N-CSR 1 d117181dncsr.htm AB VARIABLE PRODUCTS SERIES FUND, INC. AB Variable Products Series Fund, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

 

 

AB VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

 

 

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

 

 

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: December 31, 2015

Date of reporting period: December 31, 2015

 

 

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

BALANCED WEALTH STRATEGY PORTFOLIO


 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
BALANCED WEALTH STRATEGY
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Balanced Wealth Strategy Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to maximize total return consistent with AllianceBernstein L.P.’s (the “Adviser”) determination of reasonable risk. The Portfolio invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek a moderate tilt toward equity returns but also want the risk diversification offered by debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. The Portfolio targets a weighting of 60% equity securities and 40% debt securities with a goal of providing moderate upside potential without excessive volatility. In managing the Portfolio, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile. Investments in real estate investment trusts (“REITs”) are deemed to be 50% equity and 50% fixed-income for purposes of the overall target blend of the Portfolio.

The Portfolio’s equity component is diversified between growth and value equity investment styles, and between US and non-US markets. The Adviser’s targeted blend for the non-REIT portion of the Portfolio’s equity component is an equal weighting of growth and value stocks (50% each). In addition to blending growth and value styles, the Adviser blends each style-based portion of the Portfolio’s equity component across US and non-US issuers and various capitalization ranges. Within each of the value and growth portions of the Portfolio, the Adviser normally targets a blend of approximately 70% in equities of US companies and the remaining 30% in equities of companies outside the United States. The Adviser will allow the relative weightings of the Portfolio’s investments in equity and debt, growth and value, and US and non-US components to vary in response to market conditions, but ordinarily, only by ±5% of the Portfolio’s net assets. Beyond those ranges, the Adviser will rebalance the Portfolio toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the Portfolio’s net assets. The Portfolio’s targeted blend may change from time to time without notice to shareholders based on the Adviser’s assessment of underlying market conditions.

The Portfolio’s fixed-income securities will primarily be investment-grade debt securities, but are expected to include lower-rated securities (“junk bonds”) and preferred stock. The Portfolio will not invest more than 25% of its total assets in securities rated, at the time of purchase, below investment-grade.

The Portfolio also may enter into forward commitments, make short sales of securities or maintain a short position and invest in rights or warrants.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Portfolio may, from time to time, invest in currency-related derivatives, including forward currency exchange contracts, futures contracts, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives. The Portfolio may enter into other derivatives transactions, such as options, futures contracts, forwards and swaps.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its primary benchmark, the Standard & Poor’s (“S&P”) 500 Index, its secondary benchmark, the Barclays US Aggregate Bond Index and its blended benchmark, a 60%/40% blend of the S&P 500 Index and the Barclays US Aggregate Bond Index, respectively, for the one-, five- and 10-year periods ended December 31, 2015.

For the annual period, all share classes of the Portfolio outperformed the blended and secondary benchmarks. Class A shares outperformed the primary benchmark while Class B shares underperformed. The Portfolio’s US growth, non-US growth and non-US value holdings contributed positively to relative returns. Conversely, US value holdings detracted, as value stocks are generally more economically sensitive and cyclical. Fixed-income holdings contributed to relative performance, as did REITs.

The Portfolio utilized derivatives, including futures, credit default swaps, inflation (“CPI”) swaps and interest rate swaps, for hedging and investment purposes, which had no material impact on absolute performance. Currencies were utilized for hedging purposes and had no material impact on performance.

 

1


    AB Variable Products Series Fund

 

MARKET REVIEW AND INVESTMENT STRATEGY

2015 was a year marked by heightened volatility—investors digested US and European central bank moves as well as further retrenchment in commodities and oil. Throughout the year, investors grappled with conflicting market forces including concerns about China’s growth, sharp declines in the price of oil and other commodities, continued monetary easing in Europe and Japan and expectations of an interest rate hike by the US Federal Reserve (the “Fed”). In the fourth quarter, initial relief over the Fed’s move gave way to concern over the pace of future rate hikes; markets were also disappointed by the lack of aggressive action from the European Central Bank (“ECB”). While there could be more policy easing in the future, the ECB elected not to increase the volume of its asset purchases. Investors also were also disappointed that OPEC did not cut oil production, which coupled with declining Chinese commodity imports, put more downward pressure on resource prices. In this environment, global equities ended the year modestly lower, while US equities ended the year modestly higher.

In the view of the Multi-Assets Solutions Team (the “Team”), the Portfolio is well positioned to invest opportunistically across a wide range of asset classes and market circumstances. In equities, the Team is confident that its continued focus on companies with strong fundamentals will enable the Team to navigate current market conditions and, more importantly, to outperform as macroeconomic conditions improve. Meanwhile, in fixed income, the Team continues to emphasize corporate bonds and commercial mortgage-backed securities over US Treasuries.

 

2


 
BALANCED WEALTH STRATEGY PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged S&P® 500 Index and the unmanaged Barclays US Aggregate Bond Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. The Barclays US Aggregate Bond Index represents the performance of securities within the US investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Below Investment Grade Security Risk: Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Allocation Risk: The allocation of investments among the different investment styles, such as growth or value, equity or debt securities, or US or non-US securities may have a more significant effect on the Portfolio’s net asset value (“NAV”) when one of these investment strategies is performing more poorly than others.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


BALANCED WEALTH STRATEGY PORTFOLIO
DISCLOSURES AND RISKS  
(continued from previous page)   AB Variable Products Series Fund

 

Real Estate Risk: The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in REITs may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
BALANCED WEALTH STRATEGY PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

THE PORTFOLIO VS. ITS BENCHMARKS

   NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Balanced Wealth Strategy Portfolio Class A

     1.65%           7.03%           5.02%   

Balanced Wealth Strategy Portfolio Class B

     1.29%           6.75%           4.75%   

Primary Benchmark: S&P 500 Index

     1.38%           12.57%           7.31%   

Secondary Benchmark: Barclays US Aggregate Bond Index

     0.55%           3.25%           4.51%   

Blended Benchmark: 60% S&P 500 Index /
40% Barclays US Aggregate Bond Index

     1.28%           8.95%           6.48%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.03%.

