-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TZNXgMdxCBs59oe1TrcjjDaXFSxnsiWP7t78dE3AN69h7JO1YpW+p8WYQ7XlOhSZ 3dsX8aQIKDRz02MJWKbjpw== 0000936772-02-000338.txt : 20020822 0000936772-02-000338.hdr.sgml : 20020822 20020822160734 ACCESSION NUMBER: 0000936772-02-000338 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE VARIABLE PRODUCTS SERIES FUND INC CENTRAL INDEX KEY: 0000825316 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-30D SEC ACT: 1940 Act SEC FILE NUMBER: 811-05398 FILM NUMBER: 02745883 BUSINESS ADDRESS: STREET 1: 500 PLAZA DRIVE STREET 2: 1345 AVENUE OF THE AMERICAS 31ST FL CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2013194105 MAIL ADDRESS: STREET 1: ALLIANCE CAPITAL MANGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 N-30D 1 edg8129.txt VARP TOTAL RETURN ALLIANCE VARIABLE PRODUCTS SERIES FUND TOTAL RETURN PORTFOLIO ALLIANCE VARIABLE PRODUCTS SERIES FUND TOTAL RETURN PORTFOLIO SEMI-ANNUAL REPORT JUNE 30, 2002 INVESTMENT PRODUCTS OFFERED o ARE NOT FDIC INSURED o MAY LOSE VALUE o ARE NOT BANK GUARANTEED TOTAL RETURN PORTFOLIO TEN LARGEST HOLDINGS June 30, 2002 (unaudited) Alliance Variable Products Series Fund _______________________________________________________________________________ PERCENT OF COMPANY U.S. $ VALUE NET ASSETS - ------------------------------------------------------------------------------- U.S. Treasury Notes $ 31,934,064 17.5% Federal National Mortgage Assoc. 5,591,640 3.1 U.S. Treasury Bonds 5,000,418 2.7 Citigroup, Inc. 4,607,635 2.5 J.P. Morgan Chase & Co. 4,409,600 2.4 Union Pacific Corp. 4,150,781 2.3 Household International, Inc. 3,976,000 2.2 Bank of America Corp. 3,693,900 2.0 AT&T Corp. 3,489,937 1.9 BP Plc (ADR) 3,281,850 1.8 $ 70,135,825 38.4% 1 TOTAL RETURN PORTFOLIO PORTFOLIO OF INVESTMENTS June 30, 2002 (unaudited) Alliance Variable Products Series Fund _______________________________________________________________________________ Company Shares U.S. $ Value - ------------------------------------------------------------------------------- COMMON STOCKS-54.9% FINANCE-16.3% BANKING - MONEY CENTERS-2.4% J.P. Morgan Chase & Co. 130,000 $ 4,409,600 BANKS - REGIONAL-3.4% Bank of America Corp. 52,500 3,693,900 Bank One Corp. 50,000 1,924,000 KeyCorp. 25,000 682,500 ------------ 6,300,400 BROKERAGE & MONEY MANAGEMENT-1.1% Merrill Lynch & Co., Inc. 50,000 2,025,000 INSURANCE-1.5% ACE, Ltd. 27,500 869,000 American International Group, Inc. 27,500 1,876,325 ------------ 2,745,325 MORTGAGE BANKING-2.7% Fannie Mae 30,000 2,212,500 The PMI Group, Inc. 28,300 1,081,060 Washington Mutual, Inc. 42,500 1,577,175 ------------ 4,870,735 MISCELLANEOUS-5.2% Citigroup, Inc. 117,500 4,553,125 Household International, Inc. 80,000 3,976,000 MBNA Corp. 26,750 884,622 ------------ 9,413,747 ------------ 29,764,807 HEALTH CARE-8.8% DRUGS-4.6% Pfizer, Inc. 90,000 3,150,000 Schering-Plough Corp. 90,000 2,214,000 Wyeth 61,000 3,123,200 ------------ 8,487,200 MEDICAL PRODUCTS-0.4% Abbott Laboratories 19,500 734,175 MEDICAL SERVICES-3.8% Cardinal Health, Inc. 25,000 1,535,250 HCA Healthcare Corp. 32,500 1,543,750 Tenet Healthcare Corp. (a) 35,000 2,504,250 WellPoint Health Networks (a) 16,500 1,283,865 ------------ 6,867,115 ------------ 16,088,490 ENERGY-5.9% DOMESTIC INTEGRATED-1.0% Occidental Petroleum Corp. 28,000 839,720 Phillips Petroleum Co. 17,500 1,030,400 ------------ 1,870,120 DOMESTIC PRODUCERS-1.3% Apache Corp. 8,700 500,076 Kerr-McGee Corp. 35,000 1,874,250 ------------ 2,374,326 INTERNATIONAL-2.3% BP Plc (ADR) (United Kingdom) 65,000 3,281,850 Exxon Mobil Corp. 20,500 838,860 ------------ 4,120,710 OIL SERVICE-0.7% GlobalSantaFe Corp. 12,500 341,875 Transocean Sedco Forex, Inc. 27,500 856,625 ------------ 1,198,500 MISCELLANEOUS-0.6% Dynegy, Inc. 157,000 1,130,400 ------------ 10,694,056 TECHNOLOGY-5.8% COMMUNICATION EQUIPMENT-1.1% Juniper Networks, Inc. 217,500 1,228,875 Lucent Technologies, Inc. (a) 163,300 271,078 QUALCOMM, Inc. (a) 23,100 635,019 ------------ 2,134,972 COMPUTER SERVICES-1.1% First Data Corp. 53,000 1,971,600 CONTRACT MANUFACTURING-1.2% Flextronics International, Ltd. (Singapore) (a) 38,050 271,297 Sanmina Corp. (a) 125,000 788,750 Solectron Corp. (a) 175,000 1,076,250 ------------ 2,136,297 SEMI-CONDUCTOR COMPONENTS-1.9% Altera Corp. (a) 130,000 1,768,000 Micron Technology, Inc. (a) 85,000 1,718,700 ------------ 3,486,700 SOFTWARE-0.5% Amdocs, Ltd. (Guerensey) (a) 46,400 350,320 VERITAS Software Corp. (a) 27,500 544,225 ------------ 894,545 ------------ 10,624,114 CONSUMER STAPLES-5.8% BEVERAGES-1.6% Anheuser Busch Cos., Inc. 57,500 2,875,000 COSMETICS-1.7% Avon Products, Inc. 57,500 3,003,800 RETAIL - FOOD & DRUG-0.9% Kroger Co. (a) 85,000 1,691,500 2 Alliance Variable Products Series Fund _______________________________________________________________________________ Shares or Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- TOBACCO-1.6% Philip Morris Cos., Inc. 67,500 $ 2,948,400 ------------ 10,518,700 UTILITIES-4.5% ELECTRIC & GAS UTILITIES-1.3% Ameren Corp. 18,500 795,685 Constellation Energy Group 35,000 1,026,900 Reliant Energy, Inc. 29,630 500,747 ------------ 