EX-99.77C VOTES 3 item77c1205.txt PROXY RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 3.B. Issuing Senior Securities and Borrowing Money 3.C. Underwriting Securities 3.D. Concentration of Investments 3.E. Real Estate and Companies that Deal in Real Estate 3.F. Commodities, Commodity Contracts and Futures Contracts 3.G. Loans 3.H. Joint Securities Trading Accounts 3.I. Exercising Control 3.J. Other Investment Companies 3.K. Oil, Gas, and Other Types of Minerals or Mineral Leases 3.L. Purchases of Securities on Margin Voted For Voted Against Abstained Broker Non-Votes 3.M. Short Sales 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 3.O. Illiquid or Restricted Securities 3.P. Warrants 3.Q. UnSeasoned Companies 3.R. Requirement to Invest in Specific Investments 3.S. 65% Investment Limitations 3.T. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 3.U. Option Transactions 3.V. Purchasing Voting or Other Securities of Issuers 3.W. Repurchase Agreements 3.X. Securities with Maturities Greater than One Year 3.Y. Acquisitions of Certain Preferred Stock and Debt Securities Voted For Voted Against Abstained Broker Non-Votes 3.Z. Investments in Government Securities Consistent with Internal Revenue Code Requirements 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective 4.B. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-GROWTH PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Growth Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2. The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 10,962,788 299,032 272,163 0 3.B. Issuing Senior Securities and Borrowing Money 10,848,911 400,074 284,998 0 3.C. Underwriting Securities 10,973,403 252,921 307,658 0 3.D. Concentration of Investments 11,042,276 244,291 247,415 0 3.E. Real Estate and Companies that Deal in Real Estate 10,947,150 341,073 245,759 0 3.F. Commodities, Commodity Contracts and Futures Contracts 10,877,220 415,616 241,146 0 3.G. Loans 10,861,427 440,068 232,488 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 10,861,828 317,779 354,376 0 Mflegal/Funds/AVP -Results of Shareholders Mtg for Annual Report-2-06-Growth Port. - 4/6 AVP-SMALL/MID CAP VALUE PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) An Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Small/Mid Cap Value Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1 The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 A Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 15,814,480 483,320 757,136 0 3.B. Issuing Senior Securities and Borrowing Money 15,704,523 633,013 717,399 0 3.C. Concentration of Investments 15,836,843 521,354 696,739 0 3.D. Real Estate and Companies that Deal in Real Estate 15,813,273 530,793 710,868 0 3.E. Commodities, Commodity Contracts and Futures Contracts 15,755,875 614,895 684,166 0 3.F. Loans 15,742,489 609,559 702,887 0 3.G. Exercising Control 15,819,072 548,042 687,821 0 3.H. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 15,689,147 669,218 696,571 0 4. The reclassification of the Portfolio's fundamental investment objective as non- fundamental with no change to the investment objective. 15,710,459 662,490 681,986 0 Mflegal/Funds/AVP -Results of Shareholders Mtg for Annual Report-2-06-AVP-Small/Mid Cap Value Port 9/11 AVP-REAL ESTATE INVESTMENT PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Real Estate Investment Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2. The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 4,240,735 117,336 167,417 0 3.B. Issuing Senior Securities and Borrowing Money 4,229,311 135,086 161,091 0 3.C. Concentration of Investments 4,227,289 126,360 171,839 0 3.D. Real Estate and Companies that Deal in Real Estate 4,260,683 94,874 169,930 0 3.E. Commodities, Commodity Contracts and Futures Contracts 4,209,170 151,177 165,141 0 3.F. Loans 4,220,534 150,873 154,082 0 3.G. Joint Securities Trading Accounts 4,203,969 159,593 161,926 0 3.H. Exercising Control 4,241,142 133,695 150,651 0 3.I. Oil, Gas, and Other Types of Minerals or Mineral Leases 4,253,880 113,616 157,992 0 3.J. Purchases of Securities on Margin 4,207,091 151,663 166,733 0 3.K. Short Sales 4,204,322 170,327 150,839 0 Voted For Voted Against Abstained Broker Non-Votes 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 4,216,523 141,615 