 

       

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.71% and 0.96% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

BALANCED WEALTH STRATEGY PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in the Balanced Wealth Strategy Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s primary, secondary and blended benchmarks. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
BALANCED WEALTH STRATEGY PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $   1,000       $ 988.10       $   3.51         0.70

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,021.68       $ 3.57         0.70
           

Class B

           

Actual

   $ 1,000       $ 986.70       $ 4.76         0.95

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,020.42       $ 4.84         0.95

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

DESCRIPTION    U.S. $ VALUE        PERCENT OF NET ASSETS  

Federal National Mortgage Association

   $ 19,518,044           5.9

U.S. Treasury Bonds & Notes

     7,600,038           2.3   

Alphabet, Inc.—Class A & Class C

     4,138,139           1.3   

Inflation-Linked Securities

     4,123,059           1.2   

Government National Mortgage Association

     3,612,058           1.1   

Apple, Inc.

     3,412,529           1.0   

Biogen, Inc.

     3,316,252           1.0   

UnitedHealth Group, Inc.

     3,244,158           1.0   

Facebook, Inc.—Class A

     3,198,410           1.0   

Comcast Corp.

     3,141,340           0.9   
    

 

 

      

 

 

 
     $   55,304,027           16.7

SECURITY TYPE BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECURITY TYPE    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Common Stocks

   $ 212,146,282           62.8

Corporates—Investment Grade

     32,194,975           9.5   

Mortgage Pass-Throughs

     24,815,833           7.4   

Asset-Backed Securities

     18,288,642           5.4   

Commercial Mortgage-Backed Securities

     12,866,908           3.8   

Governments—Treasuries

     8,001,434           2.4   

Collateralized Mortgage Obligations

     7,339,248           2.2   

Corporates—Non-Investment Grade

     4,879,880           1.4   

Inflation-Linked Securities

     4,123,059           1.2   

Quasi-Sovereigns

     845,890           0.3   

Governments—Sovereign Agencies

     800,149           0.2   

Local Governments—Municipal Bonds

     502,413           0.1   

Preferred Stocks

     165,423           0.1   

Short-Term Investments

     10,458,989           3.1   

Other

     245,020           0.1   
    

 

 

      

 

 

 

Total Investments

   $   337,674,145           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

 

  “Other” represents less than 0.1% weightings in the following security types: Emerging Markets—Corporate Bonds and Governments—Sovereign Bonds.

 

7


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

COMMON STOCKS–64.0%

     
     

INFORMATION TECHNOLOGY–10.8%

   

COMMUNICATIONS EQUIPMENT–0.6%

   

Arista Networks, Inc.(a)(b)

      7,180      $ 558,891   

Cisco Systems, Inc.

      35,490        963,731   

F5 Networks, Inc.(b)

      3,240        314,151   
     

 

 

 
        1,836,773   
     

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%

   

Amphenol Corp.–Class A

      20,211        1,055,620   

Hitachi Ltd.

      40,000        226,655   

Keysight Technologies, Inc.(b)

      22,608        640,485   

Largan Precision Co., Ltd.

      1,000        68,425   

PAX Global Technology Ltd.(a)

      55,000        56,428   
     

 

 

 
        2,047,613   
     

 

 

 

INTERNET SOFTWARE & SERVICES–2.5%

   

Alphabet, Inc.–Class A(b)

      990        770,230   

Alphabet, Inc.–Class C(b)

      4,438        3,367,909   

Baidu, Inc. (Sponsored ADR)(b)

      1,771        334,790   

Facebook, Inc.–Class A(b)

      30,560        3,198,410   

Twitter, Inc.(b)

      25,450        588,913   
     

 

 

 
        8,260,252   
     

 

 

 

IT SERVICES–1.8%

     

Cap Gemini SA

      1,690        156,808   

Cognizant Technology Solutions Corp.–Class A(b)

      17,560        1,053,951   

Computer Sciences Corp.

      11,434        373,663   

Fujitsu Ltd.

      27,000        134,760   

HCL Technologies Ltd.

      3,680        47,622   

Tata Consultancy Services Ltd.

      7,430        272,385   

Visa, Inc.–Class A

      32,040        2,484,702   

Wirecard AG(a)

      8,900        444,867   

Worldpay Group PLC(b)(c)

      77,638        351,717   

Xerox Corp.

      60,874        647,090   
     

 

 

 
        5,967,565   
     

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%

   

Advanced Semiconductor Engineering, Inc.

      86,000        98,790   

Applied Materials, Inc.

      58,099        1,084,708   

ASM International NV(a)

      5,020        196,802   

ASML Holding NV

      4,700        417,602   

Infineon Technologies AG

      21,010        306,299   

Intel Corp.

      29,061        1,001,151   

Novatek Microelectronics Corp.

      41,000        159,616   

NVIDIA Corp.

      40,975        1,350,536   

SCREEN Holdings Co., Ltd.

      53,000        390,119   
     

Sumco Corp.

      29,700      $ 224,072   

Tokyo Electron Ltd.

      3,000        181,754   
     

 

 

 
        5,411,449   
     

 

 

 

SOFTWARE–2.2%

     

Adobe Systems, Inc.(b)

      4,830        453,730   

ANSYS, Inc.(b)

      6,255        578,588   

Aspen Technology, Inc.(b)

      13,150        496,544   

Constellation Software, Inc./Canada

      1,422        592,848   

Dassault Systemes

      8,600        687,405   

Microsoft Corp.

      32,646        1,811,200   

Mobileye NV(a)(b)

      14,102        596,233   

Nintendo Co., Ltd.

      1,600        220,016   

Oracle Corp.

      25,483        930,894   

ServiceNow, Inc.(b)

      6,215        537,970   

Tableau Software, Inc.–Class A(b)

      3,070        289,255   
     

 

 

 
        7,194,683   
     

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.4%

   

Hewlett Packard Enterprise Co.

      43,000        653,600   

HP, Inc.

      52,849        625,732   
     

 

 

 
        1,279,332   
     

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.1%

   

Apple, Inc.

      32,420        3,412,529   

Samsung Electronics Co., Ltd.

      270        287,977   
     

 

 

 
        3,700,506   
     

 

 

 
        35,698,173   
     

 

 

 

FINANCIALS–9.6%

     

BANKS–0.7%

     

Banco Macro SA (ADR)(b)

      1,345        78,172   

Wells Fargo & Co.

      42,587        2,315,029   
     

 

 

 
        2,393,201   
     

 

 

 

BANKS–3.0%

     

Bank Hapoalim BM

      36,715        189,523   

Bank of America Corp.

      124,849        2,101,209   

Bank of Baroda

      44,250        103,891   

Bank of China Ltd.–Class H

      373,000        165,505   

Bank of Queensland Ltd.

