<PAGE>
As filed with the Securities and Exchange
Commission on May 4, 1999
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. 28
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
X Amendment No. 29
____________________________________________
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 LLP
One Battery Park Plaza
New York, New York 10004
<PAGE>
It is proposed that this filing will become effective
(check appropriate box)
_X_ Immediately upon filing pursuant to paragraph (b)
___ On (date) 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
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE>
The purpose of this filing is to file certain exhibits to the
Registrant's Registration Statement on Form N-1A. The
Prospectuses and Statements of Additional Information for the
Registrant's Class A shares and the Class B shares and, with the
exception of the responses to Item 23 of Form N-1A, Part C of the
Registration Statement are incorporated herein by reference to
Post-Effective Amendment No. 27 to the Registration Statement
(File Nos. 33-18647 and 811-5398) filed with the Securities and
Exchange Commission on April 30, 1999.
<PAGE>
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS:
(a) (1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) Articles of Amendment to the Articles of
Incorporation of the Registrant dated October 21,
1994 and filed November 7, 1994 - Incorporated by
C-1
<PAGE>
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.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) Articles of Amendment to the Articles of
Incorporation of the Registrant dated January 6,
1999 and filed January 8, 1999 - Incorporated by
reference to Exhibit 1(k) to Post-Effective
Amendment No. 25 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on January 11, 1999.
C-2
<PAGE>
(12) Articles Supplementary to the Articles of
Incorporation of the Registrant dated January 6,
1999 and filed January 8, 1999 - Incorporated by
reference to Exhibit 1(l) to Post-Effective
Amendment No. 25 of Registrant's Registration
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on January 11, 1999.
(b) 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.
(c) Not applicable.
(d) (1) Investment Advisory Agreement between 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.
(2) 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.
(e) (1) 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.
(2) Class B Distribution Services Agreement between the
Registrant and Alliance Fund Distributors, Inc. -
Filed herewith.
(f) Not applicable.
(g) (1) Custodian Contract between the Registrant and State
Street Bank and Trust Company - Incorporated by
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<PAGE>
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.
(2) 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.
(h) 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.
(i) (1) Opinion of Seward & Kissel LLP - Incorporated by
reference to Exhibit (i)(1) to Post-Effective
Amendment No. 27 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, 1999.
(2) Opinion of Venable, Baetjer and Howard, LLP -
Incorporated by reference to Exhibit (i)(2) to
Post-Effective Amendment No. 27 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, 1999.
(j) Consent of Independent Auditors - Incorporated by
reference to Exhibit (j) to Post-Effective
Amendment No. 27 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, 1999.
(k) Not applicable.
(l) Not applicable.
(m) Class B Distribution Plan - Filed herewith.
(n) Financial Data Schedules - Incorporated by
reference to Exhibit (i)(1) to Post-Effective
Amendment No. 27 of Registrant's Registration
C-4
<PAGE>
Statement on Form N-1A (File Nos. 33-18647 and 811-
5398) filed with the Securities and Exchange
Commission on April 30, 1999.
(o) Rule 18f-3 Plan - Filed herewith.
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.
C-5
<PAGE>
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 4th day of May, 1999.
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 May 4, 1999
____________________ President
John D. Carifa
2. Principal Financial and
Accounting Officer
by /s/ Mark D. Gersten Treasurer and May 4, 1999
_____________________ Chief Financial
Mark D. Gersten Officer
C-6
<PAGE>
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. May 4, 1999
____________________________
Edmund P. Bergan, Jr.
(Attorney-in-fact)
C-7
<PAGE>
INDEX TO EXHIBITS
(e)(2) Class B Distribution Services Agreement
(m) Class B Distribution Plan
(o) Rule 18f-3 Plan
C-8
00250292.BV5
<PAGE>
Exhibit (e)(2)
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
CLASS B
DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made as of the 5th day of January, 1999
between ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC., a Maryland
corporation (the "Fund") and ALLIANCE FUND DISTRIBUTORS, INC., a
Delaware corporation (the "Underwriter").
WITNESSETH
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"),
as an open-end management investment company and it is in the
interest of the Fund to offer its shares for sale continuously to
the separate accounts ("Eligible Separate Accounts") of insurance
companies;
WHEREAS, variable insurance and annuity product
("Variable Products") net premiums, contributions and
considerations will be allocated to Eligible Separate Accounts
for investment in the Fund;
WHEREAS, the Underwriter is a securities firm engaged in
the business of selling shares of companies either directly to
purchasers or through other securities dealers;
WHEREAS, the Fund and the Underwriter wish to enter into
an agreement with each other with respect to the continuous
offering of the Fund's shares in order to promote the growth of
the Fund and facilitate the distribution of its shares;
WHEREAS, the Fund has adopted a distribution plan in
respect of its Class B shares pursuant to Rule 12b-1 under the
Investment Company Act of 1940 ("Investment Company Act");
WHEREAS, the Fund desires that the Underwriter undertake
marketing activities with respect to Class B shares of the Fund's
constituent Portfolios and to compensate the Underwriter for
services rendered and expenses borne (including payments made to
third parties) in connection therewith;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Policy on Conflicts; Appointment of the
Underwriter.
