EX-99.77Q1 OTHR EXHB 4 exhibit77q1.txt OTHER ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. EXHIBIT 77Q1 811-05398 FORM OF PLAN OF ACQUISITION AND LIQUIDATION ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. WITH RESPECT TO ITS SERIES ALLIANCEBERNSTEIN BALANCED SHARES PORTFOLIO AND ALLIANCEBERNSTEIN B ALANCED WEALTH STRATEGY PORTFOLIO As of June 11, 2008 This Plan of Acquisition and Liquidation (the ?Plan?) has been adopted by the Board of Directors of AllianceBernstein Variable Products Series Fund, Inc., a Maryland corporation (the ?Corporation?), as of this 11th day of June, 2008, to provide for the reorganization of AllianceBernstein Balanced Shares Portfolio (the ?Acquired Portfolio?) into AllianceBernstein Balanced Wealth Strategy Portfolio (the ?Acquiring Portfolio?). The Acquired Portfolio and the Acquiring Portfolio (together, the ?Portfolios?) are each separate series of the Corporation, an open-end management investment company registered with the Securities and Exchange Commission (the ?SEC?) under the Investment Company Act of 1940, as amended (the ?1940 Act?). The Board of Directors (the ?Board?) has determined that it is in the best interest of the stockholders of the Acquiring Portfolio and the Acquired Portfolio that the Acquired Portfolio transfer all of the assets attributable to its Class A shares held by its stockholders (?Stockholders?) in exchange for Class A shares of equal net asset value of the Acquiring Portfolio (?Class A Acquisition Shares?), transfer all of the assets attributable to its Class B shares held by its Stockholders in exchange for Class B shares of equal net asset value of the Acquiring Portfolio (?Class B Acquisition Shares? and together with Class A Acquisition Shares, the ?Acquisition Shares?) and distribute Class A Acquisition Shares and Class B Acquisition Shares, respectively, of the Acquired Portfolio and that the Corporation redeem the outstanding shares (the ?Acquired Portfolio Shares?) of the Acquired Portfolio, all as provided for below (the ?Acquisition?). In this Plan of Acquisition, any references to a Portfolio taking action shall mean and include all necessary actions of the Corporation on behalf of a Portfolio, unless the context of this Plan of Acquisition or the 1940 Act requires otherwise. The Corporation intends that the Acquisition qualify as a ?reorganization? within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the ?Code?), and any successor provisions, and that with respect to the Acquisition, the Acquiring Portfolio and the Acquired Portfolio will each be a ?party to a reorganization? within the meaning of Section 368(b) of the Code. 1. Definitions In addition to the terms elsewhere defined herein, each of the following terms shall have the meaning indicated for that term as follows: 1933 Act Securities Act of 1933, as amended. Assets All assets of any kind and all interests, rights, privileges and powers of or attributable to the Acquired Portfolio or its shares, as appropriate, whether or not determinable at the Effective Time (as defined herein) and wherever located, including, without limitation, all cash, cash equivalents, securities, claims (whether absolute or contingent, known or unknown, accrued or unaccrued or conditional or unmatured), contract rights and receivables (including dividend and interest receivables) owned by the Acquired Portfolio or attributable to its shares and any deferred or prepaid expense, other than unamortized organizational expenses, shown as an asset on the Acquired Portfolio?s books. Closing Date Such date as the officers of the Corporation shall designate. Effective Time 5:00 p.m., Eastern Time, on the Closing Date, or such other time as the officers of the Corporation shall designate. Financial Statements The audited financial statements of the relevant Portfolio for its most recently completed fiscal year and, if applicable, the unaudited financial statements of that Portfolio for its most recently completed semi-annual period. Liabilities All liabilities, expenses and obligations of any kind whatsoever of the Acquired Portfolio, whether known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured. N-14 Registration Statement The Registration Statement of the Acquiring Portfolio on Form N-14 under the 1940 Act that will register the Acquisition Shares to be issued in the Acquisition. Valuation Time The close of regular session trading on the New York Stock Exchange (?NYSE?) on the Closing Date, when for purposes of the Plan, the Corporation determines the net asset value per Acquisition Share of the Acquiring Portfolio and the net value of the assets of the Acquired Portfolio. NAV A Portfolio?s net asset value is calculated by valuing and totaling assets and then subtracting liabilities and then dividing the balance by the number of shares that are outstanding. 2. Regulatory Filings The Acquiring Portfolio shall promptly prepare and file the N-14 Registration Statement with the SEC, and the Acquiring Portfolio and the Acquired Portfolio also shall make any other required or appropriate filings with respect to the actions contemplated hereby. 