      42,670        430,439   

Citigroup, Inc.

      19,672        1,018,026   

Citizens Financial Group, Inc.

      40,676        1,065,304   

Comerica, Inc.

      7,830        327,529   

Danske Bank A/S

      20,970        562,673   

ING Groep NV

      40,560        548,778   

Intesa Sanpaolo SpA

      55,750        185,146   

JPMorgan Chase & Co.

      26,221        1,731,373   

KB Financial Group, Inc.(b)

      4,800        135,234   

Mitsubishi UFJ Financial Group, Inc.

      109,100        675,793   

National Australia Bank Ltd.

      7,300        159,299   

PNC Financial Services Group, Inc. (The)

      3,700        352,647   

 

8


    AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

SunTrust Banks, Inc.

      2,924      $ 125,264   

UniCredit SpA

      43,810        242,212   
     

 

 

 
        10,119,845   
     

 

 

 

CAPITAL MARKETS–1.3%

     

Affiliated Managers Group, Inc.(b)

      3,128        499,729   

Amundi SA(b)(c)

      3,052        143,218   

Azimut Holding SpA

      6,660        165,542   

Bank of New York Mellon Corp. (The)

      8,000        329,760   

BlackRock, Inc.–Class A

      1,630        555,048   

Credit Suisse Group AG (REG)(b)

      14,170        305,250   

E*TRADE Financial Corp.(b)

      8,936        264,863   

Goldman Sachs Group, Inc. (The)

      3,077        554,568   

Morgan Stanley

      10,587        336,772   

Partners Group Holding AG

      1,070        384,808   

UBS Group AG

      49,762        965,356   
     

 

 

 
        4,504,914   
     

 

 

 

CONSUMER FINANCE–0.9%

   

Capital One Financial Corp.

      15,400        1,111,572   

Discover Financial Services

      9,355        501,615   

OneMain Holdings, Inc.(b)

      10,699        444,437   

Synchrony Financial(b)

      27,240        828,368   
     

 

 

 
        2,885,992   
     

 

 

 

DIVERSIFIED FINANCIAL SERVICES–0.6%

   

Berkshire Hathaway, Inc.–Class B(b)

      4,127        544,929   

Challenger Ltd./Australia

      33,700        212,390   

GRENKELEASING AG

      1,152        229,811   

ORIX Corp.

      15,100        211,830   

Voya Financial, Inc.

      18,600        686,526   
     

 

 

 
        1,885,486   
     

 

 

 

INSURANCE–2.7%

     

Admiral Group PLC

      34,660        846,938   

AIA Group Ltd.

      189,600        1,132,875   

Allstate Corp. (The)

      19,165        1,189,955   

American Financial Group, Inc./OH

      4,977        358,742   

American International Group, Inc.

      9,320        577,560   

Assicurazioni Generali SpA

      5,896        107,700   

Aviva PLC

      26,662        202,377   

Direct Line Insurance Group PLC

      24,707        148,096   

FNF Group

      16,107        558,430   

Hartford Financial Services Group, Inc. (The)

      2,784        120,993   

Lincoln National Corp.

      1,464        73,581   

MetLife, Inc.

      4,280        206,339   

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)

      1,650        328,741   
     

NN Group NV

      15,792      $ 557,187   

Progressive Corp. (The)

      4,200        133,560   

Prudential PLC

      44,040        992,199   

Reinsurance Group of America, Inc.–Class A

      4,155        355,460   

Suncorp Group Ltd.

      19,210        168,664   

Travelers Cos., Inc. (The)

      4,937        557,190   

Unum Group

      2,300        76,567   

Zurich Insurance Group AG(b)

      850        218,365   
     

 

 

 
        8,911,519   
     

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–0.2%

   

Ayala Land, Inc.

      21,100        15,424   

Global Logistic Properties Ltd.

      423,000        638,797   
     

 

 

 
        654,221   
     

 

 

 

THRIFTS & MORTGAGE FINANCE–0.2%

   

Housing Development Finance Corp., Ltd.

      23,760        451,822   

LIC Housing Finance Ltd.

      14,450        111,106   
     

 

 

 
        562,928   
     

 

 

 
        31,918,106   
     

 

 

 

CONSUMER DISCRETIONARY–9.3%

   

AUTO COMPONENTS–1.3%

     

Bridgestone Corp.

      5,400        185,228   

Cie Generale des Etablissements Michelin–Class B

      1,340        127,545   

Continental AG

      2,580        624,127   

GKN PLC

      34,750        157,691   

Goodyear Tire & Rubber Co. (The)

      16,667        544,511   

Hankook Tire Co., Ltd.(b)

      6,320        252,078   

Lear Corp.

      5,846        718,064   

Magna International, Inc.–Class A

      21,033        853,098   

Nokian Renkaat Oyj

      1,880        67,118   

Plastic Omnium SA

      5,490        174,509   

Sumitomo Electric Industries Ltd.

      22,700        320,543   

Valeo SA

      1,670        257,472   
     

 

 

 
        4,281,984   
     

 

 

 

AUTOMOBILES–0.6%

     

General Motors Co.

      11,102        377,579   

Great Wall Motor Co., Ltd.–Class H

      116,500        134,858   

Honda Motor Co., Ltd.

      15,000        479,423   

Isuzu Motors Ltd.

      17,500        188,521   

Peugeot SA(b)

      22,980        402,814   

Tata Motors Ltd.(b)

      23,176        137,088   

Toyota Motor Corp.

      2,300        141,632   
     

 

 

 
        1,861,915   
     

 

 

 

 

9


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

DIVERSIFIED CONSUMER SERVICES–0.1%

   

TAL Education Group (ADR)(a)(b)

      8,179      $ 380,078   
     

 

 

 

HOTELS, RESTAURANTS & LEISURE–0.8%

   

Carnival Corp.

      5,414        294,955   

Melco International Development Ltd.(a)

      113,000        168,815   

Merlin Entertainments PLC(c)

      45,829        307,286   

Sodexo SA

      4,179        408,275   

Starbucks Corp.

      23,230        1,394,497   

Yum! Brands, Inc.

      2,960        216,228   
     

 

 

 
        2,790,056   
     

 

 

 

INTERNET & CATALOG RETAIL–0.6%

   

Ctrip.com International Ltd. (ADR)(a)(b)

      2,740        126,944   

Priceline Group, Inc. (The)(b)

      1,370        1,746,681   

Vipshop Holdings Ltd. (ADR)(a)(b)

      4,280        65,356   
     

 

 

 
        1,938,981   
     

 

 

 

LEISURE PRODUCTS–0.1%

     

Bandai Namco Holdings, Inc.