<PAGE>
(a) The Fund has ratified a Policy on Conflicts (the
"Policy"). This Agreement shall be subject to the provisions of
the Policy, the terms of which are incorporated herein by
reference, made a part hereof and controlling. The Policy may be
amended or superseded, without prior notice, and this Agreement
shall be deemed amended to the extent the Policy is amended or
superseded. The Underwriter represents and warrants that it will
act in a manner consistent with such Policy as set forth and as
it may be amended or superseded, so long as it is a principal
underwriter of the Class B shares of the Fund. This provision
shall survive the termination of this Agreement.
(b) The Fund hereby appoints the Underwriter as the
principal underwriter and distributor of the Fund to sell Class B
shares of common stock of the Fund (sometimes herein referred to
as "shares") to the separate accounts of insurance companies and
hereby agrees during the term of this Agreement to sell shares of
the Fund to the Underwriter upon the terms and conditions herein
set forth.
SECTION 2. Exclusive Nature of Duties. The
Underwriter shall be the exclusive representative of the Fund to
act as principal underwriter and distributor except that the
rights given under this Agreement to the Underwriter shall not
apply to shares issued in connection with (a) the merger or
consolidation of any other investment company with the Fund, (b)
the Fund's acquisition by purchase or otherwise of all or
substantially all of the assets or stock of any other investment
company or (c) the reinvestment in shares by the Fund's
shareholders of dividends or other distributions.
SECTION 3. Purchase of Class B Shares from the Fund.
(a) The Fund will commence a continuous offering of its
Class B shares and, thereafter, the Underwriter shall have the
right to buy from the Fund the shares needed to fill
unconditional orders for shares of the Fund placed with the
Underwriter by the separate accounts of insurance companies. The
price which the Underwriter shall pay for the shares so purchased
from the Fund shall be the net asset value, determined as set
forth in Section 3(d) hereof, used in determining the public
offering price on which such orders are based.
(b) The shares are to be resold by the Underwriter to
the separate accounts of insurance companies at a public offering
price, as set forth in Section 3(c) hereof.
(c) The public offering price(s) of the shares, i.e.,
the price per share at which the Underwriter or selected dealers
or agents may sell shares to the separate accounts of insurance
companies, shall be the public offering price determined in
2
<PAGE>
accordance with the current Class B Prospectus of the Fund (the
"Prospectus") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to such shares. All payments to the
Fund hereunder shall be made in the manner set forth in Section
3(f) hereof.
(d) The net asset value of shares of the Fund shall be
determined by the Fund, or any agent of the Fund, in accordance
with the method set forth in the Prospectus and Class B Statement
of Additional Information ("Statement of Additional Information")
and guidelines established by the Directors of the Fund.
(e) The Fund reserves the right to suspend the offering
of its shares at any time in the absolute discretion of its
Directors.
(f) The Fund, or any agent of the Fund designated in
writing to the Underwriter by the Fund, shall be promptly advised
by the Underwriter of all purchase orders for Class B shares
received by the Underwriter. Any order may be rejected by the
Fund; provided, however, that the Fund will not arbitrarily or
without reasonable cause refuse to accept or confirm orders for
the purchase of shares. The Fund (or its agent) will confirm
orders upon their receipt, will make appropriate book entries and
upon receipt by the Fund (or its agent) of payment thereof, will
deliver deposit receipts or stock certificates for such shares
pursuant to the instructions of the Underwriter. Payment shall
be made to the Fund in New York Clearing House funds. The
Underwriter agrees to cause such payment and such instructions to
be delivered promptly to the Fund (or its agent).
SECTION 4. Repurchase or Redemption of Class B
Shares by the Fund.
(a) Any of the outstanding Class B shares may be
tendered for redemption at any time, and the Fund agrees to
redeem or repurchase the shares so tendered in accordance with
its obligations as set forth in Section (3)(d) of ARTICLE FIFTH
of its Articles of Incorporation and in accordance with the
applicable provisions set forth in the Prospectus and Statement
of Additional Information. The price to be paid to redeem or
repurchase the shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(d)
hereof. All payments by the Fund hereunder shall be made in the
manner set forth below.
The Fund (or its agent) shall pay the total amount of
the redemption price as defined in the above paragraph pursuant
to the instructions of the Underwriter in New York Clearing House
funds on or before the seventh business day subsequent to its
having the notice of redemption in proper form.
3
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(b) Redemption of shares or payment may be suspended at
times when the New York Stock Exchange is closed, when trading on
said Exchange is restricted, when an emergency exists as a result
of which disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for
the Fund fairly to determine the value of its net assets, or
during any other period when the Securities and Exchange
Commission, by order, so permits.