3. Transfer of the Acquired Portfolio?s Assets The Acquiring Portfolio and the Acquired Portfolio shall take the following steps with respect to the Acquisition, as applicable: (a) On or prior to the Closing Date, the Acquired Portfolio shall pay or provide for the payment of all of the Liabilities, expenses, costs and charges of or attributable to the Acquired Portfolio that are known to the Acquired Portfolio and that are due and payable prior to or as of the Closing Date. (b) Prior to the Effective Time, except to the extent prohibited by Rule 19b-1 under the 1940 Act, the Acquired Portfolio will declare to Acquired Portfolio Stockholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing (a) all the excess of (i) the Acquired Portfolio?s investment income excludable from gross income under Section 103(a) of the Code over (ii) the Acquired Portfolio?s deductions disallowed under Sections 265 and 171(a)(2) of the Code, (b) all of the Acquired Portfolio?s investment company taxable income (as defined in Code Section 852), (computed in each case without regard to any deduction for dividends paid), and (c) all of the Acquired Portfolio?s net realized capital gain (as defined in Code Section 1222), if any (after reduction for any capital loss carryover), for the taxable year ending on December 31, 2007 and for the short taxable year beginning on January 1, 2008, and ending on the Closing Date. Such dividends will be declared and paid to ensure continued qualification of the Acquired Portfolio as a ?regulated investment company? for tax purposes and to eliminate fund- level tax. (c) At the Effective Time, the Acquired Portfolio shall assign, transfer, deliver and convey the Assets to the Acquiring Portfolio, subject to the Liabilities, and the Acquiring Portfolio shall then accept the Assets and assume the Liabilities such that at and after the Effective Time (i) the Assets at and after the Effective Time shall become and be assets of the Acquiring Portfolio, and (ii) the Liabilities at the Effective Time shall attach to the Acquiring Portfolio, and shall be enforceable against the Acquiring Portfolio to the same extent as if initially incurred by the Acquiring Portfolio. The Corporation shall redeem the outstanding shares of the Acquired Portfolio by issuance of shares of Acquiring Portfolio as described more fully below. (d) Within a reasonable time prior to the Closing Date, the Acquired Portfolio shall provide, if requested, a list of the Assets to the Acquiring Portfolio. The Acquired Portfolio may sell any asset on such list prior to the Effective Time. After the Acquired Portfolio provides such list, the Acquired Portfolio will not acquire any additional securities or permit to exist any encumbrances, rights, restrictions or claims not reflected on such list, without the approval of the Acquiring Portfolio. Within a reasonable time after receipt of the list and prior to the Closing Date, the Acquiring Portfolio will advise the Acquired Portfolio in writing of any investments shown on the list that the Acquiring Portfolio has determined to be inconsistent with its investment objective, policies and restrictions. The Acquired Portfolio will dispose of any such securities prior to the Closing Date to the extent practicable and consistent with applicable legal requirements, including the Acquired Portfolio?s investment objectives, policies and restrictions. In addition, if the Acquiring Portfolio determines that, as a result of the Acquisition, the Acquiring Portfolio would own an aggregate amount of an investment that would exceed a percentage limitation applicable to the Acquiring Portfolio, the Acquiring Portfolio will advise the Acquired Portfolio in writing of any such limitation and the Acquired Portfolio shall dispose of a sufficient amount of such investment as may be necessary to avoid the limitation as of the Effective Time, to the extent practicable and consistent with applicable legal requirements, including the Acquired Portfolio?s investment objectives, policies and restrictions. (e) The Acquired Portfolio shall assign, transfer, deliver and convey the Assets to the Acquiring Portfolio at the Effective Time on the following basis: (1) The value of the Assets less the Liabilities of the Acquired Portfolio attributable to shares of Class A held by Stockholders and shares of Class B held by Stockholders, determined as of the Valuation Time, shall be divided by the then NAV of one Class A and Class B Acquisition Share, as applicable, and, in exchange for the transfer of the Assets, the Acquiring Portfolio shall simultaneously issue and deliver to the Acquired Portfolio the number of Class A and Class B Acquisition Shares (including fractional shares) so determined, rounded to the second decimal place or such other decimal place as the officers of the Corporation shall designate; (2) The NAV of Class A and Class B Acquisition Shares to be delivered to the Acquired Portfolio shall be determined as of the Valuation Time in accordance with