      9,600        202,820   
     

 

 

 

MEDIA–2.1%

     

AMC Networks, Inc.–Class A(b)

      11,675        871,889   

Comcast Corp.–Class A

      46,738        2,637,425   

CTS Eventim AG & Co. KGaA

      11,359        450,378   

Liberty Global PLC–Series C(b)

      9,578        390,495   

Naspers Ltd.–Class N

      2,956        404,039   

Thomson Reuters Corp.

      2,453        92,846   

Vivendi SA

      19,144        411,156   

Walt Disney Co. (The)

      16,028        1,684,222   
     

 

 

 
        6,942,450   
     

 

 

 

MULTILINE RETAIL–0.8%

     

B&M European Value Retail SA

      190,467        799,399   

Dollar General Corp.

      9,000        646,830   

Dollar Tree, Inc.(b)

      9,330        720,463   

Poundland Group PLC

      55,290        169,293   

Target Corp.

      4,534        329,214   
     

 

 

 
        2,665,199   
     

 

 

 

SPECIALTY RETAIL–1.8%

     

Foot Locker, Inc.

      7,443        484,465   

GameStop Corp.–Class A(a)

      15,400        431,816   

Home Depot, Inc. (The)

      19,171        2,535,365   

Kingfisher PLC

      24,670        119,489   

L Brands, Inc.

      4,130        395,737   

L’Occitane International SA

      3,500        6,754   

O’Reilly Automotive, Inc.(b)

      1,900        481,498   

Office Depot, Inc.(b)

      75,418        425,357   

Sports Direct International PLC(b)

      40,696        345,838   

Ulta Salon Cosmetics & Fragrance, Inc.(b)

      3,200        592,000   
     

Yamada Denki Co., Ltd.

      31,100      $ 134,337   
     

 

 

 
        5,952,656   
     

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–1.1%

     

Cie Financiere Richemont SA

      8,640        618,390   

Global Brands Group Holding Ltd.(b)

      600,000        113,621   

HUGO BOSS AG

      8,216        677,895   

Kering

      590        100,875   

NIKE, Inc.–Class B

      27,222        1,701,375   

Samsonite International SA

      152,100        456,819   
     

 

 

 
        3,668,975   
     

 

 

 
        30,685,114   
     

 

 

 

HEALTH CARE–7.9%

     

BIOTECHNOLOGY–1.9%

     

Alexion Pharmaceuticals, Inc.(b)

      4,597        876,878   

Biogen, Inc.(b)

      10,002        3,064,113   

Gilead Sciences, Inc.

      22,460        2,272,727   
     

 

 

 
        6,213,718   
     

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–1.5%

     

Align Technology, Inc.(b)

      14,214        935,992   

Edwards Lifesciences Corp.(b)

      9,920        783,481   

Essilor International SA

      1,170        145,824   

Intuitive Surgical, Inc.(b)

      5,137        2,805,624   

Sartorius AG (Preference Shares)

      1,339        349,893   
     

 

 

 
        5,020,814   
     

 

 

 

HEALTH CARE PROVIDERS & SERVICES–1.8%

     

Aetna, Inc.

      11,263        1,217,755   

Premier, Inc.–Class A(b)

      16,581        584,812   

Quest Diagnostics, Inc.

      5,934        422,145   

Ramsay Health Care Ltd.

      8,650        425,340   

UnitedHealth Group, Inc.

      27,577        3,244,158   
     

 

 

 
        5,894,210   
     

 

 

 

LIFE SCIENCES TOOLS & SERVICES–0.7%

     

Eurofins Scientific SE

      2,438        850,423   

Illumina, Inc.(b)

      4,708        903,677   

Mettler-Toledo International, Inc.(b)

      1,729        586,356   
     

 

 

 
        2,340,456   
     

 

 

 

PHARMACEUTICALS–2.0%

     

Aspen Pharmacare Holdings Ltd.(b)

      2,540        50,710   

GlaxoSmithKline PLC

      23,320        470,967   

Johnson & Johnson

      18,000        1,848,960   

Merck & Co., Inc.

      8,973        473,954   

Novartis AG (REG)

      2,850        245,155   

Novo Nordisk A/S–Class B

      8,880        514,136   

Pfizer, Inc.

      59,423        1,918,174   

Roche Holding AG

      3,600        997,590   

 

10


    AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

Shire PLC

      4,130      $ 283,349   
     

 

 

 
        6,802,995   
     

 

 

 
        26,272,193   
     

 

 

 

INDUSTRIALS–6.1%

     

AEROSPACE & DEFENSE–0.8%

     

Airbus Group SE

      3,470        233,834   

L-3 Communications Holdings, Inc.

      5,818        695,309   

Northrop Grumman Corp.

      894        168,796   

Rockwell Collins, Inc.

      4,600        424,580   

Safran SA

      3,460        237,711   

United Technologies Corp.

      3,565        342,490   

Zodiac Aerospace

      28,427        676,856   
     

 

 

 
        2,779,576   
     

 

 

 

AIRLINES–0.8%

     

Alaska Air Group, Inc.

      4,660        375,177   

Delta Air Lines, Inc.

      13,512        684,923   

International Consolidated Airlines Group SA

      58,750        528,225   

Japan Airlines Co., Ltd.

      8,100        289,922   

JetBlue Airways Corp.(b)

      29,026        657,439   

Qantas Airways Ltd.(b)

      69,844        207,023   
     

 

 

 
        2,742,709   
     

 

 

 

COMMERCIAL SERVICES & SUPPLIES–0.4%

     

APR Energy PLC(b)

      26,577        68,173   

Babcock International Group PLC

      55,985        837,823   

Regus PLC

      109,653        538,788   
     

 

 

 
        1,444,784   
     

 

 

 

CONSTRUCTION & ENGINEERING–0.1%

   

Quanta Services, Inc.(b)

      7,485        151,571   
     

 

 

 

ELECTRICAL EQUIPMENT–0.6%

   

Acuity Brands, Inc.

      2,408        562,990   

AMETEK, Inc.

      9,339        500,477   

Eaton Corp. PLC

      15,795        821,972   
     

 

 

 
        1,885,439   
     

 

 

 

INDUSTRIAL CONGLOMERATES–0.7%

   

Danaher Corp.

      14,729        1,368,030   

General Electric Co.