SECTION 5. Duties of the Fund.
(a) The Fund shall furnish to the Underwriter copies of
all information, financial statements and other papers which the
Underwriter may reasonably request for use in connection with the
distribution of Class B shares of the Fund, and this shall
include one certified copy, upon request by the Underwriter, of
all financial statements prepared for the Fund by independent
public accountants. The Fund shall make available to the
Underwriter such number of copies of the Prospectus and Statement
of Additional Information as the Underwriter shall reasonably
request.
(b) The Fund shall take, from time to time, but subject
to the necessary approval of its shareholders, all necessary
action to fix the number of authorized shares and such steps as
may be necessary to register the same under the Securities Act,
to the end that there will be available for sale such number of
shares as the Underwriter reasonably may be expected to sell.
(c) The Fund shall use its best efforts to qualify and
maintain the qualification of an appropriate number of its shares
under the securities laws of such states as the Underwriter and
the Fund may approve. Any such qualifications may be withheld,
terminated or withdrawn by the Fund at any time in its
discretion. As provided in Section 8(b) hereof, the expense of
qualification and maintenance of qualification shall be borne by
the Fund. The Underwriter shall furnish such information and
other material relating to its affairs and activities as may be
required by the Fund in connection with such qualifications.
(d) As compensation for services rendered and expenses
borne in connection with the distribution of Class B shares, each
Portfolio shall pay the Underwriter a monthly fee (payable on or
before the fifth business day of the following month) at a rate
equal to .25% per annum of the average daily net assets of the
Portfolio attributable to Class B shares.
(e) The Fund will furnish, in reasonable quantities
upon request by the Underwriter, copies of annual and interim
reports of the Fund.
4
<PAGE>
SECTION 6. Duties of the Underwriter.
(a) The Underwriter shall devote reasonable time and
effort to effect sales of Class B shares of the Fund, but shall
not be obligated to sell any specific number of shares. The
services of the Underwriter to the Fund hereunder are not to be
deemed exclusive and nothing herein contained shall prevent the
Underwriter from entering into like arrangements with other
investment companies so long as the performance of its
obligations hereunder is not impaired thereby.
(b) In selling shares of the Fund, the Underwriter
shall use its best efforts in all respects duly to conform with
the requirements of all federal and state laws relating to the
sale of such securities. Neither the Underwriter nor any
selected dealer nor any other person is authorized by the Fund to
give any information or to make any representations, other than
those contained in the Fund's Registration Statement (the
"Registration Statement"), as amended from time to time, under
the Securities Act and the Investment Company Act or the Fund's
Prospectus and Statement of Additional Information as from time
to time in effect, or any sales literature specifically approved
in writing by the Fund.
(c) The Underwriter shall adopt and follow procedures,
as approved by the officers of the Fund, for the confirmation of
sales to separate accounts of insurance companies, the collection
of amounts payable by investors on such sales, and the
cancellation of unsettled transactions, as may be necessary to
comply with the requirements of the National Association of
Securities Dealers, Inc. (the "NASD"), as such requirements may
from time to time exist.
SECTION 7. Sales Agreements.
(a) The Underwriter is hereby authorized, from time to
time, to enter into separate written agreements ("Sales
Agreements" or, individually, a "Sales Agreement"), on terms and
conditions not inconsistent with this Agreement, with insurance
companies that have Eligible Separate Accounts and that agree to
participate in the distribution of the Fund's Class B shares,
directly or through affiliated broker dealers (collectively with
the insurance companies, the "Participating Insurance Companies),
by means of distribution of Variable Products and to use their
efforts to solicit applications for Variable Products. The
Underwriter may not enter into any Sales Agreement with any
Participating Insurance Company that is more favorable than that
maintained with any other Participating Insurance Company and
Eligible Separate Account, except that not all portfolios of the
Fund need be made available for investment by all Participating
Insurance Companies, Eligible Separate Accounts or Variable
5
<PAGE>
Products. Each Sales Agreement shall be entered into jointly
with the Participating Insurance Company and the Eligible
Separate Accounts.
(b) Such Participating Insurance Companies and their
agents or representatives soliciting applications for Variable
Products shall be duly and appropriately licensed, registered or
otherwise qualified for the sale of Variable Products under any
applicable insurance laws and any applicable securities laws of
one or more states or other jurisdictions in which Variable
Products may be lawfully sold. Each such Participating Insurance
Company shall, when required by law, be both registered as a
broker dealer under the Securities Exchange Act of 1934, as
amended, and a member of the NASD. Each such Participating
Insurance Company shall agree to comply with all laws and
regulations, whether federal or state, and whether relating to
insurance, securities or other general areas, including but not
limited to the record-keeping and sales supervision requirements
of such laws and regulations.
SECTION 8. Payment of Expenses.
