<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance Variable Products Series Fund, Inc.
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(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
<PAGE>
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[Alliance Capital Logo]
Alliance Variable Products Series Fund, Inc.
- Quasar Portfolio
___________________________________________________________
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
___________________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
To the Stockholders of Alliance Variable Products Series Fund,
Inc. - Quasar Portfolio:
Notice is hereby given that a Special Meeting of Stockholders
(the "Meeting") of Alliance Variable Products Series Fund, Inc, -
Quasar Portfolio, a Maryland corporation (the "Fund"), will be
held at the offices of the Fund, 1345 Avenue of the Americas,
33rd Floor, New York, New York 10105, on Tuesday, December 12,
2000 at 11:00 a.m., to consider and vote the following, all of
which are more fully described in the accompanying Proxy
Statement dated October [__], 2000:
1. To approve an amendment of the Fund's fundamental policy
to permit the Fund to engage in securities lending to
the extent permitted by the Investment Company Act of
1940, as amended;
2. To approve an amendment of the Fund's fundamental policy
to permit the Fund to purchase and sell financial
forward and futures contracts and options thereon; and
3. To transact such other business as may properly come
before the Meeting.
The Board of Directors has fixed the close of business on
October 20, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
and any postponement or adjournment thereof.
The enclosed proxy is being solicited on behalf of the Board
of Directors of the Fund. Each stockholder who does not expect
to attend the Meeting in person is requested to complete, date,
sign and promptly return the enclosed proxy card.
The Board of Directors recommends approval of all the
proposals.
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By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October [__], 2000
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
proxy card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
Your vote is very important no matter how many shares you own.
Please mark and mail your proxy promptly in order to save any
additional cost of further proxy solicitation.
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(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.
4
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PROXY STATEMENT
Alliance Variable Products Series Fund, Inc. - Quasar Portfolio
1345 Avenue of the Americas
New York, New York 10105
----------------
SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Alliance Variable Products Series Fund, Inc. - Quasar Portfolio
(the "Fund"), a Maryland corporation, to be voted at the Special
Meeting of Stockholders of the Fund (the "Meeting"), to be held
at the offices of the Fund, 1345 Avenue of the Americas, 33rd
Floor, New York, New York 10105, on Tuesday, December 12, 2000 at
11:00 a.m. Proxies will be solicited primarily by mail and may
also be made by telephone. Solicitation costs will be borne by
Alliance Capital Management L.P., the Fund's investment adviser
("Alliance").
The Board of Directors has fixed the close of business on
October 20, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Meeting
and at any postponement or adjournment thereof (the "Record
Date"). The outstanding voting shares of the Fund as of the
Record Date consisted of [_________] shares of common stock,
representing all classes of shares, each share being entitled to
one vote. As of the Record Date, participating insurance
companies, on behalf of their separate accounts, were
stockholders of record. The insurance companies will vote shares
of the Fund held by them in accordance with voting instructions
received from contract owners for whose accounts the shares are
held.
Contract owners have voting rights in relation to the account
value maintained in the participating insurance company sub-
accounts. You do not have voting rights in relation to account
value maintained in any fixed allocations or in relation to fixed
or adjustable annuity payments. The participating insurance
companies will vote the shares of the Fund in the manner directed
by contract owners. Contract owners give instructions equal to
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the number of shares represented by the sub-account units
attributable to their annuity. The insurance company will vote
the shares attributable to assets held in the sub-accounts solely
for the participating insurance company rather than on behalf of
contract owners, or any shares as to which they have not received
voting instructions, in the same manner and proportion as the
shares for which they have received voting instructions. For
proxies received with no instructions on how to vote, the
insurance company will vote those shares FOR the proposals. The
participating insurance companies will provide contract owners
with proper forms and proxies to enable them to provide voting
instructions to the insurance company.
All properly executed and timely received proxies will be
voted in accordance with the instructions marked thereon or
otherwise provided therein. Accordingly, unless instructions to
the contrary are marked, proxies will be voted for the approval
of an amendment to the Fund's fundamental policy to permit the
lending of securities to the extent permitted by the Investment
Company Act of 1940, as amended (the "1940 Act") (Proposal One),
and for the approval of an amendment to the Fund's fundamental
policy to permit the Fund to purchase and sell financial forward
and futures contracts and options thereon (Proposal Two). (These
proposals are referred to individually as a "Proposal" and
collectively as the "Proposals".) Any stockholder may revoke
that stockholder's proxy at any time prior to exercise thereof by
giving written notice to the Secretary of the Fund at 1345 Avenue
of the Americas, New York, New York 10105, by signing another
proxy of a later date or by personally voting at the Meeting.