2,323,332 TELEPHONE UTILITIES-3.2% AT&T Corp. 300,000 3,210,000 BellSouth Corp. 25,000 787,500 SBC Communications, Inc. 50,000 1,525,000 Sprint Corp. 35,900 380,899 ------------ 5,903,399 ------------ 8,226,731 TRANSPORTATION-2.3% RAILROAD-2.3% Burlington Northern Santa Fe Corp. 27,500 825,000 Union Pacific Corp. 53,300 3,372,824 ------------ 4,197,824 CAPITAL GOODS-1.8% MISCELLANEOUS-1.8% General Electric Co. 60,000 1,743,000 United Technologies Corp. 23,500 1,595,650 ------------ 3,338,650 CONSUMER SERVICES-1.6% BROADCASTING & CABLE-0.5% Comcast Corp. Cl.A (a) 38,500 917,840 CELLULAR COMMUNICATIONS-0.1% Sprint Corp. (PCS Group) (a) 37,800 168,966 ENTERTAINMENT & LEISURE-0.5% Carnival Corp. 34,000 941,460 RETAIL - GENERAL MERCHANDISE-0.5% Sears, Roebuck & Co. 17,500 950,250 ------------ 2,978,516 MULTI-INDUSTRY COMPANIES-1.1% Tyco International, Ltd. 145,000 1,958,950 BASIC INDUSTRIES-1.0% CHEMICALS-1.0% E.I. du Pont de Nemours & Co. 22,500 999,000 Lyondell Chemical Co. 54,500 822,950 ------------ 1,821,950 Total Common Stocks (cost $109,126,572) 100,212,788 U.S. GOVERNMENT & AGENCY OBLIGATIONS-23.3% Federal National Mortgage Assoc. 5.00%, 1/15/07 $2,000 2,054,580 6.00%, 12/15/05 1,000 1,067,820 6.625%, 10/15/07 2,250 2,469,240 U.S. Treasury Bonds 6.25%, 8/15/23 1,400 1,499,988 6.875%, 8/15/25 1,650 1,901,675 8.125%, 8/15/21 35 45,165 11.25%, 2/15/15 1,000 1,553,590 U.S. Treasury Notes 3.50%, 1/15/11 3,099 3,206,566 3.625%, 1/15/08 890 931,907 4.625%, 5/15/06 7,125 7,338,750 4.875%, 2/15/12 325 326,219 5.00%, 2/15/11 4,000 4,067,680 5.625%, 5/15/08 (b) 5,800 6,190,572 5.75%, 8/15/03 50 51,992 5.75%, 8/15/10 1,000 1,069,680 6.25%, 2/15/07 4,600 5,033,458 6.875%, 5/15/06 2,750 3,053,022 7.50%, 2/15/05 600 664,218 Total U.S. Government & Agency Obligations (cost $41,257,728) 42,526,122 CORPORATE DEBT OBLIGATIONS-18.9% AEROSPACE/DEFENSE-0.2% Northrop Grumman Corp. 7.125%, 2/15/11 225 240,025 Raytheon Co. 8.20%, 3/01/06 150 165,546 ------------ 405,571 AUTOMOTIVE-0.0% Federal Mogul Corp. 7.875%, 7/01/10 (c)(d) 125 27,344 3 TOTAL RETURN PORTFOLIO PORTFOLIO OF INVESTMENTS (continued) Alliance Variable Products Series Fund _______________________________________________________________________________ Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- BANKING-2.5% Abbey National Capital Trust I Plc 8.963%, 12/29/49 $ 66 $ 76,454 Bank One Corp. 7.875%, 8/01/10 200 227,233 Barclays Bank Plc 8.55%, 9/29/49 (e) 50 57,660 Citicorp 6.375%, 11/15/08 500 527,549 Citigroup, Inc. 7.25%, 10/01/10 50 54,510 Development Bank of Singapore 7.125%, 5/15/11 (e) 500 529,385 First Massachusetts Bank 7.625%, 6/15/11 200 215,851 First Union Capital II 7.95%, 11/15/29 150 162,589 First Union National Bank 7.80%, 8/18/10 400 448,404 FMR Corp. 7.57%, 6/15/29 140 152,586 HSBC Capital Funding LP 10.176%, 6/30/30 (d)(e)(f) 560 719,124 Sanwa Bank, Ltd. 7.40%, 6/15/11 400 382,400 Unicredito Italiano Capital Trust 9.20%, 10/05/10 (e) 250 291,775 US Bancorp 7.50%, 6/01/26 400 434,363 Zions Financial Corp. 6.95%, 5/15/06 200 205,481 ------------ 4,485,364 BROADCASTING/MEDIA-0.4% AT&T Corp. - Liberty Media Corp. 8.25%, 2/01/30 250 233,607 Clear Channel Communications, Inc. 7.875%, 6/15/05 150 157,923 Liberty Media Corp. 7.875%, 7/15/09 150 151,035 News America Holdings, Inc. 8.25%, 10/17/96 60 59,093 Time Warner, Inc. 7.75%, 6/15/05 140 147,275 ------------ 748,933 BUILDING/REAL ESTATE-0.3% Beazer Homes 8.375%, 4/15/12 100 101,500 CRH America, Inc. 6.95%, 3/15/12 250 263,394 EOP Operating LP 8.375%, 3/15/06 35 38,711 Meritage Corp. 9.75%, 6/01/11 100 104,250 ------------ 507,855 CABLE-0.2% Charter Communications Holdings, Inc. 10.00%, 5/15/11 200 136,000 10.00%, 4/01/09 (e) 100 69,500 Cox Communications, Inc. 7.75%, 11/01/10 200 190,512 ------------ 396,012 CHEMICALS-0.1% Praxair, Inc. 6.375%, 4/01/12 250 259,702 COMMUNICATIONS-1.6% AT&T Canada, Inc. 7.65%, 9/15/06 400 50,000 AT&T Corp. 7.30%, 11/15/11 (e) 100 83,155 8.00%, 11/15/31 (e) 250 196,782 British Telecommunications Plc 8.375%, 12/15/10 700 763,137 8.875%, 12/15/30 350 382,463 KPN NV 8.375%, 10/01/30 500 483,405 Paramount Communications, Inc. 7.50%, 7/15/23 300 295,319 Qwest Capital Funding, Inc. 5.875%, 8/03/04 325 212,875 7.90%, 8/15/10 200 114,000 Sprint Capital Corp. 6.875%, 11/15/28 350 219,564 US West Cap. Funding 6.375%, 7/15/08 210 113,400 WorldCom, Inc.-WorldCom Group 8.00%, 5/15/06 45 6,975 ------------ 2,921,075 COMMUNICATIONS - MOBILE-0.7% AT&T Wireless Services, Inc. 8.125%, 5/01/12 500 408,485 7.875%, 3/01/11 (e) 500 404,576 Nextel Communications, Inc. 10.65%, 9/15/07 250 136,875 TELUS Corp. 7.50%, 6/01/07 200 179,653 Tritel PCS, Inc. 10.375%, 1/15/11 130 118,950 ------------ 1,248,539 CORPORATE-0.1% Lucent Technologies, Inc. 7.25%, 7/15/06 250 171,250 ENERGY-1.3% Apache Finance PTY, Ltd. 6.50%, 12/15/07 250 267,462 Conoco, Inc. 5.90%, 4/15/04 150 156,288 4 Alliance Variable Products Series Fund _______________________________________________________________________________ Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- Devon Energy Corp. 7.95%, 4/15/32 $1,000 $ 1,078,897 Swift Energy Co. 9.375%, 5/01/12 50 47,375 Union