(a) The Fund shall bear all costs and expenses of the
Fund, including fees and disbursements of its counsel and
auditors, in connection with the preparation and filing of its
Registration Statement and Prospectus and Statement of Additional
Information, and all amendments and supplements thereto, and
preparing and mailing annual and interim reports and proxy
materials to shareholders (including but not limited to the
expense of setting in type any such registration statements,
prospectuses, annual or interim reports or proxy materials).
(b) The Fund shall bear the cost of expenses of
qualification of Class B shares for sale, and, if necessary or
advisable in connection therewith, of qualifying the Fund (but
not the Underwriter) as an issuer or as a broker or dealer, in
such states of the United States or other jurisdictions as shall
be selected by the Fund and the Underwriter pursuant to Section
5(c) hereof and the cost and expenses payable to each such state
for continuing qualification therein until the Fund decides to
discontinue such qualification pursuant to Section 5(c) hereof.
SECTION 9. Indemnification.
(a) The Fund agrees to indemnify, defend and hold the
Underwriter, and any person who controls the Underwriter within
the meaning of Section 15 of the Securities Act, free and
harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Underwriter or
6
<PAGE>
any such controlling person may incur, under the Securities Act,
or under common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in the
Fund's Registration Statement or Prospectus or Statement of
Additional Information in effect from time to time under the
Securities Act 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, except insofar as such claims, demands liabilities or
expenses arise out of or are based upon either such untrue
statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with information
furnished in writing by the Underwriter to the Fund for use in
the Fund's Registration Statement, Prospectus or Statement of
Additional Information; provided, however, that in no event shall
anything herein contained be so construed as to protect the
Underwriter against any liability to the Fund or its security
holders to which the Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of the Underwriter's
reckless disregard of its obligations and duties under this
agreement. The Fund's agreement to indemnify the Underwriter and
any such controlling person as aforesaid is expressly conditioned
upon the Fund's being notified of the commencement of any action
brought against the Underwriter or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its principal office in New York, New York, and
sent to the Fund by the person against whom such action is
brought within ten days after the summons or other first legal
process shall have been served. The failure to so notify the
Fund of the commencement of any such action shall not relieve the
Fund from any liability which it may have to the person against
whom such action is brought by reason of any such alleged untrue
statement or omission otherwise than on account of the indemnity
agreement contained in this Section 9. The Fund will be entitled
to assume the defense of any suit brought to enforce any such
claim, and to retain counsel of good standing chosen by the Fund
and approved by the Underwriter. In the event the Fund does not
elect to assume the defense of any such suit and retain counsel
of good standing approved by the Underwriter, the defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund
does not elect to assume the defense of any such suit, or in case
the Underwriter does not approve of counsel chosen by the Fund,
the Fund will reimburse the Underwriter or the controlling person
or persons named as defendant or defendants in such suit, for the
fees and expenses of any counsel retained by the Underwriter or
such persons. The indemnification agreement contained in this
Section 9 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the
Underwriter or any controlling person and shall survive the sale
7
<PAGE>
of any of the Fund's shares made pursuant to subscriptions
obtained by the Underwriter. This agreement of indemnity will
inure exclusively to the benefit of the Underwriter, to the
benefit of its successors and assigns, and to the benefit of any
controlling persons and their successors and assigns. The Fund
agrees promptly to notify the Underwriter of the commencement of
any litigation or proceeding against the Fund in connection with
the issue and sale of any of its shares.
(b) The Underwriter agrees to indemnify, defend and
hold the Fund, its several officers and directors, and any person
who controls the Fund within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all
claims, demands, liabilities, and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which the
Fund, its officers or directors, or any such controlling person
may incur under the Securities Act or under common law or
otherwise, but only to the extent that such liability, or expense
incurred by the Fund, its officers and directors or such
controlling person resulting from such claims or demands shall
arise out of or be based upon any alleged untrue statement of a
material fact contained in information furnished in writing by
the Underwriter to the Fund for use in its Registration Statement
or Prospectus or Statement of Additional Information in effect
from time to time under the Securities Act, or shall arise out of
or be based upon any alleged omission to state a material fact in
connection with such information required to be stated in the
Registration Statement, Prospectus or Statement of Additional
Information or necessary to make such information not misleading.
The Underwriter's agreement to indemnify the Fund, its officers
and directors, and any such controlling person as aforesaid is
expressly conditioned upon the Underwriter being notified of the
commencement of any action brought against the Fund, its officers
or directors or any such controlling person, such notification to
be given by letter or telegram addressed to the Underwriter at
its principal office in New York, and sent to the Underwriter by
the person against whom such action is brought, within ten days
after the summons or other first legal process shall have been
served. The Underwriter shall have a right to control the
defense of such action, with counsel of its own choosing,
satisfactory to the Fund, if such action is based solely upon
such alleged misstatement or omission on its part, and in any
other event the Underwriter and the Fund, and their officers and
directors or such controlling person, shall each have the right
to participate in the defense or preparation of the defense of
any such action. The failure so to notify the Underwriter of the
commencement of any such action shall not relieve the Underwriter
from any liability which it may have to the Fund, to its officers
and directors, or to such controlling person by reason of any
such untrue statement or omission on the part of the Underwriter
8
<PAGE>
otherwise than on account of the indemnity agreement contained in
this Section 9.