Properly executed proxies may be returned with instructions
to abstain from voting or to withhold authority to vote (an
"abstention"). Abstentions will be considered present for
purposes of determining the existence of a quorum for the
transaction of business, but will have no effect on the outcome
of the Proposals. If any proposal, other than the Proposals,
properly comes before the Meeting, the shares represented by
proxies will be voted on all such proposals in the discretion of
the person or persons voting the proxies. The Fund has not
received notice of, and is not otherwise aware of, any other
matter to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in
person or by proxy of the holders of one third of the shares
entitled to vote for the Fund at the Meeting. Whether or not a
quorum is present at the Meeting, if sufficient votes in favor of
the position recommended by the Board of Directors on any
Proposal are not timely received, the persons named as proxies
may, but are under no obligation to, with no other notice than
announcement at the Meeting, propose and vote for one or more
adjournments of the Meeting to permit further solicitation of
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proxies. The Meeting may be adjourned with respect to fewer than
all the Proposals in the Proxy Statement and a stockholder vote
may be taken on any one or more of the Proposals prior to any
adjournment if sufficient votes have been received for approval
thereof. Shares represented by proxies indicating a vote
contrary to the position recommended by the Board of Directors on
a Proposal will be voted against adjournment as to that Proposal.
The Fund has engaged Shareholder Communications Corporation
("SCC"), 17 State Street, New York, New York 10004, to assist the
Fund in soliciting proxies for the Meeting. SCC will receive a
fee of $[________] for its services plus reimbursement of out-of-
pocket expenses.
PROPOSAL ONE
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT LENDING TO THE EXTENT
PERMITTED BY THE 1940 ACT
The fundamental policies of the Fund currently do not permit
lending. Under its current policy, the Fund may not make loans
with certain exceptions for the purchase of debt obligations. At
its September 7, 2000 Special Meeting, Alliance informed the
Directors that it was developing, for the Director's
consideration, proposed securities lending arrangements for many
Alliance Mutual Funds, including the Fund. Alliance noted that
the proposed arrangements would enable each participating fund to
earn incremental investment income through the lending of a
portion of the Fund's portfolio securities on terms designed to
avoid any impingement of the Fund's ongoing investment process.
Alliance stated that in anticipation of these recommendations, it
was recommending the revision of the Fund's fundamental
investment restrictions generally prohibiting the Fund from
engaging in securities lending. At the September 7, 2000 Special
Meeting, the Board of Directors of the Fund approved Alliance's
recommendation that this fundamental policy be revised to permit
the Fund to engage in securities lending to the extent permitted
by the 1940 Act. The Board further resolved to recommend this
change to the Fund's stockholders for their approval.
In recommending this change, Alliance informed the Board that
this absolute prohibition was not required by the 1940 Act.
Alliance noted that this restriction was required by state "blue
sky" laws that were nullified by the federal preemption of state
regulation of mutual fund prospectuses passed by Congress in
1996. Alliance noted that in order to ensure that the Fund can
continue to compete with newer funds created after federal
preemption that are not so constrained as well as older funds
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that changed their lending policies to permit securities lending,
it was recommending that this fundamental policy be revised so as
to provide the Fund with essentially the same investment
flexibility to engage in securities lending as is possessed by
the majority of the Alliance Mutual Funds, which are permitted to
engage in securities lending to the extent permitted by the 1940
Act. The proposed fundamental investment policy would provide
the Fund with the same investment flexibility to engage in
securities lending as the majority of the Alliance Mutual Funds,
which are permitted to engage in securities lending to the extent
permitted by the 1940 Act.
The proposed policy would provide as follows:
The Fund may not make loans to other persons, except
that the Fund may lend portfolio securities in
accordance with applicable law. The acquisition of
investment securities or other investment instruments
shall not be deemed the making of a loan.