Pacific Resources Group, Inc. 7.30%, 4/15/09 150 162,884 Virginia Electric & Power Co. 5.375%, 2/01/07 500 507,223 XTO Energy, Inc. 7.50%, 4/15/12 100 102,500 ------------ 2,322,629 FINANCIAL-3.6% American Reinsurance 7.45%, 12/15/26 140 150,941 Cho Hung Bank Co., Ltd. 11.875%, 4/01/10 (e) 80 91,866 Ford Motor Credit Co. 6.00%, 1/14/03 150 152,002 6.875%, 2/01/06 500 511,935 7.375%, 2/01/11 400 405,795 7.875%, 6/15/10 100 104,698 General Electric Capital Corp. 5.00%, 6/15/07 500 503,680 5.875%, 2/15/12 500 496,095 Goldman Sachs Group, Inc. 6.60%, 1/15/12 500 510,200 6.65%, 5/15/09 200 205,776 Heller Financial, Inc. 8.00%, 6/15/05 115 127,569 Household Finance Corp. 5.75%, 1/30/07 200 198,024 6.375%, 10/15/11 400 383,304 6.50%, 1/24/06 75 76,739 7.875%, 3/01/07 150 160,142 Lehman Brothers Holdings, Inc. 6.625%, 4/01/04 145 152,160 7.875%, 8/15/10 150 164,563 Markel Capital Trust I 8.71%, 1/01/46 200 164,736 Merrill Lynch & Co., Inc. 6.00%, 2/17/09 500 509,090 Morgan Stanley Dean Witter & Co. 5.625%, 1/20/04 75 77,720 7.75%, 6/15/05 125 137,267 Normandy Finance, Ltd. 7.50%, 7/15/05 (e) 500 518,166 The Hartford Financial Services, Inc. 6.375%, 11/01/08 125 130,897 TRAINS 6.379%, 8/15/08 (e) 705 665,576 ------------ 6,598,941 FOOD/BEVERAGE-0.4% Delhaize America, Inc. 8.125%, 4/15/11 200 211,123 Fosters Finance Corp. 6.875%, 6/15/11 (e) 200 212,187 Kellogg Co. Cl.B 6.60%, 4/01/11 300 315,091 Phillip Morris Cos., Inc. 7.75%, 1/15/27 90 95,713 ------------ 834,114 HEALTHCARE-0.6% Elan Finance Corp., Ltd. 0.01%, 12/14/18 200 92,250 Triad Hospitals, Inc. 8.75%, 5/01/09 280 294,000 WellPoint Health Networks, Inc. 6.375%, 1/15/12 625 648,470 ------------ 1,034,720 INDUSTRIAL-0.8% Continental Cablevision, Inc. 9.00%, 9/01/08 300 314,624 Deere & Co. 7.85%, 5/15/10 150 168,720 General Motors Corp. 7.20%, 1/15/11 250 255,009 Spherion Corp. 4.50%, 6/01/05 250 220,000 Tyco International Group, SA 6.375%, 6/15/05 500 409,990 6.375%, 10/15/11 200 153,398 ------------ 1,521,741 INSURANCE-0.8% Loews Corp. 6.75%, 12/15/06 100 104,331 Lumbermens Mutual Casualty 9.15%, 7/01/26 (e) 150 133,671 SunAmerica, Inc. 8.125%, 4/28/23 1,000 1,168,183 ------------ 1,406,185 MUNICIPAL OBLIGATION-0.3% Dallas-Fort Worth Texas International Airport Facility 7.07%, 11/01/24 400 416,260 Nextel Communications, Inc. 9.375%, 11/15/09 225 114,750 ------------ 531,010 NON-AIR TRANSPORTATION-0.7% CNF, Inc. 7.35%, 6/01/05 200 202,500 CSX Corp. 6.75%, 3/15/11 250 262,622 Union Pacific Corp. 6.625%, 2/01/29 800 777,957 ------------ 1,243,079 5 TOTAL RETURN PORTFOLIO PORTFOLIO OF INVESTMENTS (continued) Alliance Variable Products Series Fund _______________________________________________________________________________ Shares or Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- PAPER/PACKAGING-0.7% Abitibi-Consolidated, Inc. 8.30%, 8/01/05 $ 25 $ 26,073 Domtar, Inc. 7.875%, 10/15/11 250 271,735 MeadWestvaco Corp. 6.85%, 4/01/12 500 525,869 Owens Brockway Glass 8.875%, 2/15/09 (e) 150 150,750 Weyerhaeuser Co. 6.75%, 3/15/12 (e) 250 259,339 ------------ 1,233,766 PETROLEUM PRODUCTS-0.4% Canadian Natural Resources, Ltd. 6.70%, 7/15/11 300 313,728 7.20%, 1/15/32 250 254,936 Petronas Capital, Ltd. 7.00%, 5/22/12 (e) 150 152,550 ------------ 721,214 PUBLIC UTILITIES - ELECTRIC & GAS-1.6% Dominion Resources Capital Trust III 8.40%, 1/15/31 200 211,025 Dominion Resources, Inc. 8.125%, 6/15/10 150 168,753 DPL, Inc. 8.25%, 3/01/07 550 596,006 Elwood Energy LLC 8.159%, 7/05/26 (c) 247 250,827 FirstEnergy Corp. Series C 7.375%, 11/15/31 500 476,118 FPL Energy Virginia 7.52%, 6/30/19 (e) 285 293,986 Mission Energy Holding 13.50%, 7/15/08 (e) 100 101,000 Nevada Power Co. Series A 8.25%, 6/01/11 200 186,923 Progress Energy, Inc. 7.10%, 3/01/11 400 423,388 Yorkshire Power 8.25%, 2/15/05 (e) 150 166,915 ------------ 2,874,941 PUBLIC UTILITIES - TELEPHONE-0.6% New Jersey Bell Telephone 8.00%, 6/01/22 500 520,564 Verizon Maryland, Inc. 6.125%, 3/01/12 500 476,495 Verizon New York, Inc. 6.875%, 4/01/12 100 98,625 WorldCom, Inc.-WorldCom Group 6.25%, 8/15/03 500 85,000 ------------ 1,180,684 RETAIL-0.8% J.C. Penney Co., Inc. 7.60%, 4/01/07 100 98,616 Kohl's Corp. 7.25%, 6/01/29 150 161,292 Sears Roebuck Acceptance Corp. 7.00%, 2/01/11 250 260,825 7.00%, 6/01/32 750 720,643 Toys "R" Us, Inc. 7.625%, 8/01/11 250 244,399 ------------ 1,485,775 SERVICE-0.1% Allied Waste North America 10.00%, 8/01/09 150 148,137 SOVEREIGN-0.1% Quebec Province of Canada 7.50%, 9/15/29 150 172,398 Total Corporate Debt Obligations (cost $35,332,013) 34,480,979 PREFERRED STOCK-0.7% AUTOMOTIVE-0.3% Ford Motor Co. Capital Trust II 10,000 566,250 FINANCIAL-0.1% Sovereign Real Estate Investor Trust (c)(e) 90,000 100,575 PUBLIC UTILITIES - ELECTRIC & GAS-0.3% DTE Energy Trust I 20,000 506,250 Total Preferred Stock (cost $1,077,883) 1,173,075 6 Alliance Variable Products Series Fund _______________________________________________________________________________ Principal Amount Company (000) U.S. $ Value - ------------------------------------------------------------------------------- YANKEE BONDS-0.1% YANKEE BONDS-0.1% Imperial Tobacco 7.125%, 4/01/09 (cost $169,606) $ 170 $ 176,743 SHORT-TERM INVESTMENT-1.2% TIME DEPOSIT-1.2% State Street Euro Dollar 1.25%, 7/01/02 (cost $2,187,000) 2,187 2,187,000 TOTAL INVESTMENTS-99.1% (cost $189,150,802) 180,756,707 Other assets less liabilities-0.9% 1,651,987 NET ASSETS-100% $ 182,408,694 (a) Non-income producing security. (b) Security, or portion thereof, with an aggregate market value of $6,190,572 has been segregated to collateralize forward exchange currency contracts. (c) Security is in default and is non-income producing. (d) Illiquid security at fair value. (e) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally applied to certain qualified buyers. At June 30, 2002, the aggregate market value of these securities amounted to $5,198,538 or 2.8% of net assets. (f) Variable rate coupon, rate shown as of June 30, 2002. Glossary: ADR - American Depositary Receipt See Notes to Financial Statements. 7 TOTAL RETURN PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES June 30, 2002 (unaudited) Alliance Variable Products Series Fund _______________________________________________________________________________ ASSETS Investments in securities, at value (cost $189,150,802) $ 180,756,707(a) Cash 847 Collateral held for securities loaned 11,364,370 Dividends and interest receivable 1,477,665 Receivable for investment securities sold 1,339,009 Total assets 194,938,598 LIABILITIES Payable for collateral received on securities loaned 11,364,370 Payable for investment securities purchased 1,006,743 Advisory fee payable 96,382 Unrealized depreciation of forward exchange currency contracts 2,475 Accrued expenses 59,934 Total liabilities 12,529,904 NET ASSETS $ 182,408,694 COMPOSITION OF NET ASSETS Capital stock, at par $ 11,608 Additional paid-in capital 195,292,063 Undistributed net investment income 2,609,840 Accumulated net realized loss on investments (7,108,245) Net unrealized depreciation of investments (8,396,572) $ 182,408,694 Class A Shares Net assets $ 181,046,698 Shares of capital stock outstanding 11,521,516 Net asset value per share $ 15.71 Class B Shares Net assets $ 1,361,996 Shares of capital stock outstanding 86,755 Net asset value per share $ 15.70 (a) Includes securities on loan with a value of $10,997,809 (see Note F). See Notes to Financial Statements. 8 TOTAL RETURN PORTFOLIO STATEMENT OF OPERATIONS Six Months Ended June 30, 2002 (unaudited) Alliance Variable Products Series Fund _______________________________________________________________________________ INVESTMENT INCOME Interest $ 2,345,784 Dividends (net of foreign taxes withheld of $4,191) 1,012,011 Total investment income 3,357,795 EXPENSES Advisory fee 589,465 Distribution fees--Class B 1,749 Custodian 64,015 Administrative 37,312 Audit and legal 24,484 Printing 4,624 Directors' fees 906 Transfer agency 542 Miscellaneous 4,608 Total expenses 727,705 Net investment income 2,630,090 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS Net realized loss on investment transactions (3,557,749) Net realized gain on foreign currency transactions 2,450 Net change in unrealized appreciation/depreciation of: Investments (15,290,380) Foreign currency denominated assets and liabilities (2,475) Net loss on investment and foreign currency transactions (18,848,154) NET DECREASE IN NET ASSETS FROM OPERATIONS $(16,218,064) See Notes to Financial Statements. 9 TOTAL RETURN PORTFOLIO STATEMENT OF CHANGES IN NET ASSETS Alliance Variable Products Series Fund _______________________________________________________________________________ Six Months Ended Year Ended June 30, 2002 December 31, (unaudited) 2001 ----------------- ------------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS Net investment income $ 2,630,090 $ 3,590,417 Net realized loss on investment and foreign currency transactions (3,555,299) (599,424) Net change in unrealized appreciation/ depreciation of investments and foreign currency denominated assets and liabilities (15,292,855) (353,682) Net increase (decrease) in net assets from operations (16,218,064) 2,637,311 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income Class A (3,579,822) (2,234,141) Net realized gain on investments Class A (2,116,795) (3,254,079) Distributions in excess of net realized gain on investments Class A -0- (677,076) CAPITAL STOCK TRANSACTIONS Net increase 19,654,891 97,460,305 Total increase (decrease) (2,259,790) 93,932,320 NET ASSETS Beginning of period 184,668,484 90,736,164 End of period (including undistributed net investment income of $2,609,840 and $3,559,572, respectively) $182,408,694 $184,668,484 See Notes to Financial Statements. 10 TOTAL RETURN PORTFOLIO NOTES TO FINANCIAL STATEMENTS June 30, 2002 (unaudited) Alliance Variable Products Series Fund _______________________________________________________________________________ NOTE A: Significant Accounting Policies The Total Return Portfolio (the "Portfolio") is a series of Alliance Variable Products Series Fund, Inc. (the "Fund"). The Portfolio's investment objective is to seek to achieve a high return through a combination of current income and capital appreciation. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers nineteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan. The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio's net asset value per share. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio. 1. Security Valuation Portfolio securities traded on a national securities exchange or on a foreign securities exchange (other than foreign securities exchanges whose operations are similar to those of the United States over-the-counter market) or on The Nasdaq Stock Market, Inc., are generally valued at the last reported sales price or if no sale occurred, at the mean of the closing bid and asked price on that day. Readily marketable securities traded in the over-the-counter market, securities listed on a foreign securities exchange whose operations are similar to the U.S. over-the-counter market, and securities listed on a national securities exchange whose primary market is believed to be over-the-counter (but excluding securities traded on The Nasdaq Stock Market, Inc.) are valued at the mean of the current bid and asked price. U.S. government and fixed income securities which mature in 60 days or less are valued at amortized cost, unless this method does not represent fair value. Securities for which current market quotations are not readily available are valued at their fair value as determined in good faith by, or in accordance with procedures adopted by, the Board of Directors. Fixed income securities may be valued on the basis of prices obtained from a pricing service when such prices are believed to reflect the fair market value of such securities. 2. Currency Translation Assets and liabilities denominated in foreign currencies and commitments under forward exchange currency contracts are translated into U.S. dollars at the mean of the quoted bid and asked price of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated at rates of exchange prevailing when accrued. Net realized gains and losses on foreign currency transactions represent foreign exchange gains and losses from sales and maturities of securities and forward exchange currency contracts, holdings of foreign currencies, exchange gains and losses realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding tax reclaims recorded on the Portfolio's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities. 3. Taxes It is the Portfolio's policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. 4. Investment Income and Investment Transactions Dividend income is recorded on the ex-dividend date. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. The Portfolio amortizes premiums or accretes discounts as adjustments to interest income. Investment gains and losses are determined on the identified cost basis. 5. Dividends and Distributions The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date. 11 TOTAL RETURN PORTFOLIO NOTES TO FINANCIAL STATEMENTS (continued) Alliance Variable Products Series Fund _______________________________________________________________________________ Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with accounting principles generally accepted in the United States. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification. During the current fiscal year, permanent differences, primarily due to foreign currency transactions, merger transactions and recognition of bond premium, resulted in a net increase in undistributed net investment income, a net increase in accumulated net realized loss on investments and a corresponding increase in additional paid-in capital. This reclassification had no effect on net assets. 6. Income and Expenses Expenses attributable to a single portfolio are charged to that portfolio. Expenses of the Fund are charged to each portfolio in proportion to net assets. All income earned and expenses incurred by a portfolio with multi-class shares outstanding are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the portfolio represented by the net assets of such class, except that the portfolio's Class B shares bear the distribution fees. NOTE B: Advisory Fee and Other Transactions with Affiliates Under the terms of an investment advisory agreement, the Portfolio pays Alliance Capital Management L.P. (the "Adviser"), an investment advisory fee at an annualized rate of .625% of the Portfolio's average daily net assets. Pursuant to the advisory agreement, the Portfolio paid $37,312 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2002. Prior to May 1, 2002, the Adviser agreed to waive its fee and reimburse additional operating expenses ("Expense Limitation Undertaking") to the extent necessary to limit total operating expenses on an annual basis to .95% and 1.20% of the average daily net assets for Class A and Class B shares, respectively. The Adviser terminated the Expense Limitation Undertaking effective May 1, 2002. Any expense waivers or reimbursements are accrued daily and paid monthly. For the six months ended June 30, 2002, there were no such waivers or reimbursements. Broker commissions paid on investment transactions for the six months ended June 30, 2002 amounted to $154,648, none of which