the Acquiring Portfolio?s then applicable valuation procedures, and the net value of the Assets to be conveyed to the Acquiring Portfolio shall be determined as of the Valuation Time in accordance with the then applicable valuation procedures of the Acquired Portfolio; and (3) The portfolio securities of the Acquired Portfolio shall be made available by the Acquired Portfolio to The Bank of New York, as custodian for the Acquiring Portfolio (the ?Custodian?), for examination no later than five business days preceding the Valuation Time. On the Closing Date, such portfolio securities and all the Acquired Portfolio?s cash shall be delivered by the Acquired Portfolio to the Custodian for the account of the Acquiring Portfolio, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department?s book-entry system or by The Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of the Custodian, or shall be wired to an account pursuant to instructions provided by the Acquiring Portfolio. (f) Promptly after the Closing Date, the Acquired Portfolio will deliver to the Acquiring Portfolio a Statement of Assets and Liabilities of the Acquired Portfolio as of the Closing Date. 4. Termination of the Acquired Portfolio, Registration of Acquisition Shares and Access to Records The Acquired Portfolio and the Acquiring Portfolio also shall take the following steps, as applicable: (a) At or as soon as reasonably practical after the Effective Time, the Acquired Portfolio shall terminate by transferring pro rata to its Class A Stockholders of record Class A Acquisition Shares received by the Acquired Portfolio pursuant to Section 3(e)(1) of this Plan and to its Class B Stockholders of record Class B Acquisition Shares received by the Acquired Portfolio pursuant to Section 3(e)(1) of this Plan. The Acquiring Portfolio shall establish accounts on its share records and note on such accounts the names of the former Acquired Portfolio Stockholders and the types and amounts of the Acquisition Shares that former Acquired Portfolio Stockholders are due based on their respective holdings of the Acquired Portfolio Shares as of the close of business on the Closing Date. Fractional Acquisition Shares shall be carried to the second decimal place. The Acquiring Portfolio shall not issue certificates representing the Acquisition Shares in connection with such exchange. All issued and outstanding Acquired Portfolio Shares will be simultaneously redeemed and cancelled on the books of the Acquired Portfolio. Ownership of the Acquisition Shares will be shown on the books of the Acquiring Portfolio?s transfer agent. Following distribution by the Acquired Portfolio to its Stockholders of all Acquisition Shares delivered to the Acquired Portfolio, the Acquired Portfolio shall wind up its affairs and shall take all steps as are necessary and proper to terminate as soon as is reasonably possible after the Effective Time. (b) At and after the Closing Date, the Acquired Portfolio shall provide the Acquiring Portfolio and its transfer agent with immediate access to: (i) all records containing the names, addresses and taxpayer identification numbers of all of the Acquired Portfolio?s Stockholders and the number and percentage ownership of the outstanding shares of the Acquired Portfolio owned by Stockholders as of the Effective Time, and (ii) all original documentation (including all applicable Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Acquired Portfolio Stockholders? taxpayer identification numbers and their liability for or exemption from back-up withholding. The Acquired Portfolio shall preserve and maintain, or shall direct its service providers to preserve and maintain, records with respect to the Acquired Portfolio as required by Section 31 of, and Rules 31a-1 and 31a-2 under, the 1940 Act. 5. Conditions to Consummation of the Acquisition The consummation of the Acquisition shall be subject to the following conditions precedent: (a) There shall have been no material adverse change in the financial condition, results of operations, business, properties or assets of the Acquiring Portfolio or the Acquired Portfolio since the date of the most recent Financial Statements. Negative investment performance shall not be considered a material adverse change. (b) The Corporation shall have received an opinion of Seward & Kissel LLP, substantially to the effect that for federal income tax purposes: (1) The Acquisition will constitute a ?reorganization? within the meaning of Section 368(a) of the Code and that the Acquiring Portfolio and the Acquired Portfolio will each be ?a party to a reorganization? within the meaning of Section 368(b) of the Code; (2) A Stockholder of the Acquired Portfolio will recognize no gain or loss on the exchange of the Stockholder?s shares of the Acquired Portfolio solely for Acquisition Shares; (3) Neither the Acquired Portfolio nor the Acquiring Portfolio will recognize any gain or loss upon the transfer of all of the Assets to the Acquiring Portfolio in exchange for Acquisition Shares and the assumption by the Acquiring Portfolio