167,349 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 4,197,958 164,824 162,706 0 Mflegal/Funds/AVP -Results of Shareholders Mtg for Annual Report-2-06 - AVP_REIT 11/14 AVP-GLOBAL BOND PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Global Bond Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Issuing Senior Securities and Borrowing Money 3,472,960 142,369 180,015 1 3.B. Concentration of Investments 3,536,837 91,587 166,920 1 3.C. Real Estate and Companies that Deal in Real Estate 3,533,181 101,326 160,837 1 3.D. Commodities, Commodity Contracts and Futures Contracts 3,518,615 132,137 144,591 1 3.E. Loans 3,518,531 134,663 142,149 1 3.F. Joint Securities Trading Accounts 3,502,791 131,273 161,280 1 3.G. Exercising Control 3,522,656 108,376 164,312 1 3.H. Other Investment Companies 3,499,612 105,616 190,115 1 3.I. Oil, Gas, and Other Types of Minerals or Mineral Leases 3,535,058 96,507 163,778 1 3.J. Purchases of Securities on Margin 3,475,432 166,461 153,451 1 3.K. Short Sales 3,495,298 138,254 161,792 1 Voted For Voted Against Abstained Broker Non-Votes 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 3,498,158 149,374 147,811 1 3.M. Illiquid or Restricted Securities 3,470,695 135,865 188,784 1 3.N. Warrants 3,474,348 118,557 202,439 1 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 3,522,545 87,896 184,903 1 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc Global Bond Port 13/17 AVP-GROWTH AND INCOME PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Growth and Income Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2. The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 92,746,927 2,011,396 3,159,232 0 3.B. Issuing Senior Securities and Borrowing Money 91,929,671 2,604,670 3,383,214 0 3.C. Underwriting Securities 92,484,942 2,282,699 3,149,915 0 3.D. Concentration of Investments 92,880,087 1,995,614 3,041,854 0 3.E. Real Estate and Companies that Deal in Real Estate 92,735,709 2,142,038 3,039,808 0 3.F. Commodities, Commodity Contracts and Futures Contracts 92,176,278 2,666,598 3,074,679 0 3.G. Loans 91,929,414 2,756,071 3,232,070 0 3.H. Exercising Control 92,858,831 1,885,330 3,173,394 0 3.I. Other Investment Companies 92,425,486 2,159,970 3,332,099 0 3.J. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 91,040,596 3,384,086 3,492,872 0 3.K. Illiquid or Restricted Securities 91,227,156 3,173,810 3,516,589 0 Voted For Voted Against Abstained Broker Non-Votes 3.L. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 90,851,697 3,785,625 3,280,233 0 3.M. Purchasing Voting or Other Securities of Issuers 92,075,500 2,449,710 3,392,345 0 3.N. Repurchase Agreements 92,174,070 2,370,276 3,373,208 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 92,136,912 2,335,511 3,445,133 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Gro & Income Port 15/17 AVP-LARGE CAP GROWTH PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Large Cap Growth Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 42,318,218 1,487,267 2,068,785 0 3.B. Issuing Senior Securities and Borrowing Money 41,830,760 1,955,714 2,087,796 0 3.C. Underwriting Securities 42,240,435 1,515,464 2,118,371 0 3.D. Concentration of Investments 42,354,347 1,522,684 1,997,239 0 3.E. Real Estate and Companies that Deal in Real Estate 42,269,907 1,597,681 2,006,682 0 3.F. Commodities, Commodity Contracts and Futures Contracts 41,977,113 1,921,128 1,976,029 0 3.G. Loans 42,002,644 1,881,246 1,990,381 0 3.H. Exercising Control 42,462,918 1,347,170 2,064,182 0 3.I. Short Sales 42,012,466 1,913,445 1,948,359 0 3.J. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 41,775,248 2,115,900 1,983,122 0 3.K. Illiquid or Restricted Securities 41,882,164 1,891,713 2,100,394 0 Voted For Voted Against Abstained Broker Non-Votes 3.L. Requirement to Invest in Specific Investments 42,238,993 1,567,061 2,068,216 0 3.M. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 41,812,887 1,963,941 2,097,442 0 3.N. Option Transactions 41,992,314 1,852,466 2,029,490 0 3.O. Purchasing Voting or Other Securities of Issuers 42,058,324 1,668,617 2,147,329 0 3.P. Repurchase Agreements 42,099,171 1,614,777 2,160,321 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 42,145,026 1,653,993 2,075,251 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Large Cap Gro Port -- 18/20 AVP-MONEY MARKET PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Money Market Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 51,216,121 734,164 3,335,388 0 3.B. Issuing Senior Securities and Borrowing Money 51,146,029 804,256 3,335,388 0 3.C. Underwriting Securities 51,145,675 804,610 3,335,388 0 3.D. Concentration of Investments 51,153,970 793,015 3,338,688 0 3.E. Real Estate and Companies that Deal in Real Estate 51,138,827 808,531 3,338,315 0 3.F. Commodities, Commodity Contracts and Futures Contracts 51,148,368 801,521 3,335,784 0 3.G. Loans 51,137,734 812,551 3,335,388 0 3.H. Exercising Control 51,142,473 797,345 3,345,854 0 3.I. Other Investment Companies 51,133,265 804,022 3,348,386 0 3.J. Oil, Gas, and Other Types of Minerals or Mineral Leases 51,234,714 705,477 3,345,482 0 3.K. Short Sales 51,145,087 805,198 3,335,388 0 Voted For Voted Against Abstained Broker Non-Votes 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 51,167,752 782,136 3,335,784 0 3.M. Illiquid or Restricted Securities 51,148,578 801,310 3,335,784 0 3.N. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 51,157,730 792,159 3,335,784 0 3.O. Option Transactions 51,134,830 815,455 3,335,388 0 3.P. Purchasing Voting or Other Securities of Issuers 51,173,013 804,256 3,308,404 0 3.Q. Repurchase Agreements 51,181,915 795,727 3,308,031 0 3.R. Securities with Maturities Greater than One Year 51,196,093 781,549 3,308,031 0 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 51,129,308 847,961 3,308,404 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Money Market Port 21/23 AVP-UTILITY INCOME PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Utility Income Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 2,769,506 90,758 172,643 0 3.B. Issuing Senior Securities and Borrowing Money 2,770,283 91,035 171,589 0 3.C. Concentration of Investments 2,802,472 85,371 145,064 0 3.D. Real Estate and Companies that Deal in Real Estate 2,803,846 87,830 141,230 0 3.E. Commodities, Commodity Contracts and Futures Contracts 2,793,419 94,424 145,064 0 3.F. Loans 2,775,687 94,705 162,515 0 3.G. Joint Securities Trading Accounts 2,776,697 91,612 164,597 0 3.H. Exercising Control 2,819,089 70,504 143,313 0 3.I. Other Investment Companies 2,809,928 77,233 145,746 0 3.J. Oil, Gas, and Other Types of Minerals or Mineral Leases 2,814,827 72,292 145,787 0 3.K. Purchases of Securities on Margin 2,776,795 95,312 160,799 0 3.L. Short Sales 2,777,985 113,656 141,266 0 Voted For Voted Against Abstained Broker Non-Votes 3.M. 65% Investment Limitations 2,788,964 81,770 162,172 0 3.N. Purchasing Voting or Other Securities of Issuers 2,795,599 88,098 149,210 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 2,773,608 102,014 157,285 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Utility Income Port 24/26 AVP- GLOBAL GOVERNMENT INCOME PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Global Government Income Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Issuing Senior Securities and Borrowing Money 2,654,396 54,606 84,372 0 3.B. Concentration of Investments 2,682,777 26,226 84,372 0 3.C. Real Estate and Companies that Deal in Real Estate 2,694,235 25,950 73,190 0 3.D. Commodities, Commodity Contracts and Futures Contracts 2,636,784 83,400 73,190 0 3.E. Loans 2,646,088 65,999 81,287 0 3.F. Joint Securities Trading Accounts 2,678,286 35,112 79,976 0 3.G. Exercising Control 2,674,074 26,831 92,469 0 3.H. Other Investment Companies 2,659,827 44,387 89,161 0 3.I. Oil, Gas, and Other Types of Minerals or Mineral Leases 2,664,615 44,387 84,372 0 3.J. Purchases of Securities on Margin 2,612,228 91,986 89,161 0 3.K. Short Sales 2,608,272 92,634 92,469 0 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 2,608,247 100,756 84,372 0 Voted For Voted Against Abstained Broker Non-Votes 3.P. Warrants 2,660,354 44,295 88,726 0 3.M. Option Transactions 2,610,924 85,628 96,823 0 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective 2,639,855 64,795 88,726 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Global Govt Income Port 27/29 AVP-GLOBAL RESEARCH GROWTH PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Global Research Growth Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 525,570 0 0 0 3.B. Issuing Senior Securities and Borrowing Money 525,570 0 0 0 3.C. Underwriting Securities 525,570 0 0 0 3.D. Concentration of Investments 525,570 0 0 0 3.E. Real Estate and Companies that Deal in Real Estate 525,570 0 0 0 3.F. Commodities, Commodity Contracts and Futures Contracts 525,570 0 0 0 3.G. Loans 525,570 0 0 0 3.H. Other Investment Companies 525,570 0 0 0 3.I. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 525,570 0 0 0 Voted For Voted Against Abstained Broker Non-Votes 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 525,570 0 0 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Global Research Gro Port 30/32 AVP-GLOBAL TECHNOLOGY PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Global Technology (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 12,967,870 450,384 429,566 0 3.B. Issuing Senior Securities and Borrowing Money 12,825,915 562,399 459,507 0 3.C. Underwriting Securities 12,982 825 415,856 449,140 0 3.D. Concentration of Investments 13,025,327 402,169 420,324 0 3.E. Real Estate and Companies that Deal in Real Estate 13,029,860 403,944 414,017 0 3.F. Commodities, Commodity Contracts and Futures Contracts 12,880,991 526,416 440,413 0 3.G. Loans 12,830,297 576,870 440,653 0 3.H. Joint Securities Trading Accounts 12,874,399 517,852 455,569 0 3.I. Exercising Control 13,054,554 332,393 460,873 0 3.J. Other Investment Companies 12,895,371 514,211 438,238 0 3.K. Oil, Gas, and Other Types of Minerals or Mineral Leases 13,010,889 395,127 441,804 0 3.L. Purchases of Securities on Margin 12,708,006 670,323 469,491 0 Voted For Voted Against Abstained Broker Non-Votes 3.M. Short Sales 12,854,906 497,489 495,425 0 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 12,761,472 607,896 478,452 0 3.O. Illiquid or Restricted Securities 12,796,811 558,625 492,384 0 3.P. Unseasoned Companies 12,755,623 574,287 517,910 0 3.Q. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 12,743,384 607,936 496,501 0 3.R. Option Transactions 12,777,674 552,118 518,028 0 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 12,936,793 461,593 449,434 0 4.B. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 12,921,075 411,349 515,396 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Global Tech Port 33/35 AVP-HIGH YIELD PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein High Yield Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 4,174,967 145,148 110,689 0 3.B. Issuing Senior Securities and Borrowing Money 4,123,978 198,914 107,912 0 3.C. Underwriting Securities 4,192,232 120,659 117,913 0 3.D. Concentration of Investments 4,159,026 163,866 107,912 0 3.E. Real Estate and Companies that Deal in Real Estate 4,208,474 113,939 108,391 0 3.F. Commodities, Commodity Contracts and Futures Contracts 4,183,425 180,114 67,266 0 3.G. Loans 4,170,475 169,932 90,398 0 3.H. Joint Securities Trading Accounts 4,180,367 131,734 118,703 0 3.I. Exercising Control 4,248,600 101,003 81,201 0 3.J. Other Investment Companies 4,198,872 137,226 94,706 0 3.K. Purchases of Securities on Margin 4,153,942 184,703 92,159 0 Voted For Voted Against Abstained Broker Non-Votes 3.L. Short Sales 4,164,398 192,849 73,558 0 3.M. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 4,163,266 166,246 101,292 0 3.N. Illiquid or Restricted Securities 4,172,173 150,440 108,191 0 3.O. Purchasing Voting or Other Securities of Issuers 4,223,843 79,867 127,094 0 3.P. Repurchase Agreements 4,206,048 98,126 126,631 0 3.Q. Acquisitions of Certain Preferred Stock and Debt Securities 4,246,661 104,086 80,057 0 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 4,160,406 180,190 90,209 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-High Yield Port 36/38 AVP-SMALL CAP GROWTH PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Small Cap Growth Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 5,885,960 76,652 32,498 0 3.B. Issuing Senior Securities and Borrowing Money 5,826,207 121,935 46,968 0 3.C. Underwriting Securities 5,868,747 86,242 40,121 0 3.D. Concentration of Investments 5,874,816 71,015 49,278 0 3.E. Real Estate and Companies that Deal in Real Estate 5,872,962 72,870 49,278 0 3.F. Commodities, Commodity Contracts and Futures Contracts 5,853,190 90,872 51,048 0 3.G. Loans 5,874,906 70,059 50,145 0 3.H. Joint Securities Trading Accounts 5,873,447 72,385 49,278 