was paid to Sanford C. Bernstein &Co. LLC, an affiliate of the Adviser. The Portfolio compensates Alliance Global Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $542 for the six months ended June 30, 2002. NOTE C: Distribution Plan The Portfolio has adopted a Plan for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Plan"). Under the Plan, the Portfolio pays distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Portfolio's average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limit payments under the Plan to .25% of the Portfolio's average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio's shares. Since the Distributor's compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Commission as being of the "compensation" variety. In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor. The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio's shares. 12 Alliance Variable Products Series Fund _______________________________________________________________________________ NOTE D: Investment Transactions Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2002, were as follows: Purchases: Stocks and debt obligations $ 72,711,333 U.S. government and agencies 11,371,357 Sales: Stocks and debt obligations $44,948,333 U.S. government and agencies 17,366,565 At June 30, 2002, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows: Gross unrealized appreciation $ 10,529,331 Gross unrealized depreciation (18,923,426) Net unrealized depreciation $ (8,394,095) 1. Forward Exchange Currency Contracts The Portfolio may enter into forward exchange currency contracts to hedge exposure to changes in foreign currency exchange rates on foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward exchange currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The Portfolio may enter into contracts to deliver or receive foreign currency it will receive from or require for its normal investment activities. It may also use contracts in a manner intended to protect foreign currency denominated securities from declines in value due to unfavorable exchange rate movements. The gain or loss arising from the difference between the original contracts and the closing of such contracts is included in realized gains or losses from foreign currency transactions. Fluctuations in the value of forward exchange currency contracts are recorded for financial reporting purposes as unrealized gains or losses by the Portfolio. The Portfolio's custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having an approximate value equal to the aggregate amount of the Portfolio's commitments under forward exchange currency contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract. At June 30, 2002, the Portfolio had outstanding forward exchange currency contracts as follows: Contract U.S. $ Value on U.S. $ Unrealized Amount Origination Current Appreciation (000) Date Value (Depreciation) --------- ---------------- --------- ------------- Forward Exchange Currency Buy Contract Foreign Currency Buy Contracts Euro, settling 7/15/02 44 $41,137 $43,304 $ 2,167 Forward Exchange Currency Sale Contract Foreign Currency Sale Contracts Euro, settling 7/15/02 44 38,663 43,305 (4,642) $ (2,475) 2. Option Transactions For hedging and investment purposes, the Portfolio may purchase and write call options and purchase put options on U.S. securities that are traded on U.S. securities exchanges and over-the-counter markets. 13 TOTAL RETURN PORTFOLIO NOTES TO FINANCIAL STATEMENTS (continued) Alliance Variable Products Series Fund _______________________________________________________________________________ The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid. When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from which written options expire unexercised are recorded by the Portfolio on the expiration date as realized gains from written options. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. The Portfolio had no transactions in options written for the six months ended June 30, 2002. NOTE E: Distributions to Shareholders The tax character of distributions paid during the fiscal year ended December 31, 2001 and December 31, 2000 were as follows: 2001 2000 Distributions paid from: Ordinary income $2,257,494 $2,799,958 Net long-term capital gains 3,907,802 3,990,795 Total taxable distributions 6,165,296 6,790,753 Total distributions paid $6,165,296 $6,790,753 As of December 31, 2001, the components of accumulated earnings/(deficit) on a tax basis were as follows: Undistributed ordinary income $ 4,996,552 Undistributed long-term capital gains 840,055 Accumulated Earnings 5,836,607 Accumulated capital and other losses (2,285,099)(a) Unrealized appreciation/(depreciation) 5,468,196)(b) Total accumulated earnings/(deficit) $ 9,019,704 (a) Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio's next taxable year. For the year ended December 31, 2001, the Portfolio deferred to January 1, 2002, post October capital losses of $2,285,099. (b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and tax amortization methods for premium and market discount. NOTE F: Securities Lending The