If the proposal is approved by the stockholders of the Fund,
the Fund would, as currently permitted, be able to lend portfolio
securities up to a maximum in value of 33 1/3% of its total
assets (including collateral for any security loaned). The Fund
would lend securities only on a fully collateralized basis and
only to borrowers deemed by Alliance to be of sound financial
standing. While any such loan is outstanding, it would be
secured by collateral in the form of cash or securities issued or
guaranteed by the U.S. Government, equal at all times to at least
100% of the current market value of the loaned securities plus,
if applicable, accrued interest. All such loans could be
terminated at any time by either the Fund (entitling the Fund to
the return of the loaned securities at the end of the customary
settlement period for the type of securities loaned) or the
borrower. It is currently expected that the transactions would
be structured so that the Fund would retain rights of ownership
of the loaned securities, including rights to dividends, interest
or other distributions on the loaned securities. Voting rights
would pass with the lending, although the Fund would be able to
call loans to vote proxies if desired.
Approval of this Proposal requires the affirmative vote of "a
majority of the outstanding voting securities" as defined by the
1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Fund present or represented at the Meeting, if
the holders of more than 50% of the outstanding voting securities
of the Fund are present or represented by proxy, or (ii) more
than 50% of the outstanding voting securities of the Fund ("1940
Act Majority"). If the stockholders of the Fund do not approve
the amendment to the Fund's fundamental policy to permit lending
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to the extent permitted by the 1940 Act, the Fund's policy will
remain unchanged.
The Board of Directors of the Fund recommends that the
stockholders of the Fund vote "FOR" the approval of Proposal One.
PROPOSAL TWO
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT THE FUND TO PURCHASE AND SELL
FINANCIAL FORWARD AND FUTURES CONTRACTS
AND OPTIONS THEREON
At its September 7, 2000, Special Meeting, the Board of
Directors of the Fund considered and approved Alliance's
recommendation that the Fund's fundamental policies be amended to
permit the use of stock index futures and options thereon for
hedging purposes.
In making its recommendation, Alliance noted that the Fund
since inception has had a fundamental policy against investment
in commodities or commodity contracts. Alliance noted that this
policy was typical of a time when financial commodities, e.g.,
financial forward and futures contracts and options thereon, had
yet to attain their later significance as investment tools. As a
result of this restriction, Alliance noted, index futures are
currently unavailable to the Fund.
In addition, Alliance stated its belief that, as the use of
these instruments has become more prevalent in the marketplace,
the Fund's inability to use, at least for hedging purposes,
financial commodities including stock index futures and options
thereon places the Fund at a competitive disadvantage. As a
result, Alliance considered it in the best interests of the Fund
and its stockholders to obtain stockholder action appropriately
amending the investment policy and installing a more permissive
non-fundamental investment policy.
The proposed non-fundamental investment policy would provide
that the Fund may utilize financial forward and futures contracts
and options thereon only for hedging purposes. In addition, the
Fund would not enter into any futures contracts or options on
futures contracts if immediately thereafter the market values of
the outstanding futures contracts of the Fund and the futures
contracts subject to outstanding options written by the Fund
would exceed 50% of its total assets. The Fund would not
purchase or sell a stock index futures contract if immediately
thereafter more than 30% of its total assets would be hedged with
stock index futures. Finally, the Fund would not purchase or
sell a stock index future contract if, immediately thereafter,
9
<PAGE>
the sum of the amount of margin deposits on the Fund's existing
futures positions would exceed 5% of the market value of the
Fund's total assets. In connection with its purchase of stock
index futures contracts, the Fund would deposit in a segregated
account with the Fund's custodian an amount of liquid assets
equal to the market value of the futures contracts less any
amounts maintained in a margin account with the Fund's broker.
Reclassifying the policy as non-fundamental will allow the
Fund to respond competitively to regulatory and industry practice
without the expense or delay of a stockholder vote. A subsequent
amendment to a non-fundamental policy requires the approval of
the Fund's Board of Directors. The proposed revised fundamental
policy and the proposed non-fundamental policy would provide as
follows:
Fundamental: It is a fundamental policy of the Fund not
to purchase or sell commodities or commodity contracts,
except financial forward and futures contracts and
option on such contracts.