0 3.I. Exercising Control 5,877,839 68,979 48,291 0 3.J. Purchases of Securities on Margin 5,858,448 96,548 40,114 0 Voted For Voted Against Abstained Broker Non-Votes 3.K. Short Sales 5,747,168 83,623 164,318 0 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 5,744,823 199,896 50,391 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 5,859,099 81,992 54,018 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Small Cap Gro Port 39/41 AVP-BALANCED WEALTH STRATEGY PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Balanced Wealth Strategy Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 5,175,274 80,564 357,262 0 3.B. Issuing Senior Securities and Borrowing Money 5,360,054 112,490 140,556 0 3.C. Concentration of Investments 5,390,291 82,253 140,556 0 3.D. Real Estate and Companies that Deal in Real Estate 5,439,134 100,178 73,787 0 3.E. Commodities, Commodity Contracts and Futures Contracts 5,445,698 98,490 68,912 0 3.F. Loans 5,445,698 98,490 68,912 0 3.G. Exercising Control 5,400,095 72,449 140,556 0 3.H. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 5,355,178 112,490 145,432 0 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 4,615,020 624,124 373,956 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc AVP-Balanced Wealth Str 42/43 AVP-INTERNATIONAL PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein International Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 4,000,318 125,143 74,584 0 3.B. Issuing Senior Securities and Borrowing Money 3,954,414 151,634 93,997 0 3.C. Underwriting Securities 3,970,101 126,232 103,712 0 3.D. Concentration of Investments 3,985,674 144,896 69,476 0 3.E. Real Estate and Companies that Deal in Real Estate 4,015,598 122,677 61,771 0 3.F. Commodities, Commodity Contracts and Futures Contracts 3,966,010 173,539 60,496 0 3.G. Loans 3,962,952 173,133 63,961 0 3.H. Exercising Control 4,008,834 118,643 72,569 0 3.I. Other Investment Companies 3,980,254 148,794 70,998 0 3.J. Purchases of Securities on Margin 3,906,790 223,253 70,003 0 3.K. Short Sales 3,931,590 196,845 71,610 0 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 3,961,939 149,289 88,817 0 Voted For Voted Against Abstained Broker Non-Votes 3.M. Illiquid or Restricted Securities 3,974,931 147,293 77,822 0 3.N. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 3,931,625 196,143 72,277 0 3.O. Purchasing Voting or Other Securities of Issuers 3,960,797 153,868 85,380 0 3.P. Repurchase Agreements 3,964,701 162,172 73,173 0 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 3,960,159 165,822 74,065 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc International Port 44/47 AVP-INTERNATIONAL VALUE PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein International Value Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 33,823,179 1,065,743 1,240,825 1 3.B. Issuing Senior Securities and Borrowing Money 33,629,771 1,278,785 1,221,191 1 3.C. Concentration of Investments 33,977,539 959,355 1,192,854 1 3.D. Real Estate and Companies that Deal in Real Estate 34,081,553 934,274 1,113,920 1 3.E. Commodities, Commodity Contracts and Futures Contracts 33,572,262 1,420,144 1,137,342 1 3.F. Loans 33,607,220 1,304,672 1,217,855 1 3.G. Exercising Control 34,062,394 848,741 1,218,612 1 3.H. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 33,419,882 1,444,295 1,265,570 1 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 33,583,833 1,247,242 1,298,672 1 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc International Value Port 47/48 AVP-WEALTH APPRECIATION STRATEGY PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Wealth Appreciation Strategy Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 2,502,161 0 145,734 0 3.B. Issuing Senior Securities and Borrowing Money 2,479,137 23,025 145,734 0 3.C. Concentration of Investments 2,644,430 0 3,466 0 3.D. Real Estate and Companies that Deal in Real Estate 2,479,137 23,025 145,734 0 3.E. Commodities, Commodity Contracts and Futures Contracts 2,479,137 23,025 145,734 0 3.F. Loans 2,479,137 23,025 145,734 0 3.G. Exercising Control 2,502,161 0 145,734 0 3.H. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 2,479,137 23,025 145,734 0 4. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 2,472,872 23,025 151,999 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc Wealth Appreciation Str. Pt 49/50 AVP- WORLDWIDE PRIVATIZATION PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Worldwide Privatization Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 2,741,726 1,515 2,380 0 3.B. Issuing Senior Securities and Borrowing Money 2,741,726 1,515 2,380 0 3.C. Concentration of Investments 2,741,726 1,515 2,380 0 3.D. Real Estate and Companies that Deal in Real Estate 2,734,278 8,535 2,807 0 3.E. Commodities, Commodity Contracts and Futures Contracts 2,741,299 1,515 2,807 0 3.F. Loans 2,741,299 1,515 2,807 0 3.G. Joint Securities Trading Accounts 2,741,299 1,942 2,380 0 3.H. Exercising Control 2,741,299 1,515 2,807 0 3.I. Oil, Gas, and Other Types of Minerals or Mineral Leases 2,741,299 1,942 2,380 0 3.J. Purchases of Securities on Margin 2,734,278 8,963 2,380 0 Voted For Voted Against Abstained Broker Non-Votes 3.K. Short Sales 2,734,278 8,963 2,380 0 3.L. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 2,734,278 8,535 2,807 0 3.M. 65% Investment Limitations 2,741,299 1,515 2,807 0 Voted For Voted Against Abstained Broker Non-Votes 4. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 2,741,299 1,515 2,807 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc WORLDWIDE PRIVATIZATION PT 51/53 AVP-GLOBAL DOLLAR GOVERNMENT PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Global Dollar Government Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.B. Issuing Senior Securities and Borrowing Money 1,022,252 44,593 28,313 0 3.D. Concentration of Investments 1,017,131 46,701 31,326 0 3.E. Real Estate and Companies that Deal in Real Estate 1,021,262 43,412 30,484 0 3.F. Commodities, Commodity Contracts and Futures Contracts 1,020,986 43,688 30,484 0 3.G. Loans 1,020,599 46,321 28,238 0 3.I. Exercising Control 1,020,144 44,455 30,559 0 3.K. Oil, Gas, and Other Types of Minerals or Mineral Leases 1,006,622 60,223 28,313 0 3.L. Purchases of Securities on Margin 1,003,575 63,270 28,313 0 3.M. Short Sales 1,003,575 61,024 30,559 0 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 1,003,575 62,607 28,976 0 Voted For Voted Against Abstained Broker Non-Votes 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 1,002,059 62,540 30,599 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc Global Dollar Govt Port 53/56 AVP-TOTAL RETURN PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Total Return Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 8,730,410 132,878 1,019,519 0 3.B. Issuing Senior Securities and Borrowing Money 8,691,848 135,175 1,055,785 0 3.C. Underwriting Securities 8,711,653 149,607 1,021,546 0 3.D. Concentration of Investments 8,730,413 103,537 1,048,857 0 3.E. Real Estate and Companies that Deal in Real Estate 9,456,179 125,166 301,462 0 3.F. Commodities, Commodity Contracts and Futures Contracts 9,385,414 184,483 312,910 0 3.G. Loans 9,371,972 188,210 322,626 0 3.I. Exercising Control 8,777,137 126,321 979,350 0 3.J. Other Investment Companies 8,800,857 141,576 940,374 0 3.L. Purchases of Securities on Margin 8,754,386 176,287 952,134 0 Voted For Voted Against Abstained Broker Non-Votes 3.M. Short Sales 8,766,077 164,592 952,138 0 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 8,724,585 196,861 961,361 0 3.O. Illiquid or Restricted Securities 8,741,323 172,560 968,924 0 3.T. Securities of Issuers in which Officers, Directors, or Partners Have an Interest 8,732,067 199,199 951,541 0 3.V. Purchasing Voting or Other Securities of Issuers 8,792,722 139,831 950,254 0 3.W. Repurchase Agreements 8,831,558 120,876 930,373 0 4.B. The reclassification as non-fundamental and with changes to the Portfolio's investment objectives. 