of the Liabilities pursuant to this Plan or upon the distribution of Acquisition Shares to Stockholders of the Acquired Portfolio in exchange for their respective shares of the Acquired Portfolio; (4) The holding period and tax basis of the Assets acquired by the Acquiring Portfolio will be the same as the holding period and tax basis that the Acquired Portfolio had in such Assets immediately prior to the Acquisition; (5) The aggregate tax basis of Acquisition Shares received in connection with the Acquisition by each Stockholder of the Acquired Portfolio (including any fractional share to which the Stockholder may be entitled) will be the same as the aggregate tax basis of the shares of the Acquired Portfolio surrendered in exchange therefor, and increased by any gain recognized on the exchange; (6) The holding period of Acquisition Shares received in connection with the Acquisition by each Stockholder of the Acquired Portfolio (including any fractional share to which the stockholder may be entitled) will include the holding period of the shares of the Acquired Portfolio surrendered in exchange therefor, provided that such Acquired Portfolio shares constitute capital assets in the hands of the Stockholder as of the Closing Date; and (7) The Acquiring Portfolio will succeed to the capital loss carryovers of the Acquired Portfolio but the use of the Acquiring Portfolio?s existing capital loss carryovers (as well as the carryovers of the Acquired Portfolio) may be subject to limitation under Section 383 of the Code after the Acquisition. The opinion will be based on certain factual certifications made by officers of the Portfolios and will also be based on customary assumptions and subject to certain qualifications. The opinion is not a guarantee that the tax consequences of the Acquisition will be as described above. Notwithstanding this subparagraph (b), Seward & Kissel LLP will express no view with respect to the effect of the Acquisition on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. Each Portfolio shall provide additional factual representations to Seward & Kissel LLP with respect to the Portfolios that are reasonably necessary to enable Seward & Kissel LLP to deliver the tax opinion. Notwithstanding anything in this Plan to the contrary, neither Portfolio may waive in any material respect the conditions set forth under this subparagraph (b). (c) The N-14 Registration Statement shall have become effective under the 1933 Act as to the Acquisition Shares, and the SEC shall not have instituted and, to the knowledge of the Acquiring Portfolio, is not contemplating instituting any stop order suspending the effectiveness of the N-14 Registration Statement. (d) No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with the Acquisition. (e) The SEC shall not have issued any unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Acquisition under Section 25(c) of the 1940 Act. (f) The Acquired Portfolio shall have received a letter from AllianceBernstein L.P. (the ?Adviser?) with respect to insurance matters in form and substance satisfactory to the Acquired Portfolio. (g) The Acquiring Portfolio shall have received a letter from the Adviser agreeing to indemnify the Acquiring Portfolio in respect of certain liabilities of the Acquired Portfolio in form and substance satisfactory to the Acquiring Portfolio. 6. Closing (a) The Closing shall be held at the offices of the Corporation, 1345 Avenue of the Americas, New York, New York 10105, or at such other place as the officers of the Corporation may designate. (b) In the event that at the Valuation Time (i) the NYSE shall be closed to trading or trading thereon shall be restricted, or (ii) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Portfolio or the Acquiring Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Time, this Plan may be terminated by the Board. (c) The Acquiring Portfolio will provide to the Acquired Portfolio evidence satisfactory to the Acquired Portfolio that Acquisition Shares issuable pursuant to the Acquisition have been credited to the Acquired Portfolio?s account on the books of the Acquiring Portfolio. After the Closing Date, the Acquiring Portfolio will provide to the Acquired Portfolio evidence satisfactory to the Acquired Portfolio that such Shares have been credited pro rata to open accounts in the names of the Acquired Portfolio Stockholders. (d) At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by this Plan. 7. Termination of Plan A majority of the Corporation?s Board may terminate this Plan before the applicable Effective Time if: (i) any of the conditions precedent set forth herein are not satisfied; or (ii) the Board determines that the consummation of the Acquisition is not in the best interests of either Portfolio or its Stockholders. 8. Termination of the Acquired Portfolio If the Acquisition is consummated, the Acquired Portfolio shall terminate its registration under the 1940 Act and the 1933 Act and will terminate. 