 811-5398) of Alliance Variable Products Series
Fund, Inc.
/s/ ERNST & YOUNG LLP
New York, New York
December 29, 1998
00250292.BQ0