      27,406        853,697   

Rheinmetall AG

      2,620        174,156   
     

 

 

 
        2,395,883   
     

 

 

 

INDUSTRIAL WAREHOUSE DISTRIBUTION–0.5%

     

DCT Industrial Trust, Inc.

      12,150        454,045   

GLP J-Reit

      173        167,415   

Granite Real Estate Investment Trust

      11,332        311,063   

Mexico Real Estate Management SA de CV(b)

      59,400        75,790   
     

PLA Administradora Industrial S de RL de CV(b)

      71,170      $ 114,883   

Prologis, Inc.

      9,093        390,272   

Warehouses De Pauw CVA

      2,180        192,467   
     

 

 

 
        1,705,935   
     

 

 

 

MACHINERY–0.6%

   

Hoshizaki Electric Co., Ltd.

      7,000        435,157   

IHI Corp.

      71,000        195,995   

ITT Corp.

      18,481        671,230   

JTEKT Corp.

      19,200        314,267   

Wabtec Corp./DE

      4,780        339,954   
     

 

 

 
        1,956,603   
     

 

 

 

MARINE–0.0%

     

AP Moeller–Maersk A/S–Class B

      83        108,257   
     

 

 

 

MIXED OFFICE INDUSTRIAL–0.2%

   

Goodman Group(a)

      98,140        444,716   

Kungsleden AB

      27,140        193,928   
     

 

 

 
        638,644   
     

 

 

 

PROFESSIONAL SERVICES–1.0%

   

Adecco SA (REG)(b)

      2,650        181,373   

Bureau Veritas SA

      31,709        632,004   

Capita PLC

      55,990        996,202   

Equifax, Inc.

      1,643        182,981   

Robert Half International, Inc.

      9,900        466,686   

Teleperformance

      8,539        718,023   
     

 

 

 
        3,177,269   
     

 

 

 

ROAD & RAIL–0.1%

     

Central Japan Railway Co.

      2,500        443,835   
     

 

 

 

TRADING COMPANIES & DISTRIBUTORS–0.3%

   

Brenntag AG

      6,350        330,884   

Bunzl PLC

      7,760        215,296   

WESCO International, Inc.(b)

      7,192        314,146   
     

 

 

 
        860,326   
     

 

 

 
        20,290,831   
     

 

 

 

CONSUMER STAPLES–4.1%

     

BEVERAGES–0.4%

     

Asahi Group Holdings Ltd.

      3,200        100,174   

Monster Beverage Corp.(b)

      7,101        1,057,765   
     

 

 

 
        1,157,939   
     

 

 

 

FOOD & STAPLES RETAILING–1.2%

     

Costco Wholesale Corp.

      6,390        1,031,985   

CP ALL PCL

      51,300        55,955   

CVS Health Corp.

      22,960        2,244,799   

Delhaize Group

      5,470        532,376   

Lenta Ltd. (GDR)(b)(c)

      6,510        44,152   

Olam International Ltd.

      179,412        229,906   
     

 

 

 
        4,139,173   
     

 

 

 

 

11


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

FOOD PRODUCTS–0.3%

     

Archer-Daniels-Midland Co.

      1,937      $ 71,049   

Bunge Ltd.

      1,020        69,646   

ConAgra Foods, Inc.

      2,447        103,165   

Ingredion, Inc.

      2,731        261,739   

Mondelez International, Inc.–Class A

      10,786        483,644   

Tyson Foods, Inc.–Class A

      1,814        96,741   

Universal Robina Corp.

      4,300        16,968   
     

 

 

 
        1,102,952   
     

 

 

 

HOUSEHOLD PRODUCTS–0.3%

     

Henkel AG & Co. KGaA

      2,673        255,680   

Procter & Gamble Co. (The)

      8,091        642,506   

Reckitt Benckiser Group PLC

      2,290        211,885   
     

 

 

 
        1,110,071   
     

 

 

 

PERSONAL PRODUCTS–0.6%

     

Estee Lauder Cos., Inc. (The)–Class A

      14,750        1,298,885   

Hengan International Group Co., Ltd.

      28,000        262,867   

L’Oreal SA

      820        137,928   

Unilever PLC

      3,518        150,895   
     

 

 

 
        1,850,575   
     

 

 

 

TOBACCO–1.3%

     

Altria Group, Inc.

      12,683        738,278   

British American Tobacco PLC

      26,499        1,471,595   

Imperial Tobacco Group PLC

      4,220        222,890   

Japan Tobacco, Inc.

      10,700        392,837   

Philip Morris International, Inc.

      16,175        1,421,944   
     

 

 

 
        4,247,544   
     

 

 

 
        13,608,254   
     

 

 

 

EQUITY: OTHER–3.3%

     

DIVERSIFIED/SPECIALTY–2.5%

     

British Land Co. PLC (The)

      39,723        459,629   

CA Immobilien Anlagen AG(b)

      14,900        272,507   

CBRE Group, Inc.–Class A(b)

      7,110        245,864   

Cheung Kong Property Holdings Ltd.

      50,500        328,952   

Duke Realty Corp.

      25,620        538,532   

East Japan Railway Co.

      1,800        169,499   

Folkestone Education Trust

      51,780        85,167   

Fonciere Des Regions

      2,790        249,541   

Fukuoka REIT Corp.

      54        93,324   

GPT Group (The)

      122,550        424,415   

Gramercy Property Trust, Inc.

      74,313        573,695   

Hemfosa Fastigheter AB

      21,730        241,424   

IMMOFINANZ AG(b)

      128,320        291,457   

Kaisa Group Holdings Ltd.(a)(b)(d)(e)

      409,000        61,746   

Kennedy Wilson Europe Real Estate PLC

      17,684        314,487   

LendLease Group

      38,156        393,676   
     

Leopalace21 Corp.(b)

      14,700      $ 79,567   

Merlin Properties Socimi SA

      44,814        561,394   

Mitsubishi Estate Co., Ltd.

      24,000        499,040   

Mitsui Fudosan Co., Ltd.

      22,100        554,663   

New World Development Co., Ltd.

      206,065        202,607   

Premier Investment Corp.

      105        107,093   

Sumitomo Realty & Development Co., Ltd.

      16,000        456,683   

Sun Hung Kai Properties Ltd.

      31,600        380,427   

TLG Immobilien AG

      5,810        108,972   

United Urban Investment Corp.