Non-fundamental: It is a non-fundamental policy of the
Fund that: (i) the Fund utilize futures and options
thereon only for hedging purposes, (ii) the Fund will
not enter into any futures contracts or options on
futures contracts if immediately thereafter the market
values of the outstanding futures contracts of the Fund
and the futures contracts subject to outstanding options
written by the Fund would exceed 50% of its total
assets, (iii) the Fund will not purchase or sell a stock
index future if immediately thereafter more than 30% of
its total assets would be hedged by stock index futures,
and (iv) the Fund will not purchase or sell a stock
index future if, immediately thereafter, the sum of the
amount of margin deposit on the Fund's existing futures
positions would exceed 5% of the market value of the
Fund's total assets.
Based upon Alliance's presentation, the Board of Directors of
the Fund concluded that the proposed amendment to the Fund's
fundamental investment policy and the adoption of the non-
fundamental investment policy would be in the best interests of
the Fund and its stockholders. The Board further resolved to
recommend this change to the Fund's stockholders for their
approval. Adoption of this change is not expected to materially
change the operation of the Fund.
Approval of this Proposal requires the affirmative vote of
the holders of a 1940 Act Majority. If the stockholders of the
Fund do not approve the proposed policy, the Fund's current
policy will remain unchanged.
10
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The Board of Directors of the Fund recommends that the
stockholders vote "FOR" the approval of Proposal Two.
HOW TO VOTE
You may vote your shares by mail by signing and returning the
enclosed card. Please follow the instructions provided with your
card.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS
The principal officers of the Fund and their principal
occupations during the past five years are as follows:
JOHN D. CARIFA, Chairman and President, 55, President, Chief
Operating Officer and a Director of Alliance Capital Management
Corporation, the general partner of Alliance ("ACMC"), which he
has been associated with since prior to 1995.
KATHLEEN A. CORBET, Senior Vice President, 40, is an
Executive Vice President of ACMC, with which she has been
associated since prior to 1995.
ALFRED L. HARRISON, Senior Vice President, 62, is a Vice
Chairman of ACMC, with which he has been associated since prior
to 1995.
NELSON R. JANTZEN, Senior Vice President, 55, is a Chairman
of ACMC, with which he has been associated since prior to 1995.
WAYNE D. LYSKI, Senior Vice President, 58, is an Executive
Vice President of ACMC, with which he has been associated since
prior to 1995.
RAYMOND J. PAPERA, Senior Vice President, 44, is a Senior
Vice President of ACMC, with which he has been associated since
prior to 1995.
ANDREW M. ARAN, Senior Vice President, 42, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
PETER ANASTOS, Senior Vice President, 57, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
BRUCE ARONOW, Vice President, 33, Vice President of ACMC,
with which he has been associated since 1999. Prior thereto, he
was a Vice President at INVESCO since 1998, a Vice President at
LGT Capital Management since 1996 and a Vice President at
Chancellor Capital Management prior to 1995.
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EDWARD BAKER, Vice President, 49, is a Senior Vice President
and Chief Investment Officer - Emerging Markets of ACMC, with
which he has been associated since May 1995. Prior thereto, he
was a Senior Vice President of BARRA, Inc. since prior to 1995.
THOMAS J. BARDONG, Vice President, 55, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
SANDRA YEAGER, Vice President, 35, is a Senior Vice President
of ACMC, with which she has been associated since prior to 1995.
MATTHEW BLOOM, Vice President, 43, is a Senior Vice President
of ACMC, with which he has been associated since prior to 1995.
MARK H. BREEDON, Senior Vice President, 47, has been a Vice
President of ACMC and a Director and Vice President of Alliance
Capital Management Limited since prior to 1995.
RUSSEL BRODY, Vice President, 32, is a Vice President of
ACMC, with which he has been associated since April 1997. Prior
thereto, he was the head of European Equity Dealing of Lambard
Odier et Cie since prior to 1995.
NICHOLAS D.P. CARN, Vice President, 42, is a Senior Vice
President of ACMC, with which he has been associated since April
1997. Prior thereto, he was a Chief Investment Officer and
Portfolio Manager at Draycott Partners.
PAUL J. DENOON, Vice President, 38, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
DAVID EDGERLY, Vice President, 57, is the General Manager of
Alliance Capital Management (Turkey) Ltd., with which he has been
associated since prior to 1995.
VICKI FULLER, Vice President, 43, has been a Senior Vice
President of ACMC since 1994. Previously she was Managing
Director of High Yield Equitable Capital Management Corporation
since prior to 1995.