Portfolio has entered into a securities lending agreement with UBS/Paine Webber, Inc. ('the "Lending Agent"). Under the terms of the agreement, the Lending Agent, on behalf of the Portfolio, administers the lending of portfolio securities to certain broker-dealers. In return, the Portfolio receives fee income from the lending transactions. All loans are continuously secured by collateral exceeding the value of the securities loaned. All collateral consists of either cash or U.S. Government securities. The Lending Agent invests the cash collateral in an eligible money market vehicle in accordance with the investment restrictions of the Portfolio. UBS/Paine Webber will indemnify the Portfolio for any loss resulting from a borrower's failure to return a loaned security when due. As of June 30, 2002, the Portfolio had loaned 14 Alliance Variable Products Series Fund _______________________________________________________________________________ securities with a value of $10,997,809 and received cash collateral of $11,364,370. For the six months ended June 30, 2002, the Portfolio received fee income $17,087 which is included in interest income in the accompanying statement of operations. NOTE G: Capital Stock There are 1,000,000,000 shares of $.001 par value capital stock authorized, divided into two classes, designated Class A and Class B shares. Each class consists of 500,000,000 authorized shares. Transactions in capital stock were as follows: SHARES AMOUNT -------------------------- ---------------------------- Six Months Six Months Ended Year Ended Ended Year Ended June 30, 2002 December 31, June 30, 2002 December 31, (unaudited) 2001 (unaudited) 2001 ------------ ---------- ------------ ------------- Class A Shares sold 1,517,184 5,276,804 $ 26,284,396 $ 94,753,113 Shares issued in reinvestment of dividends and distributions 352,256 339,125 5,657,230 6,165,296 Shares issued on connection with the acquisition of Brinson Series Trust Balanced Portfolio -0- 704,488 -0- 12,369,676 Shares redeemed (720,706) (986,886) (12,239,082) (17,390,546) Net increase 1,148,734 5,333,531 $ 19,702,544 $ 95,897,539 Six Months Six Months Ended October 26, 2001* Ended October 26, 2001* June 30, 2002 to December 31, June 30, 2002 to December 31, (unaudited) 2001 (unaudited) 2001 ------------ ---------- ------------ ------------- Class B Shares sold 10,187 1,114 $170,983 $ 19,680 Shares issued on connection with the acquisition of Brinson Series Trust Balanced Portfolio -0- 90,728 -0- 1,593,583 Shares issued in reinvestment of dividends and distributions 2,456 -0- 39,387 -0- Shares redeemed (14,842) (2,888) (258,023) (50,497) Net increase (decrease) (2,199) 88,954 $ (47,653) $1,562,766 NOTE H: Concentration of Risk Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable United States companies or of the United States government. NOTE I:Bank Borrowing A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $750 million revolving credit facility (the "Facility") intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2002. * Commencement of distribution. 15 TOTAL RETURN PORTFOLIO NOTES TO FINANCIAL STATEMENTS (continued) Alliance Variable Products Series Fund _______________________________________________________________________________ NOTE J: Acquisition of Brinson Series Trust Balanced Portfolio On October 26, 2001, the Portfolio acquired all the assets and liabilities, of the Brinson Series Trust Balanced Portfolio pursuant to a plan of reorganization approved by the shareholders of Brinson Series Trust Balanced Portfolio on March 1, 2001. The acquisition was accomplished by a tax-free exchange of 795,216 shares of the Portfolio for 1,750,377 shares of Brinson Series Trust Balanced Portfolio on October 26, 2001. The aggregate net assets of the Portfolio and Brinson Series Trust Balanced Portfolio immediately before the acquisition were $159,038,305 and $13,963,259 (including $105,721 net unrealized appreciation of investments), respectively. Immediately after the acquisition the combined net assets of the Portfolio amounted to $173,001,564. 16 TOTAL RETURN PORTFOLIO FINANCIAL HIGHLIGHTS Alliance Variable Products Series Fund _______________________________________________________________________________ Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
CLASS A ----------------------------------------------------------------------------------- Six Months Ended Year Ended December 31, June 30, 2002 --------------------------------------------------------------- (unaudited) 2001(a) 2000 1999 1998 1997 ---------------- ----------- ----------- ----------- ----------- ----------- Net asset value, beginning of period $17.65 $18.01 $17.49 $18.06 $16.92 $14.63 INCOME FROM INVESTMENT OPERATIONS Net investment income (b) .24 .44 .48 .44 .41(c) .39(c) Net realized and unrealized gain (loss) on investment and foreign currency transactions (1.67) (.01) 1.63 .70 2.36 2.62 Net increase (decrease) in net asset value from operations (1.43) .43 2.11 1.14 2.77 3.01 LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income (.32) (.28) (.39) (.36) (.29) (.23) Distributions from net realized gain