      131        177,840   

UOL Group Ltd.(a)

      86,761        380,244   
     

 

 

 
        8,252,445   
     

 

 

 

HEALTH CARE–0.5%

     

Assura PLC

      125,490        102,303   

LTC Properties, Inc.

      8,640        372,730   

Ventas, Inc.

      11,820        667,003   

Welltower, Inc.

      4,900        333,347   
     

 

 

 
        1,475,383   
     

 

 

 

TRIPLE NET–0.3%

     

National Retail Properties, Inc.

      11,720        469,386   

Realty Income Corp.

      12,110        625,239   
     

 

 

 
        1,094,625   
     

 

 

 
        10,822,453   
     

 

 

 

ENERGY–2.3%

     

ENERGY EQUIPMENT & SERVICES–0.0%

   

Aker Solutions ASA(c)

      14,840        50,530   

National Oilwell Varco, Inc.

      2,700        90,423   
     

 

 

 
        140,953   
     

 

 

 

OIL, GAS & CONSUMABLE FUELS–2.3%

   

BG Group PLC

      34,770        504,020   

Chevron Corp.

      977        87,891   

Devon Energy Corp.

      2,668        85,376   

EOG Resources, Inc.

      17,002        1,203,572   

Exxon Mobil Corp.

      26,820        2,090,619   

Hess Corp.

      9,860        478,013   

JX Holdings, Inc.

      112,800        473,431   

LUKOIL PJSC (Sponsored ADR)

      2,310        75,040   

Murphy Oil Corp.

      17,037        382,481   

Occidental Petroleum Corp.

      5,381        363,809   

Phillips 66

      3,524        288,263   

Royal Dutch Shell PLC (Euronext Amsterdam)–Class A

      13,075        298,202   

Tesoro Corp.

      782        82,399   

TOTAL SA

      9,792        438,989   

Valero Energy Corp.

      10,265        725,838   
     

 

 

 
        7,577,943   
     

 

 

 
        7,718,896   
     

 

 

 

 

12


    AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

RETAIL–2.2%

     

REGIONAL MALL–0.8%

     

Pennsylvania Real Estate Investment Trust

      20,580      $ 450,085   

Simon Property Group, Inc.

      9,746        1,895,012   

Westfield Corp.

      26,870        184,863   
     

 

 

 
        2,529,960   
     

 

 

 

SHOPPING CENTER/OTHER RETAIL–1.4%

   

Aeon Mall Co., Ltd.

      22,977        394,104   

Brixmor Property Group, Inc.

      13,710        353,992   

BWP Trust

      88,240        202,100   

DDR Corp.

      19,070        321,139   

Fibra Shop Portafolios Inmobiliarios SAPI de CV

      128,490        130,022   

Kite Realty Group Trust

      15,420        399,841   

Klepierre

      8,383        372,623   

Link REIT

      85,768        512,992   

Mercialys SA

      12,420        251,319   

Ramco-Gershenson Properties Trust

      22,650        376,217   

Retail Opportunity Investments Corp.

      25,410        454,839   

Scentre Group

      163,559        496,098   

Vastned Retail NV

      6,014        276,290   

Vicinity Centres

      132,420        268,637   
     

 

 

 
        4,810,213   
     

 

 

 
        7,340,173   
     

 

 

 

RESIDENTIAL–2.0%

     

MULTI-FAMILY–1.4%

     

AvalonBay Communities, Inc.

      4,890        900,396   

China Resources Land Ltd.

      76,000        219,921   

China Vanke Co., Ltd.–Class H(a)(d)(e)

      81,960        242,177   

CIFI Holdings Group Co., Ltd.

      506,000        112,223   

Emlak Konut Gayrimenkul Yatirim Ortakligi AS

      149,590        133,170   

Equity Residential

      4,670        381,025   

Essex Property Trust, Inc.

      2,275        544,658   

Independence Realty Trust, Inc.

      21,400        160,714   

Japan Rental Housing Investments, Inc.

      175        123,653   

Mid-America Apartment Communities, Inc.

      5,340        484,925   

Mirvac Group

      95,300        136,426   

Sun Communities, Inc.

      6,641        455,108   

UNITE Group PLC (The)

      16,570        160,075   

Vonovia SE

      5,142        158,852   

Wing Tai Holdings Ltd.

      260,900        322,282   
     

 

 

 
        4,535,605   
     

 

 

 

SELF STORAGE–0.6%

     

Big Yellow Group PLC

      21,390        253,718   

CubeSmart

      14,040        429,905   

Extra Space Storage, Inc.

      4,520        398,709   
     

National Storage Affiliates Trust

      17,500      $ 299,775   

Public Storage

      1,690        418,613   

Safestore Holdings PLC

      31,180        163,925   
     

 

 

 
        1,964,645   
     

 

 

 
        6,500,250   
     

 

 

 

UTILITIES–1.8%

     

ELECTRIC UTILITIES–1.2%

     

American Electric Power Co., Inc.

      10,800        629,316   

Edison International

      12,653        749,184   

EDP–Energias de Portugal SA

      121,200        436,725   

Electricite de France SA

      17,260        254,196   

Enel SpA

      40,691        170,630   

Exelon Corp.

      16,177        449,235   

FirstEnergy Corp.

      2,857        90,653   

PPL Corp.

      24,103        822,635   

Westar Energy, Inc.

      10,000        424,100   
     

 

 

 
        4,026,674   
     

 

 

 

INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.2%

     

AES Corp./VA

      16,659        159,426   

Huadian Power International Corp., Ltd.–Class H

      156,000        101,144   

TerraForm Global, Inc.–Class A(a)

      34,530        193,023   
     

 

 

 
        453,593   
     

 

 

 

MULTI-UTILITIES–0.4%

     

Consolidated Edison, Inc.

      1,942        124,812   

NiSource, Inc.

      27,729        540,993   

PG&E Corp.

      10,091        536,740   

Public Service Enterprise Group, Inc.

      3,500        135,415   
     

 

 

 
        1,337,960   
     

 

 

 
        5,818,227   
     

 

 

 

MATERIALS–1.4%

     

CHEMICALS–1.3%

     

Arkema SA

      3,966        277,614   

CF Industries Holdings, Inc.

      22,540        919,857   

Covestro AG(b)(c)

      4,685        171,250   

Dow Chemical Co. (The)

      9,497        488,906   

Essentra PLC

      75,588        921,426   

Incitec Pivot Ltd.

      59,545        170,146   

JSR Corp.