SECTION 10. Notification by the Fund.
The Fund agrees to advise the Underwriter immediately:
(a) of any request by the Securities and Exchange
commission for amendments to the Fund's Registration Statement,
Prospectus or Statement of Additional Information or for
additional information,
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the
effectiveness of the Fund's Registration Statement, Prospectus or
Statement of Additional Information or the initiation of any
proceeding for that purpose,
(c) of the happening of any material event which makes
untrue any statement made in the Fund's Registration Statement,
Prospectus or Statement of Additional Information or which
requires the making of a change in any thereof in order to make
the statements therein not misleading, and
(d) of all actions of the Securities and Exchange
Commission with respect to any amendments to the Fund's
Registration Statement, Prospectus or Statement of Additional
Information which may from time to time be filed with the
Securities and Exchange Commission under the Securities Act.
SECTION 11. Term of Agreement.
(a) This agreement shall become effective on the date
hereof and shall remain in effect as to the Class B shares of
each Portfolio until December 31, 1999 and continue in effect
thereafter with respect to the Class B shares of a Portfolio only
so long as its continuance with respect to the Class B shares of
that Portfolio is specifically approved at least annually by the
Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities (as defined in the Investment
Company Act) represented by the Class B shares of such Portfolio,
and, in either case, by a majority of the Board of Directors of
the Fund who are not parties to this Agreement or interested
persons, as defined in the Investment Company Act, of any such
party; provided, however, that if the continuation of this
agreement is not approved as to a Portfolio, the Underwriter may
continue to render to such Portfolio the services described
herein in the manner and to the extent permitted by the
Investment Company Act and the rules and regulations thereunder.
This agreement may be terminated (i) by the Fund with respect to
any Portfolio at any time, without the payment of any penalty, by
9
<PAGE>
the vote of a majority of the outstanding voting securities (as
so defined) represented by the Class B shares of such Portfolio,
or by a vote of a majority of the Board of Directors of the Fund
on sixty days' written notice to the Underwriter; or (ii) by the
Underwriter with respect to any Portfolio on sixty days' written
notice to the Fund.
(b) This agreement may be amended at any time with the
approval of the Directors of the Fund, provided, however, that
any material amendments of the terms hereof will become effective
only upon approval as provided in the first sentence of Section
11(a) hereof.
SECTION 12. No Assignment. This agreement may not be
transferred, assigned, sold or in any manner hypothecated or
pledged by either party hereto and this agreement shall terminate
automatically in the event of any such transfer, assignment,
sale, hypothecation or pledge. The terms "transfer",
"assignment" and "sale" as used in this paragraph shall have the
meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
SECTION 13. Notices. Any notice required or
permitted to be given hereunder by either party to the other
shall be deemed sufficiently given if sent by registered mail,
postage prepaid, addressed by the party giving such notice to the
other party at the last address furnished by such other party to
the party giving notice, and unless and until changed pursuant to
the foregoing provisions hereof addressed to the Fund or the
Underwriter.
SECTION 14. Governing Law. The provisions of this
agreement shall be, to the extent applicable, construed and
interpreted in accordance with the laws of the State of New York.
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.
ALLIANCE VARIABLE PRODUCTS SERIES
FUND, INC.
By /s/ John D. Carifa
John D. Carifa
President
ALLIANCE FUND DISTRIBUTORS, INC.
By /s/ Robert L. Errico
Robert L. Errico
President
11
00250292.BQ2
<PAGE>
Exhibit (m)
ALLIANCE VARIABLE PRODUCTS SERIES
FUND, INC.
CLASS B
DISTRIBUTION PLAN
WHEREAS, the Board of Directors of Alliance Variable
Products Series Fund, Inc. (the "Fund") including the Independent
Directors, have concluded in the exercise of their reasonable
business judgment and in light of their fiduciary duties under
the Investment Company Act of 1940 and state law that there is a
reasonable likelihood that this Plan (the "Plan") will benefit
each of the Fund's constituent Portfolios (each a "Portfolio")
and the Class B shareholders thereof;
NOW THEREFORE, in consideration of the foregoing, the
Fund's Class B Plan is hereby adopted as follows:
Section 1. The Fund is authorized to pay a fee (the
"Distribution Fee") for services rendered and expenses borne in
connection with the distribution of the Class B shares of the
Fund, at an annual rate with respect to each Portfolio not to
exceed .50% of the average daily net assets attributable to the
Portfolio's Class B shares. Some or all of such fee may be paid
to the distributor of the Fund's Class B shares (the "Class B
Distributor") pursuant to a distribution services agreement.