8,737,897 176,988 967,923 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc Total Return Port 57/59 AVP-U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein U.S. Government/High Grade Securities Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 7,289,147 150,910 194,735 0 3.B. Issuing Senior Securities and Borrowing Money 7,220,320 233,041 181,431 0 3.C. Underwriting Securities 7,303,075 146,148 185,569 0 3.D. Concentration of Investments 7,309,311 144,803 180,678 0 3.E. Real Estate and Companies that Deal in Real Estate 7,294,676 158,322 181,794 0 3.F. Commodities, Commodity Contracts and Futures Contracts 7,273,794 158,322 202,676 0 3.G. Loans 7,273,915 151,495 209,381 0 3.H. Joint Securities Trading Accounts 7,273,456 160,448 200,888 0 3.I. Exercising Control 7,323,735 119,037 192,020 0 3.J. Other Investment Companies 7,245,656 202,013 187,123 0 3.L. Purchases of Securities on Margin 7,259,621 210,108 165,063 0 3.M. Short Sales 7,205,689 257,544 171,558 0 Voted For Voted Against Abstained Broker Non-Votes 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 7,255,414 216,512 162,867 0 3.O. Illiquid or Restricted Securities 7,263,780 196,340 174,673 0 3.S. 65% Investment Limitations 7,319,338 148,438 167,016 0 3.V. Purchasing Voting or Other Securities of Issuers 7,250,617 200,406 183,769 0 3.W. Repurchase Agreements 7,266,833 166,845 201,114 0 3.Y. Acquisitions of Certain Preferred Stock and Debt Securities 7,263,126 199,903 171,763 0 3.Z. Investments in Government Securities Consistent with Internal Revenue Code Requirements 7,306,752 158,270 169,770 0 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective 7,253,301 183,377 198,114 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc U.S. Govt/High Grade Sec Pt 60/62 AVP-U.S. LARGE CAP BLENDED STYLE PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein U.S. Large Cap Blended Style Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 1,235,501 0 146,059 0 3.B. Issuing Senior Securities and Borrowing Money 1,217,434 18,066 146,059 0 3.C. Underwriting Securities 1,217,434 18,066 146,059 0 3.D. Concentration of Investments 1,235,501 0 146,059 0 3.E. Real Estate and Companies that Deal in Real Estate 1,217,434 18,066 146,059 0 3.F. Commodities, Commodity Contracts and Futures Contracts 1,235,501 0 146,059 0 3.G. Loans 1,217,434 18,066 146,059 0 3.L. Purchases of Securities on Margin 1,217,434 18,066 146,059 0 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 1,217,434 18,066 146,059 0 Voted For Voted Against Abstained Broker Non-Votes 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 1,226,699 8,802 146,059 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc U.S. Large Cap Blended Style Port 63/65 AVP-VALUE PORTFOLIO RESULTS OF SHAREHOLDERS MEETING (unaudited) A Special Stockholder Meeting of the AllianceBernstein Variable Products Series Fund, Inc.- AllianceBernstein Value Portfolio (the "Portfolio") was held on November 15, 2005 and adjourned until December 6, 2005. At the December 6, 2005 Meeting, each item of business was approved. A description of each proposal and number of shares voted at the Meeting is as follows: Voted For Withheld Authority 1.The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. Ruth Block 340,957,741 10,273,156 David H. Dievler 340,333,752 10,897,144 John H. Dobkin 340,541,359 10,689,538 Michael J. Downey 340,895,582 10,335,314 William H. Foulk, Jr. 340,477,311 10,753,585 D. James Guzy 340,313,267 10,917,629 Marc O. Mayer 340,857,320 10,373,576 Marshall C. Turner, Jr. 340,480,301 10,750,596 Voted For Voted Against Abstained Broker Non-Votes 2.The amendment and restatement of the Fund's charter, which repealed in its entirety all currently existing charter provisions and substituted in lieu thereof new provisions set forth in the Form of Articles of Amendment and Restatement attached to the Fund's Proxy Statement as Appendix D. 329,393,925 7,649,880 14,187,088 0 Voted For Voted Against Abstained Broker Non-Votes 3.The amendment, elimination, or reclassification as non-fundamental of the fundamental investment restrictions regarding: 3.A. Diversification 12,368,489 320,666 598,180 0 3.B. Issuing Senior Securities and Borrowing Money 12,422,031 283,912 581,392 0 3.D. Concentration of Investments 12,517,301 152,593 617,441 0 3.E. Real Estate and Companies that Deal in Real Estate 12,471,321 251,001 565,013 0 3.F. Commodities, Commodity Contracts and Futures Contracts 12,292,624 412,594 582,117 0 3.G. Loans 12,489,574 225,150 572,611 0 3.I. Exercising Control 12,503,510 178,552 605,273 0 3.N. Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 12,500,380 224,288 562,667 0 4.A. The reclassification of the Portfolio's fundamental investment objective as non-fundamental with no change to the investment objective. 12,305,965 398,547 582,796 0 S:\MF_Legal\FUNDS\AVP-Results of Shareholders Mtg for Annual Report -2-06.doc Value Portfolio 66/67