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EX-99.A11
2
d1160056_ex99a-11.txt
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ARTICLES SUPPLEMENTARY
AllianceBernstein Variable Products Series Fund, Inc., a Maryland
corporation having its principal office in Maryland in the City of Baltimore
(hereinafter called the "Corporation"), certifies that:
FIRST: The Board of Directors of the Corporation hereby increases the
aggregate number of shares of capital stock that the Corporation has authority
to issue by 1,000,000,000 shares and classifies such additional shares as
follows:
Designation Number of Shares
----------- ----------------
AllianceBernstein Dynamic Asset Allocation Portfolio
Class A Common Stock 500,000,000
AllianceBernstein Dynamic Asset Allocation Portfolio
Class B Common Stock 500,000,000
The portfolios of the Corporation are referred to herein as a "Portfolios".
SECOND: The shares of the Class A Common Stock and the Class B Common
Stock of the Portfolios of the Corporation as so classified by the Corporation's
Board of Directors shall have the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in the Corporation's Charter with
respect to the Portfolios (other than those provisions of the Charter which by
their terms are applicable solely to one or more other classes of the
Corporation's Common Stock) and shall be subject to all provisions of the
Charter relating to stock of the Corporation generally, and those set forth as
follows:
(1) The assets attributable to the Class A Common Stock and the
Class B Common Stock of the Portfolios shall be invested in the same
investment portfolio of the Corporation.
(2) The dividends and distributions of investment income and capital
gains with respect to the Class A Common Stock and the Class B Common
Stock of the Portfolios shall be in such amount, which may vary between
the classes, as may be declared from time to time by the Board of
Directors of the Corporation, and such dividends and distributions may
vary from dividends and distributions of investment income and capital
gains with respect to each of the other classes of the Portfolios to
reflect differing allocations of the expenses of the Corporation among the
holders of the classes of the Portfolios and any resultant differences
among the net asset values per share of the classes, to such extent and
for such purposes as the Board of Directors of the Corporation may deem
appropriate. The allocation of investment income, realized and unrealized
capital gains and losses, expenses and liabilities of the Corporation and
amounts distributable in the event of dissolution of the Corporation or
liquidation of the Corporation or of the Portfolios among the various
classes of the Portfolios shall be determined by the Board of Directors of
the Corporation in a manner that is consistent with the Investment Company
Act of 1940, the rules and regulations thereunder, and the interpretations
thereof, in each case as from time to time amended, modified or
superseded. The determination of the Board of Directors shall be
conclusive as to the allocation of investment income and realized and
unrealized capital gains and losses, expenses and liabilities (including
accrued expenses and reserves) and assets to a particular class or
classes.
(3) Except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities and
Exchange Commission, or otherwise, the holders of the Class A Common Stock
and the Class B Common Stock of the Portfolios shall have (i) exclusive
voting rights with respect to any matter submitted to a vote of
stockholders that affects only holders of the applicable class of the
Portfolios and (ii) no voting rights with respect to any other matter
submitted to a vote of stockholders which does not affect holders of the
applicable class of the Portfolios.
THIRD: A. Immediately before the increase in authorized capital stock
provided for herein, the total number of shares of stock which the Corporation
had authority to issue was 27,000,000,000 shares, of which 13,000,000,000 shares
are unclassified shares of stock of the Corporation and 14,000,000,000 shares
are shares of stock of all classes, the par value of each class of stock being
$.001 per share, with an aggregate par value of $14,000,000, classified as
follows:
Class A Class B
Name of Portfolio Common Stock Common Stock
----------------- ------------ ------------
AllianceBernstein Money
Market Portfolio 1,000,000,000 1,000,000,000
AllianceBernstein Intermediate
Bond Portfolio 500,000,000 500,000,000
AllianceBernstein Large Cap
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Growth and
Income Portfolio 500,000,000 500,000,000
AllianceBernstein
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein International
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Global Thematic
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Small Cap
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Real Estate
Investment Portfolio 500,000,000 500,000,000
AllianceBernstein International
Value Portfolio 500,000,000 500,000,000
AllianceBernstein Small/Mid
Cap Value Portfolio 500,000,000 500,000,000
AllianceBernstein Value
Portfolio 500,000,000 500,000,000
AllianceBernstein Balanced Wealth
Strategy Portfolio 500,000,000 500,000,000
B. Immediately after the increase in authorized capital stock provided for
herein, the total number of shares of stock which the Corporation has authority
to issue is 28,000,000,000 shares, of which 13,000,000,000 shares are
unclassified shares of stock of the Corporation and 15,000,000,000 shares are
shares of stock of all classes, the par value of each class of stock being $.001
per share, with an aggregate par value of $15,000,000, classified as follows:
Class A Class B
Name of Portfolio Common Stock Common Stock
----------------- ------------ ------------
AllianceBernstein Money
Market Portfolio 1,000,000,000 1,000,000,000
AllianceBernstein Intermediate
Bond Portfolio 500,000,000 500,000,000
AllianceBernstein Large Cap
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Growth and
Income Portfolio 500,000,000 500,000,000
AllianceBernstein
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein International
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Global Thematic
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Small Cap
Growth Portfolio 500,000,000 500,000,000
AllianceBernstein Real Estate
Investment Portfolio 500,000,000 500,000,000
AllianceBernstein International
Value Portfolio 500,000,000 500,000,000
AllianceBernstein Small/Mid
Cap Value Portfolio 500,000,000 500,000,000
AllianceBernstein Value
Portfolio 500,000,000 500,000,000
AllianceBernstein Balanced Wealth
Strategy Portfolio 500,000,000 500,000,000
AllianceBernstein Dynamic Asset
Allocation Portfolio 500,000,000 500,000,000
FOURTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
FIFTH: The total number of shares that the Corporation has authority to
issue has been increased by the Board of Directors of the Corporation in
accordance with Section 2-105(c) of the Maryland General Corporation Law.
SIXTH: The shares aforesaid have been duly classified by the Corporation's
Board of Directors pursuant to authority and power contained in the
Corporation's Articles of Incorporation.
IN WITNESS WHEREOF, AllianceBernstein Variable Products Series Fund, Inc.
has caused these Articles Supplementary to be executed by the President of the
Corporation and witnessed by its Secretary as of the 16th day of March, 2011.
The President of the Corporation who signed these Articles Supplementary
acknowledges them to be the act of the Corporation and states under the
penalties of perjury that, to the best of his knowledge, information and belief,
the matters and facts set forth herein relating to authorization and approval
hereof are true in all material respects.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS
SERIES FUND, INC.
By: /s/ Robert M. Keith
--------------------
Robert M. Keith
President
WITNESS:
/s/ Stephen J. Laffey
------------------------
Stephen J. Laffey
Assistant Secretary
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