      13,200        205,713   

Koninklijke DSM NV

      4,938        247,618   

LyondellBasell Industries NV–Class A

      10,607        921,748   

Nippon Shokubai Co., Ltd.

      2,500        173,962   
     

 

 

 
        4,498,240   
     

 

 

 

METALS & MINING–0.0%

     

Novolipetsk Steel OJSC (GDR)(c)

      7,780        66,210   
     

 

 

 

 

13


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

PAPER & FOREST PRODUCTS–0.1%

     

Mondi PLC

      9,704      $ 190,206   
     

 

 

 
        4,754,656   
     

 

 

 

TELECOMMUNICATION SERVICES–1.2%

     

DIVERSIFIED TELECOMMUNICATION SERVICES–0.7%

     

AT&T, Inc.

      3,674        126,422   

BT Group PLC

      84,420        586,176   

Nippon Telegraph & Telephone Corp.

      17,200        684,528   

Telefonica Brasil SA (Preference Shares)

      15,673        140,994   

Telenor ASA

      6,620        110,346   

Verizon Communications, Inc.

      12,410        573,590   
     

 

 

 
        2,222,056   
     

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–0.5%

     

China Mobile Ltd.

      15,000        168,842   

SoftBank Group Corp.

      2,800        141,317   

Tower Bersama Infrastructure Tbk PT(b)

      323,500        136,846   

Turkcell Iletisim Hizmetleri AS

      25,770        87,354   

Vodafone Group PLC

      177,453        575,439   

Vodafone Group PLC (Sponsored ADR)

      16,900        545,194   
     

 

 

 
        1,654,992   
     

 

 

 
        3,877,048   
     

 

 

 

OFFICE–1.1%

     

OFFICE–1.1%

     

Allied Properties Real Estate Investment Trust

      7,776        177,415   

alstria office REIT-AG(a)(b)

      33,018        439,850   

Boston Properties, Inc.

      5,954        759,373   

Dream Office Real Estate Investment Trust

      12,286        154,230   

Highwoods Properties, Inc.

      6,730        293,428   

Hongkong Land Holdings Ltd.

      56,500        394,527   

ICADE

      3,770        253,042   

Investa Office Fund

      50,000        144,739   

Japan Prime Realty Investment Corp.

      49        167,331   

Kenedix Office Investment Corp.–Class A

      76        355,302   

Mori Hills REIT Investment Corp.

      135        172,953   

Workspace Group PLC

      13,910        195,904   
     

 

 

 
        3,508,094   
     

 

 

 

LODGING–0.7%

     

LODGING–0.7%

     

Ashford Hospitality Trust, Inc.

      49,201        310,458   

Chesapeake Lodging Trust

      17,320        435,771   
     

Japan Hotel REIT Investment Corp.(a)

      148      $ 109,423   

Pebblebrook Hotel Trust

      10,270        287,765   

RLJ Lodging Trust

      32,006        692,290   

Summit Hotel Properties, Inc.

      28,920        345,594   

Wyndham Worldwide Corp.

      2,350        170,728   
     

 

 

 
        2,352,029   
     

 

 

 

MORTGAGE–0.2%

     

MORTGAGE–0.2%

     

Blackstone Mortgage Trust, Inc.–Class A

      5,980        160,025   

Concentradora Hipotecaria SAPI de CV

      104,000        150,257   

First American Financial Corp.

      12,923        463,935   
     

 

 

 
        774,217   
     

 

 

 

FINANCIAL:OTHER–0.0%

  

   

FINANCIAL:OTHER–0.0%

     

HFF, Inc.–Class A

      4,100        127,387   
     

 

 

 

REAL ESTATE–0.0%

     

DEVELOPERS–0.0%

     

Daelim Industrial Co., Ltd.(b)

      1,420        80,181   
     

 

 

 

Total Common Stocks
(cost $187,489,710)

        212,146,282   
     

 

 

 
    Principal
Amount

(000)
       

CORPORATES–INVESTMENT GRADE–9.7%

     
     

INDUSTRIAL–6.2%

     

BASIC–0.3%

     

Barrick Gold Corp.
4.10%, 5/01/23

    U.S.$        40        34,314   

Dow Chemical Co. (The)
4.125%, 11/15/21

      165        172,984   

Eastman Chemical Co.
3.80%, 3/15/25

      110        106,528   

Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc.
6.50%, 11/15/20

      49        31,605   

Glencore Funding LLC
4.125%, 5/30/23(c)

      126        92,926   

International Paper Co.
3.65%, 6/15/24

      31        30,320   

5.15%, 5/15/46

      11        10,465   

LyondellBasell Industries NV
5.75%, 4/15/24

      200        220,337   

Minsur SA
6.25%, 2/07/24(c)

      168        154,710   

 

14


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
     

Mosaic Co. (The)
5.625%, 11/15/43

  U.S.$          96      $ 92,016   

Sociedad Quimica y Minera de Chile SA
3.625%, 4/03/23(c)

      237        203,820   

Vale Overseas Ltd.
6.875%, 11/21/36

      65        45,438   
     

 

 

 
        1,195,463   
     

 

 

 

CAPITAL GOODS–0.1%

     

General Electric Co.
Series B
4.10%, 12/15/22(f)

      68        67,830   

Odebrecht Finance Ltd.
5.25%, 6/27/29(c)

      217        104,703   

Owens Corning
6.50%, 12/01/16(g)

      11        11,318   

Republic Services, Inc.
3.80%, 5/15/18

      17        17,610   

Yamana Gold, Inc.
4.95%, 7/15/24

      277        234,891   
     

 

 

 
        436,352   
     

 

 

 

COMMUNICATIONS–MEDIA–1.2%

     

21st Century Fox America, Inc.
3.00%, 9/15/22

      400        394,169   

6.15%, 2/15/41

      130        146,084   

CBS Corp.
3.50%, 1/15/25

      215        204,966   

5.75%, 4/15/20

      250        276,233   

CCO Safari II LLC
4.908%, 7/23/25(c)

      165        164,839   

Comcast Corp.
5.15%, 3/01/20

      451        503,915   

Cox Communications, Inc.
2.95%, 6/30/23(c)

      91        80,163   

Discovery Communications LLC
3.45%, 3/15/25

      176        159,330   

Mcgraw Hill Financial, Inc.
4.40%, 2/15/26

      226        231,235   

NBCUniversal Enterprise, Inc.
5.25%, 3/19/21(c)(f)