GERALD T. MALONE, Vice President, 46, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
MICHAEL MON, Vice President, 30, is a Vice President of ACMC,
with which he has been associated since June 1999. Prior thereto
he was a Portfolio Manager at Brundage, Stroy and Rose since
1998. Previously, he was employed as an Assistant Vice President
at Mitchell Hutchins Asset Management since prior to 1995.
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DOUGLAS J. PEEBLES, Vice President, 34, is a Senior Vice
President of ACMC, with which he has been associated since prior
to 1995.
DANIEL G. PINE, Senior Vice President, 48, has been
associated with Alliance since 1996. Previously, he was a Senior
Vice President of Desai Capital Management since prior to 1995.
PAUL RISSMAN, Vice President, 43, is a Senior Vice President
of ACMC, with which he has been associated since prior to 1995.
TYLER SMITH, Vice President, 61, is a Senior Vice President
of ACMC, with which he has been associated since prior to July
1995.
JEAN VAN DE WALLE, Vice President, 41, has been Vice
President of ACMC since prior to 1995.
EDMUND P. BERGAN, JR., Secretary, 50, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors,
Inc. ("AFD") and Alliance Fund Services, Inc. ("AFS"), with which
he has been associated since prior to 1995.
MARK D. GERSTEN, Treasurer and Chief Financial Officer, 49,
is a Senior Vice President of AFS and a Vice President of AFD,
with which he has been associated since prior to 1995.
ANDREW L. GANGOLF, Assistant Secretary, 46, is a Senior Vice
President and Assistant General Counsel of AFD, with which he has
been associated since prior to 1995.
DOMENICK PUGLIESE, Assistant Secretary, 39, is a Senior Vice
President and Assistant General Counsel of AFD, with which he has
been associated since May 1995. Prior thereto, he was a Vice
President and Counsel of Concord Holding Corporation since prior
to 1995.
THOMAS R. MANLEY, Controller, 46, is a Vice President of
ACMC, with which he has been associated since prior to 1995.
The address of Messrs. Carifa, Harrison, Jantzen, Lyski,
Papera, Aran, Anastos, Aronow, Baker, Bardong, Bloom, Breedon,
Brody, Carn, DeNoon, Edgerly, Malone, Mon, Peebles, Pine,
Rissman, Smith, Van De Walle, Bergan, Gangolf, and Pugliese and
Mses. Corbet, Yeager, and Fuller is c/o Alliance Capital
Management, L.P., 1345 Avenue of the Americas, New York, New York
10105. The address of Messrs. Gersten and Manley is c/o Alliance
Fund Distributors, Inc., 500 Plaza Drive, Secaucus, New Jersey
07094.
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All of the officers of the Fund are employees of Alliance and
officers of ACMC, the general partner of Alliance, or a wholly-
owned subsidiary of Alliance. As of the Record Date, no officer
or Directors of the Fund beneficially owned more than 1% of the
outstanding equity securities of Alliance.
STOCK OWNERSHIP
According to information filed with the Commission, the
following persons were the beneficial owners of more than 5% of
the Fund's outstanding common stock as of the Record Date.
Percent of
Common Stock
Based on
Shares
Outstanding as
Name and Address of Amount of Beneficial of the Record
Beneficial Owner Ownership and Class Date
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy
Statement is delivered with a copy of the Fund's latest annual
report to stockholders upon request and without charge. To
request a copy, please call Alliance Fund Services, Inc. at (800)
227-4618 or contact Reid Conway at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October [__], 2000
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Alliance Variable Products Series
Fund, Inc. - Quasar Portfolio
(LOGO)
Alliance Capital Management L.P.
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
December 12, 2000
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PROXY PROXY
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. - QUASAR PORTFOLIO
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Quasar Portfolio of Alliance
Variable Products Series Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints each of Reid Conway and Carol H. Rappa,
or either of them, as proxies for the undersigned, each with full
power of substitution, to attend the Special Meeting of
Stockholders of the Fund to be held at 11:00 a.m., Eastern Time,
on December 12, 2000 at the offices of the Fund, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, and any
postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at
the Special Meeting and otherwise to represent the undersigned
with all powers possessed by the undersigned if personally
present at the Special Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement.