9. Expenses The Acquisition expenses shall be borne [_________________________________]. SK 00250 0292 879786 ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. EXHIBIT 77Q1 811-05398 AVP-BALANCED WEALTH Acquisition of Assets of AVP- Balanced Shares by AVP-Balanced Wealth RESOLVED, that the form and provisions of the Plan of Acquisition and Liquidation (the "Plan") between AllianceBernstein Variable Products Series Fund, Inc.-Balanced Wealth Strategy Portfolio and AllianceBernstein Variable Products Series Fund, Inc.-Balanced Shares Portfolio (the "constituent parties"), governing the proposed acquisition of the assets of AVP-Balanced Shares by AVP-Balanced Wealth, the form of which was presented to, and is directed to be filed with the minutes of, this Meeting are hereby declared advisable, authorized, and approved, and that the Chairman, the President, any Vice President and the Secretary or Assistant Secretary is hereby authorized and instructed in the name and on behalf of AVP-Balanced Wealth to execute and deliver to AVP-Balanced Shares the Plan substantially in the form presented to and filed with the minutes of the Meeting, with such changes as the officers implementing the same shall in their discretion determine to be necessary, convenient or appropriate to carry the Plan into effect, such determination and this Board's authorization thereof to be conclusively demonstrated by their affixing their signatures thereto; RESOLVED, that, on the basis of the materials reviewed and the matters discussed at this Meeting and in preparation for this Meeting, the Directors hereby determine, pursuant to the requirements of Rule 17a-8 under the Act, as amended, that (i) participation in the transactions contemplated by the Plan is in the best interests of AVP-Balanced Wealth and (ii) the interests of the existing stockholders of AVP-Balanced Wealth will not be diluted as a result of its effecting such transactions, having taken into account the respective investment objectives and policies of the constituent parties, the fees and expenses to be borne by the constituent parties in connection with the transactions contemplated by the Plan, the current portfolio composition of the constituent parties, the undistributed realized long-term gains and losses of the constituent parties, federal income tax consequences of the acquisition to stockholders, any tax benefits available to any of the constituent parties, the average stockholder's account size, and other relevant factors; RESOLVED, that the Secretary of AVP-Balanced Wealth is hereby authorized and directed, in the name and on behalf of AVP- Balanced Wealth, to prepare and file or cause to be filed prospectus supplements or post-effective amendments to AVP-Balanced Wealth?s registration statement, as deemed necessary or appropriate, in connection with the transactions contemplated by these resolutions; Registration Statement on Form N-14 RESOLVED, that the filing with the Commission of a Registration Statement on Form N- 14 for purposes of registering the shares of common stock of AVP- Balanced Wealth to be issued pursuant to the Plan is hereby approved and that each of the appropriate officers or Directors of AVP-Balanced Wealth is hereby authorized and directed to prepare, execute and file with the Commission the Registration Statement on Form N-14, including any and all amendments thereof and supplements thereto, to be in such form as the officer or Director executing the same shall approve, such approval to be conclusively evidenced by his or her execution thereof; Issuance of Shares of Common Stock RESOLVED, that a sufficient number of shares of the authorized but unissued common stock of AVP- Balanced Wealth shall be and hereby is reserved for issuance upon the closing of the transactions contemplated in the Plan and that the issuance of shares of common stock of AVP-Balanced Wealth as contemplated in the Plan is hereby authorized, on the conditions that the actual value of the consideration to be received by AVP-Balanced Wealth for such shares will have a value in the aggregate equal to the net assets of AVP-Balanced Shares and that when such shares are issued pursuant to the Plan, they will be validly issued, fully paid and non- assessable; RESOLVED, that the appropriate officers of AVP- Balanced Wealth be, and each of them hereby is, authorized and empowered in the name and on behalf of AVP-Balanced Wealth to take such action as may be necessary to cause the shares of common stock of AVP-Balanced Wealth to be issued pursuant to the Plan; General Authorization RESOLVED, that the corporate seal of AVP may be affixed to any instrument or document executed pursuant to the foregoing resolutions; and RESOLVED, that in addition to and without limiting the foregoing, the officers of AVP- Balanced Wealth be, and each of them hereby is, authorized and empowered, in the name and on behalf of AVP-Balanced Wealth, to make all such arrangements, to do and perform all such acts and things, as they may deem necessary or appropriate in order to effectuate fully the purpose of each and all of the foregoing resolutions. AVP-BALANCED SHARES Sale of Assets and Dissolution of AVP-Balanced Shares RESOLVED, that the form and provisions of the Plan of Acquisition and Liquidation (the "Plan") between AllianceBernstein Variable Products Series Fund, Inc. ? Balanced Wealth Strategy Portfolio and AllianceBernstein Variable Products Series Fund, Inc.