Subject to such limit and subject to the provisions of Section 9
hereof, the Distribution Fee shall be as approved from time to
time by (a) the Directors of the Fund and (b) the Independent
Directors of the Fund and may be paid in respect of services
rendered and expenses borne in the past in connection with the
Portfolio's Class B shares as to which no Distribution Fee was
paid on account of such limitation. The Fund is not obligated to
pay any distribution expense in excess of the Distribution Fee
described in this Section 1. If at any time this Plan shall not
be in effect with respect to the Class B shares of all Portfolios
of the Fund, the Distribution Fee shall be computed on the basis
of the net assets of the Class B shares of those Portfolios for
which the Plan is in effect. The Distribution Fee payable with
respect to a particular Portfolio may not be used to subsidize
the sale of shares of any class or series other than the Class B
shares of that Portfolio. The Distribution Fee shall be accrued
daily and paid monthly or at such other intervals as the
Directors shall determine.
Section 2. Some or all of the Distribution Fee paid to
the Class B Distributor may be spent on any activities or
<PAGE>
expenses primarily intended to result in the sale of Class B
shares of the Fund, including, but not limited to the following:
(a) compensation to and expenses of employees of
the Class B Distributor, including overhead and
telephone expenses, who engage in the distribution of
Class B shares;
(b) printing and mailing of prospectuses,
statements of additional information and reports for
prospective purchasers of variable annuity or variable
life insurance contracts ("Variable Contracts")
investing indirectly in Class B shares;
(c) compensation to financial intermediaries and
broker-dealers to pay or reimburse them for their
services or expenses in connection with the distribution
of Variable Contracts;
(d) expenses relating to the development,
preparation, printing and mailing of Fund
advertisements, sales literature and other promotional
materials describing and/or relating to the Fund;
(e) expenses of holding seminars and sales
meetings designed to promote the distribution of Fund
Class B shares;
(f) expenses of obtaining information and
providing explanations to Variable Contract owners
regarding Fund investment objectives and policies and
other information about the Fund and its Portfolios,
including the performance of the Portfolios;
(g) expenses of training sales personnel regarding
the Fund;
(h) expenses of compensating sales personnel in
connection with the allocation of cash values and
premiums of the Variable Contracts to the Fund; and
(i) expenses of personal services and/or
maintenance of Variable Contract owner accounts with
respect to Fund Class B shares attributable to such
accounts.
Section 3. Alliance Capital Management L.P., the Fund's
investment adviser, may, with respect to the Class B shares of
any Portfolio, make payments from its own resources for the
purposes described in Section 2.
2
<PAGE>
Section 4. This Plan shall not take effect until it has
been approved by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section 12(b)
of the Investment Company Act of 1940 (the "Act") or the rules
and regulations thereunder) of both (a) the Directors of the
Fund, and (b) the Independent Directors of the Fund cast in
person at a meeting called for the purpose of voting on this
Plan.
Section 5. This Plan shall continue in effect for a
period of more than one year after it takes effect only so long
as such continuance is specifically approved at least annually in
the manner provided for approval of this Plan in Section 4.
Section 6. Any person authorized to direct the
disposition of monies paid or payable by the Class B shares of
any Portfolio pursuant to this Plan or any related agreement
shall provide to the Directors of the Fund, and the Directors
shall review, at least quarterly, a written report of the amounts
so expended and the purposes for which such expenditures were
made.
Section 7. This Plan may be terminated at any time with
respect to the Class B shares of any Portfolio by vote of a
majority of the Independent Directors, or by vote of a majority
of the outstanding voting securities representing the Class B
shares of that Portfolio.
Section 8. All agreements with any person relating to
implementation of this Plan with respect to the Class B shares of
any Portfolio shall be in writing, and any agreement related to
this Plan with respect to the Class B shares of any Portfolio
shall provide:
A. That such agreement shall continue in effect for a
period of more than one year after it takes effect only so long
as such continuance is specifically approved at least annually in
the manner provided for approval of this Plan in Section 4;
B. That such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority of the
Independent Directors or by vote of a majority of the outstanding
voting securities representing the Class B shares of such
Portfolio, on not more than 60 days'' written notice to any other
party to the agreement; and
C. That such agreement shall terminate automatically
in the event of its assignment.
Section 9. This Plan may not be amended to increase
materially the amount of distribution fees permitted to be paid
3
<PAGE>
by a Portfolio pursuant to Section 1 hereof without approval by a
vote of at least a majority of the outstanding voting securities
representing the Class B shares of that Portfolio, and all
material amendments to this Plan shall be approved in the manner
provided for approval of this Plan in Section 4.
Section 10. While this Plan is in effect, the selection
and nomination of the Directors who are not interested persons of
the Fund will be committed to the discretion of such
disinterested Directors.
Section 11. As used in this Plan, (a) the term
"Independent Directors" shall mean those Directors of the Fund
who are not interested persons of the Fund, and have no direct or
indirect financial interest in the operation of this Plan or any
agreements related to it, and (b) the terms "assignment",
"interested person" and "majority of the outstanding voting
securities" shall have the respective meanings specified in the
Act and the rules and regulations thereunder, subject to such
exemptions or interpretations as may be granted or issued by the
Securities and Exchange Commission.