VOTE BY RETURNING THE SIGNED PROXY CARD
CONTROL NUMBER:
Please sign exactly as your name appears on
the books of the Fund. Joint owners should
each sign personally. Trustees and other
fiduciaries should indicate the capacity in
which they sign, and where more than one name
appears, a majority must sign. If a
corporation, this signature should be that of
an authorized officer who should state his or
her title.
__________________________
Signature of Stockholder
_____________________________
Signature of joint owner, if any
______________________________, 2000
Dated
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If this proxy is properly executed, the votes entitled to be cast
by the undersigned will be cast in the manner directed below. If
no direction is made as regards a particular proposal or other
matter, the votes entitled to be cast by the undersigned will be
cast "FOR" the proposals one and two listed below, "FOR" any
postponement or adjournment of the Special Meeting with respect
to any proposal described in the proxy statement in the event
that sufficient votes in favor of the position on such proposal
recommended by the Board of Directors are not timely received,
and in the discretion of the Proxy holder(s) on any other matters
that may properly come before the Special Meeting or any
adjournment or postponement thereof.
Please refer to the Proxy Statement for a discussion of each of
the proposals.
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
For Against Abstain
1. Approve an amendment of a [_] [_] [_]
fundamental policy to permit
the Fund to engage in
securities lending to the
extent permitted by the
Investment Company Act of
1940, as amended.
Your Board of Directors urges you to vote "FOR" Proposal One.
For Against Abstain
2. Approve an amendment of the [_] [_] [_]
Fund's fundamental policy to
permit the Fund to purchase
and sell financial forward
and futures contracts and
options thereon.
Your Board of Directors urges you to vote "FOR" Proposal Two.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
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INSTRUCTION CARD [INSURANCE COMPANY] INSTRUCTION CARD
ALLIANCE VARABLE PRODUCTS SERIES FUND, INC. -
QUASAR PORTFOLIO
Solicitation of voting instructions in connection with
Meeting of Stockholders to be held December 12, 2000.
THIS INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE DIRECTORS
Revoking any such prior instructions, the undersigned
instructs the above named insurance company (the "Insurance
Company") to vote all the shares of the Quasar Portfolio of
Alliance Variable Products Series Fund, Inc. (the "Fund") which
are held in the account of the undersigned in the Insurance
Company variable account at the Meeting of Stockholders to be
held at the offices of the Fund, 1345 Avenue of the Americas, New
York, New York 10105 on December 12, 2000 at 11:00 a.m. and at
any adjournments thereof in accordance with these instructions.
By signing and dating this card, you instruct the
Insurance Company to vote your shares as marked below, or, if not
marked, to vote "FOR" the proposals. Please complete and mail
this card at once in the enclosed postage-paid envelope.
The shares of common stock represented by this card will
be voted in accordance with the specification made below. If
this card is signed and returned and no specification is made,
the Insurance Company will vote such shares "FOR" the proposals
set forth below. If this card is not returned or is returned
unsigned, the Insurance Company will vote such shares in the same
proportion as it votes the shares for which it has received
instructions. The Directors recommend voting "FOR" the
proposals.
VOTE BY RETURNING THE SIGNED INSTRUCTION
CARD
OR
VOTE VIA THE ITNERNET:
https://vote.proxy-direct.com
OR
VOTE BY TELEPHONE BY CALLING TOLL-FREE:
1-800-597-7836
PLEASE SIGN AND DATE THIS CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE.
Date: ________________________, 2000
18
<PAGE>
Signature: ______________________________
Signature: ______________________________
Sign exactly as name(s) appears
IMPORTANT: If joint owners, EITHER may
sign this card. When above signing as
attorney, executor, administrator,
trustee, guardian or corporate officer,
please give your full title. This card
will not be voted unless it is dated and
signed.
19
<PAGE>
Please refer to the Proxy Statement for a discussion of the
proposals.
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
For Against Abstain
1. Approve an amendment of a [_] [_] [_]
fundamental policy to
permit the Fund to engage
in securities lending to
the extent permitted by
the Investment Company Act
of 1940, as amended.
For Against Abstain
2. Approve an amendment of [_] [_] [_]
the Fund's fundamental
policy to permit the Fund
to purchase and sell
financial Forward and
Futures contracts and
options thereon.
Account Number Number of Shares Card Number
PLEASE VOTE, DATE AND SIGN ON THE REVERSE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
IF YOU ARE NOT VOTING VIA THE INTERNET OR BY TELEPHONE.
20
00250292.CB0