on investments (.19) (.42) (1.20) (1.35) (1.34) (.49) Distributions in excess of net realized gain on investments -0- (.09)-0- -0- -0- -0- Total dividends and distributions (.51) (.79) (1.59) (1.71) (1.63) (.72) Net asset value, end of period $15.71 $17.65 $18.01 $17.49 $18.06 $16.92 TOTAL RETURN Total investment return based on net asset value (d) (8.19)% 2.27% 12.52% 6.53% 16.99% 21.11% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $181,047 $183,098 $90,736 $75,170 $59,464 $42,920 Ratio to average net assets of: Expenses, net of waivers and reimbursements .77%(e) .78% .87% .86% .88% .88% Expenses, before waivers and reimbursements .77%(e) .78% .87% .86% .95% .88% Net investment income 2.79%(e) 2.50% 2.77% 2.48% 2.41%(c) 2.46%(c) Portfolio turnover rate 34% 71% 102% 91% 57% 65%
See footnote summary on page 18. 17 TOTAL RETURN PORTFOLIO FINANCIAL HIGHLIGHTS (CONTINUED) Alliance Variable Products Series Fund _______________________________________________________________________________ Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period CLASS B ---------------------------- Six Months October 26, Ended 2001(a)(f) June 30, to 2002 December 31, (unaudited) 2001 ------------ ------------ Net asset value, beginning of period $17.65 $17.56 INCOME FROM INVESTMENT OPERATIONS Net investment income (b) 0.21 .06 Net realized and unrealized gain on investment and foreign currency transactions (1.66) .03 Net increase (decrease) in net asset value from operations (1.45) .09 LESS: DIVIDENDS AND DISTRIBUTIONS Dividends from net investment income (.31) -0- Distributions from net realized gain on investment (.19) -0- Total dividends and distributions (.50) -0- Net asset value, end of period $15.70 17.65 TOTAL RETURN Total investment return based on net asset value (d) (8.29)% .51% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000's omitted) $1,362 $1,570 Ratio to average net assets of: Expenses (e) 1.02% 1.00% Net investment income (e) 2.53% 1.80% Portfolio turnover rate 34% 71% (a) As required, effective January 1, 2001, the Portfolio has adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing premium on debt securities for financial statement reporting purposes only. For the year ended December 31, 2001, the effect of this change to Class A and Class B shares was to decrease net investment income per share by $.02 and $.02, increase net realized and unrealized gain (loss) on investments per share by $.02 and $.02, and decrease the ratio of net investment income to average net assets from 2.61% to 2.50% for Class A and from 2.41% to 1.80% for Class B. Per share, ratios and supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (b) Based on average shares outstanding. (c) Net of expenses reimbursed or waived by the Adviser. (d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return calculated for a period of less than one year is not annualized. (e) Annualized. (f) Commencement of distribution. 18 TOTAL RETURN PORTFOLIO Alliance Variable Products Series Fund _______________________________________________________________________________ BOARD OF DIRECTORS John D. Carifa, Chairman and President Ruth Block (1) David H. Dievler (1) John H. Dobkin (1) William H. Foulk, Jr. (1) Clifford L. Michel (1) Donald J. Robinson (1) OFFICERS Kathleen A. Corbet, Senior Vice President Alfred L. Harrison, Senior Vice President Andrew S. Adelson, Vice President Andrew Aran, Vice President Bruce K. Aronow, Vice President Edward Baker, Vice President Thomas J. Bardong, Vice President Matthew Bloom, Vice President Mark H. Breedon, Vice President Russell Brody, Vice President Kenneth T. Carty, Vice President Frank Caruso, Vice President John F. Chiodi, Vice President Paul J. DeNoon, Vice President Joseph C. Dona, Vice President Gregory Dube, Vice President Marilyn G. Fedak, Vice President Jane Mack Gould, Vice President David A. Kruth, Vice President Alan E. Levi, Vice President Michael Levy, Vice President Gerald T. Malone, Vice President Andrew Moloff, Vice President Michael Mon, Vice President Daniel Nordby, Vice President Raymond J. Papera, Vice President Douglas J. Peebles, Vice President Jeffrey S. Phlegar, Vice President Daniel G. Pine, Vice President Steven Pisarkiewicz, Vice President Michael J. Reilly, Vice President John Ricciardi, Vice President Paul C. Rissman, Vice President Kevin F. Simms, Vice President Michael A. Snyder, Vice President Annie Tsao, Vice President Jean Van De Walle, Vice President Richard A. Winge, Vice President Sandra Yeager, Vice President Edmund P. Bergan, Jr., Secretary Mark D. Gersten, Treasurer & Chief Financial Officer Thomas Manley, Controller CUSTODIAN State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 DISTRIBUTOR Alliance Fund Distributors, Inc. 1345 Avenue of the Americas New York, NY 10105 INDEPENDENT AUDITORS Ernst & Young LLP 5 Times Square New York, NY 10036 LEGAL COUNSEL Seward & Kissel One Battery Park Plaza New York, NY 10004 TRANSFER AGENT Alliance Global Investor Services, Inc. P.O. Box 1520 Secaucus, NJ 07096-1520 Toll-free 1-(800) 221-5672 (1) Member of the Audit Committee. 19 -----END PRIVACY-ENHANCED MESSAGE-----