Adopted as of January 5, 1999
4
00250292.BQ1
<PAGE>
Exhibit (o)
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
PLAN PURSUANT TO RULE 18f-3 UNDER THE
INVESTMENT COMPANY ACT OF 1940
EFFECTIVE JANUARY 5, 1999
This Plan (the "Plan") is adopted by Alliance Variable
Products Series Fund, Inc. (the "Fund") pursuant to Rule 18f-3
under the Investment Company Act of 1940, as amended (the "Act"),
and sets forth the general characteristics of, and the general
conditions under which the Fund may offer, multiple classes of
shares of its now existing and hereafter created portfolios.
This Plan is intended to allow the Fund to offer multiple classes
of shares to the full extent and in the manner permitted by Rule
18f-3 under the Act (the "Rule"), subject to the requirements and
conditions imposed by the Rule. This Plan may be revised or
amended from time to time as provided below.
CLASS DESIGNATIONS
Each of the Fund's constituent portfolios (each, a
"Portfolio") may from time to time issue one or more of the
following classes of shares: Class A shares (constituting the new
designation for all shares having the same characteristics as
shares issued prior to the date hereof) and Class B shares. Each
of the two classes of shares will represent interests in the same
portfolio of investments of the Portfolio and, except as
described herein, shall have the same rights and obligations as
each other class. Each class shall be subject to such investment
minimums and other conditions of eligibility as are set forth in
the Fund's prospectus or statement of additional information as
from time to time in effect (the "Prospectus").
CLASS CHARACTERISTICS
Class A shares are offered at a public offering price
that is equal to their net asset value ("NAV") without an initial
sales charge or a contingent deferred sales charge ("CDSC") and
without being subject to a Rule 12b-1 fee.
Class B shares are offered at their NAV, without an
initial sales charge or a CDSC, but may be subject to a Rule 12b-
1 fee, which may include a service fee, as described in the
Prospectus.
The Class A shares and Class B shares may subsequently
be offered pursuant to an initial sales charge and/or CDSC (each
<PAGE>
of which may be subject to reduction or waiver) as permitted by
the Act, and as described in the Prospectus.
ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
The following expenses shall be allocated, to the extent
practicable, on a class-by-class basis: (i) Rule 12b-1 fees
payable by the Fund to the distributor or principal underwriter
of the Fund's Class B shares (the "Class B Distributor")1 and
(ii) transfer agency costs attributable to Class A shares and
Class B shares. Subject to the approval of the Fund's Board of
Directors, including a majority of the independent Directors, the
following "Class Expenses" may, to the extent not required to be
borne by the Fund's investment adviser (the "Adviser") pursuant
to the Fund's Investment Advisory Agreement, be allocated on a
class-by-class basis: (a) printing and postage expenses related
to preparing and distributing materials such as shareholder
reports, prospectuses and proxy statements to current
shareholders of a specific class, (b) SEC registration fees
incurred with respect to a specific class, (c) blue sky and
foreign registration fees and expenses incurred with respect to a
specific class, (d) the expenses of administrative personnel and
services required to support shareholders of a specific class,
(e) litigation and other legal expenses relating to a specific
class of shares, (f) Directors' fees or expenses incurred as a
result of issues relating to a specific class of shares,
(g) accounting and consulting expenses relating to a specific
class of shares, (h) any fees imposed pursuant to a non-Rule 12b-
1 shareholder services plan that relate to a specific class of
shares, and (i) any additional expenses, not including advisory
or custodial fees or other expenses related to the management of
the Fund's assets, if these expenses are actually incurred in a
different amount with respect to a class or if these expenses
relate to services provided with respect to a class that are of a
different kind or to a different degree than with respect to one
or more other classes.
All expenses, other than Rule 12b-1 fees and transfer
agency costs, not now or hereafter designated as Class Expenses
("Portfolio Expenses") will be allocated to each class on the
basis of the net asset value of that class in relation to the net
asset value of the Portfolio.
However, notwithstanding the above, the Fund may
allocate all expenses other than Rule 12b-1 fees, transfer agency
_________________________
1As of the date of this Plan, only Class B shareholders have
a Rule 12b-1 plan.
2
<PAGE>
costs and Class Expenses based on the settled shares method, as
permitted by rule 18f-3(c)(1)(iii) under the Act.
WAIVERS AND REIMBURSEMENTS
The Adviser or Class B Distributor may choose to waive
or reimburse Rule 12b-1 fees, transfer agency fees or any Class
Expenses on a voluntary, temporary basis. Such waiver or
reimbursement may be applicable to some or all of the classes and
may be in different amounts for one or more classes.
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and
losses shall be allocated to each class on the basis of the net
asset value of that class in relation to the net asset value of
the Portfolio.