-Balanced Shares Portfolio (the "constituent parties"), governing the proposed acquisition of the assets of AVP- Balanced Shares by AVP-Balanced Wealth, the form of which was presented to, and is directed to be filed with the minutes of, this Meeting and the subsequent dissolution of AVP-Balanced Shares are hereby declared advisable, authorized, and approved, and that the Chairman, the President, any Vice President and the Secretary or Assistant Secretary is hereby authorized and instructed in the name and on behalf of AVP- Balanced Shares to execute and deliver to AVP-Balanced Wealth the Plan substantially in the form presented to and filed with the minutes of the Meeting, with such changes as the officers implementing the same shall in their discretion determine to be necessary, convenient or appropriate to carry the Plan into effect, such determination and this Board's authorization thereof to be conclusively demonstrated by their affixing their signatures thereto; RESOLVED, that the transfer of all of the assets of AVP- Balanced Shares to AVP-Balanced Wealth pursuant to the Plan is hereby authorized and approved in accordance with Section 3-104(a)(5) of the MGCL; RESOLVED, that the proper officers of AVP-Balanced Shares be and they are, and each of them is, hereby authorized to cause AVP-Balanced Shares to exchange the assets of AVP-Balanced Shares for shares of the applicable classes of common stock of AVP-Balanced Wealth and to distribute such shares of common stock to the stockholders of AVP-Balanced Shares in complete liquidation and dissolution thereof, all in accordance with the terms and subject to the conditions contained in the Plan; RESOLVED, that, on the basis of the materials reviewed and the matters discussed at this Meeting and in preparation for this Meeting, the Directors of AVP-Balanced Shares hereby determine, pursuant to the requirements of Rule 17a-8 under the Act, as amended, that (i) participation in the transactions contemplated by the Plan is in the best interests of AVP-Balanced Shares and (ii) the interests of the existing stockholders of AVP- Balanced Shares will not be diluted as a result of its effecting such transactions, having taken into account the respective investment objectives and policies of the constituent parties, the fees and expenses to be borne by the constituent parties in connection with the transactions contemplated by the Plan, the current portfolio composition of the constituent parties, the undistributed realized long-term gains and losses of the constituent parties, federal income tax consequences of the acquisition to stockholders, any tax benefits available to any of the constituent parties, the average stockholder's account size, and other relevant factors; RESOLVED, that the Secretary of AVP-Balanced Shares is hereby authorized and directed, in the name and on behalf of AVP- Balanced Shares, to prepare and file or cause to be filed prospectus supplements or post-effective amendments to AVP-Balanced Shares? registration statement, as deemed necessary or appropriate, in connection with the transactions contemplated by these resolutions; Dividend RESOLVED, that pursuant to the Plan, for the purpose of eliminating all liability for corporate-level tax imposed pursuant to Subchapter M of the Internal Revenue Code of 1986, as amended, AVP-Balanced Shares, as necessary, hereby is authorized to declare a dividend or dividends payable on the liquidation date of AVP-Balanced Shares (or such other date determined by the constituent parties prior to the liquidation date) to AVP- Balanced Shares stockholders of record for such taxable years as may be applicable, said payments to supersede any schedule previously approved by the Board of Directors; Registration Statement on Form N- 14 RESOLVED, that the Board of Directors hereby approves the form of the prospectus as part of the Registration Statement on Form N-14 to be filed by AVP-Balanced Wealth for purposes of registering the shares of common stock of AVP- Balanced Wealth to be issued pursuant to the Plan, subject to such changes in form and substance as may be approved by any officer or officers of AVP-Balanced Shares; and General Authorization RESOLVED, that the corporate seal of AVP may be affixed to any instrument or document executed pursuant to the foregoing resolutions; and RESOLVED, that in addition to and without limiting the foregoing, the officers of AVP- Balanced Shares be, and each of them hereby is, authorized and empowered, in the name and on behalf of AVP-Balanced Shares, to make all such arrangements, to do and perform all such acts and things, as they may deem necessary or appropriate in order to effectuate fully the purpose of each and all of the foregoing resolutions. ablegal - 1501115 v1 25 ablegal - 1501115 v1