The Fund may allocate income and realized and unrealized
capital gains and losses to each share based on the settled
shares method, as permitted by Rule 18f-3(c)(1)(iii) under the
Act.
CONVERSION AND EXCHANGE
CONVERSION FEATURES
Neither Class A shares nor Class B shares shall convert
into the other. Subsequent classes of shares (each a "Converting
Class") may automatically convert into another class of shares
(the "Conversion Class"), subject to such terms as may be
approved by the Directors.
In the event of any material increase in payments
authorized under Rule 12b-1 plan (or, if presented to
shareholders, any material increase in payments authorized by a
non-Rule 12b-1 shareholder services plan) applicable to any
Conversion Class, existing Converting Class shares will stop
converting into the Conversion Class shares unless the Converting
Class shareholders, voting separately as a class, approve the
increase in such payments. Pending approval of such increase, or
if such increase is not approved, the Directors shall take such
action as is necessary to ensure that existing Converting Class
shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to
the Conversion Class shares as existed prior to the
implementation of the increase in payments, no later than such
shares were previously scheduled to convert to the Conversion
Class shares. If deemed advisable by the Directors to implement
the foregoing, such action may include the exchange of all
existing Converting Class shares for a new class of shares ("New
3
<PAGE>
Converting Class"), identical to existing Converting Class
shares, except that New Converting Class shares shall convert to
New Conversion Class shares. Converting Class shares sold after
the implementation of the fee increase may convert into
Conversion Class shares subject to the higher maximum payment,
provided that the material features of the Conversion Class plan
and the relationship of such plan to the Converting Class shares
are disclosed in an effective registration statement.
EXCHANGE FEATURES
Shares of each class generally will be permitted to be
exchanged only for shares of a class with similar characteristics
in another Portfolio; Class A shares may be exchanged for Class A
shares of another Portfolio; Class B shares may be exchanged for
Class B shares of another Portfolio. All exchange features
applicable to each class will be described in the Prospectus.
DIVIDENDS
Dividends paid by the Fund with respect to its Class A
and Class B shares, to the extent any dividends are paid, will be
calculated in the same manner, at the same time and will be in
the same amount, except that any Rule 12b-1 fee payments relating
to a class of shares will be borne exclusively by that class and
any incremental transfer agency costs or, if applicable, Class
Expenses relating to a class, shall be borne exclusively by that
class.
VOTING RIGHTS
Each share of each Portfolio entitles the shareholder of
record to one vote. Each class of shares of the Portfolio will
vote separately as a class with respect to any Rule 12b-1 plan
applicable to that class and on other matters for which class
voting is required under applicable law. Class B shareholders
will vote separately as a class to approve any material increase
in payments authorized under the Rule 12b-1 plan applicable to
Class B shares.
RESPONSIBILITIES OF THE DIRECTORS
On an ongoing basis, the Directors will monitor the Fund
and each Portfolio for the existence of any material conflicts
among the interests of the two classes of shares. The Directors
shall further monitor on an ongoing basis the use of waivers or
reimbursement by the Adviser or the Class B Distributor of
expenses to guard against cross-subsidization between classes.
The Directors, including a majority of the independent Directors,
shall take such action as is reasonably necessary to eliminate
any such conflict that may develop. If a conflict arises, the
4
<PAGE>
Adviser and the Class B Distributor and the distributor of the
Class A shares (together with the Class B Distributor, the
"Distributors"), at their own cost, will remedy such conflict up
to and including establishing one or more new registered
management investment companies.
REPORTS TO THE DIRECTORS
The Adviser and the Distributors will be responsible for
reporting any potential or existing conflicts among the two
classes of shares to the Directors. In addition, the Directors
will receive quarterly and annual statements concerning
distributions and shareholder servicing expenditures complying
with paragraph (b)(3)(ii) of Rule 12b-1. In the statements, only
expenditures properly attributable to the direct or indirect sale
or servicing of a particular class of shares shall be used to
justify any distribution or service fee charged to that class.
The statements, including the allocations upon which they are
based, will be subject to the review of the independent Directors
in the exercise of their fiduciary duties. At least annually,
the Directors shall receive a report from an expert, acceptable
to the Directors, (the "Expert"), with respect to the methodology
and procedures for calculating the net asset value, dividends and
distributions for the classes, and the proper allocation of
income and expenses among the classes. The report of the Expert
shall also address whether the Fund has adequate facilities in
place to ensure the implementation of the methodology and
procedures for calculating the net asset value, dividends and
distributions for the classes, and the proper allocation of
income and expenses among the classes. The Fund and the Adviser
will take immediate corrective measures in the event of any
irregularities reported by the Expert.
AMENDMENTS
The Plan may be amended from time to time in accordance
with the provisions and requirements of Rule 18f-3 under the Act.
Adopted by action of the Board of Directors this 5th day of
January, 1999.
By: /s/ Edmund P. Bergan, Jr.
________________________
Edmund P. Bergan, Jr.
Secretary
5
00250292.BQ3