      233        246,980   

RELX Capital, Inc.
8.625%, 1/15/19

      435        507,332   

Time Warner Cable, Inc.
4.125%, 2/15/21

      165        168,478   

4.50%, 9/15/42

      85        66,706   

Time Warner, Inc.
3.55%, 6/01/24

      99        97,143   

4.70%, 1/15/21

      123        132,380   

7.625%, 4/15/31

      110        136,109   

Viacom, Inc.
3.875%, 4/01/24

      300        281,113   

5.625%, 9/15/19

      83        89,632   
     

 

 

 
        3,886,807   
     

 

 

 
     

COMMUNICATIONS–TELECOMMUNICATIONS–0.7%

     

American Tower Corp.
5.05%, 9/01/20

    U.S.$        380      $ 410,235   

AT&T, Inc.
3.40%, 5/15/25

      475        456,518   

DIRECTV Holdings LLC/DIRECTV
Financing Co., Inc.
3.80%, 3/15/22

      75        75,474   

4.45%, 4/01/24

      292        299,911   

Rogers Communications, Inc.
4.00%, 6/06/22

    CAD        46        35,288   

Telefonica Emisiones SAU
5.462%, 2/16/21

    U.S.$        185        206,759   

Verizon Communications, Inc.
3.50%, 11/01/24

      418        412,859   

6.55%, 9/15/43

      297        352,601   
     

 

 

 
        2,249,645   
     

 

 

 

CONSUMER CYCLICAL–
AUTOMOTIVE–0.4%

     

Ford Motor Credit Co. LLC
5.875%, 8/02/21

      915        1,020,349   

General Motors Co.
3.50%, 10/02/18

      130        131,305   

General Motors Financial Co., Inc.
4.00%, 1/15/25

      41        38,899   

4.30%, 7/13/25

      50        48,485   
     

 

 

 
        1,239,038   
     

 

 

 

CONSUMER CYCLICAL–RETAILERS–0.3%

   

   

CVS Health Corp.
3.875%, 7/20/25

      250        255,145   

Kohl’s Corp.
4.25%, 7/17/25

      320        312,047   

Macy’s Retail Holdings, Inc.
3.875%, 1/15/22

      201        197,923   

Walgreens Boots Alliance, Inc.
3.80%, 11/18/24

      320        310,454   
     

 

 

 
        1,075,569   
     

 

 

 

CONSUMER NON-CYCLICAL–1.4%

   

   

AbbVie, Inc.
3.60%, 5/14/25

      166        163,831   

Actavis Funding SCS
3.80%, 3/15/25

      282        280,560   

3.85%, 6/15/24

      89        89,159   

Agilent Technologies, Inc.
5.00%, 7/15/20

      71        76,279   

Altria Group, Inc.
2.625%, 1/14/20

      320        320,594   

AstraZeneca PLC
6.45%, 9/15/37

      90        113,814   

 

15


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
     

Baxalta, Inc.
5.25%, 6/23/45(c)

    U.S.$        130      $ 130,438   

Bayer US Finance LLC
3.375%, 10/08/24(c)

      321        323,285   

Becton Dickinson and Co.
3.734%, 12/15/24

      141        142,202   

Biogen, Inc.
4.05%, 9/15/25

      251        252,139   

Bunge Ltd. Finance Corp.
8.50%, 6/15/19

      155        179,394   

Celgene Corp.
3.875%, 8/15/25

      280        278,866   

Gilead Sciences, Inc.
3.65%, 3/01/26

      246        248,086   

Grupo Bimbo SAB de CV
3.875%, 6/27/24(c)

      339        329,470   

Kraft Heinz Foods Co.
2.80%, 7/02/20(c)

      130        129,664   

3.50%, 7/15/22(c)

      162        163,117   

Laboratory Corp. of America Holdings
3.60%, 2/01/25

      100        96,494   

Medtronic, Inc.
3.50%, 3/15/25

      320        322,614   

Perrigo Finance PLC
3.50%, 12/15/21

      300        291,597   

Reynolds American, Inc.
3.25%, 11/01/22

      220        217,530   

5.85%, 8/15/45

      79        87,827   

Thermo Fisher Scientific, Inc.
4.15%, 2/01/24

      121        125,680   

Tyson Foods, Inc.
2.65%, 8/15/19

      64        64,035   

3.95%, 8/15/24

      206        211,502   
     

 

 

 
        4,638,177   
     

 

 

 

ENERGY–1.2%

     

Diamond Offshore Drilling, Inc.
4.875%, 11/01/43

      111        67,387   

Encana Corp.
3.90%, 11/15/21

      140        115,559   

Energy Transfer Partners LP
7.50%, 7/01/38

      248        229,060   

EnLink Midstream Partners LP
5.05%, 4/01/45

      215        133,317   

Enterprise Products Operating LLC
3.70%, 2/15/26

      278        249,367   

5.20%, 9/01/20

      185        194,029   

Halliburton Co.
5.00%, 11/15/45

      295        291,620   

Kinder Morgan Energy Partners LP
2.65%, 2/01/19

      302        279,191   

3.95%, 9/01/22

      424        369,100   
     

Kinder Morgan, Inc./DE
5.00%, 2/15/21(c)

    U.S.$        250      $ 237,623   

Marathon Petroleum Corp.
5.125%, 3/01/21

      163        171,082   

Noble Energy, Inc.
3.90%, 11/15/24

      170        151,304   

8.25%, 3/01/19

      374        418,280   

Noble Holding International Ltd.
4.90%, 8/01/20

      3        2,280   

Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24

      232        186,118   

Reliance Holding USA, Inc.
5.40%, 2/14/22(c)

      315        340,354   

Schlumberger Holdings Corp.
3.625%, 12/21/22(c)

      295        291,408   

TransCanada PipeLines Ltd.
6.35%, 5/15/67

      120        90,600   

Valero Energy Corp.
6.125%, 2/01/20

      175        192,989   

Williams Partners LP
4.125%, 11/15/20

      155        138,381   
     

 

 

 
        4,149,049   
     

 

 

 

OTHER INDUSTRIAL–0.1%

  

   

Hutchison Whampoa International 14 Ltd.
1.625%, 10/31/17(c)

      320        317,175   
     

 

 

 

TECHNOLOGY–0.5%

     

Hewlett Packard Enterprise Co.
4.90%, 10/15/25(c)

      300        294,184   

HP, Inc.
4.65%, 12/09/21

      114        113,569   

KLA-Tencor Corp.
4.65%, 11/01/24

      225        226,385   

Motorola Solutions, Inc.

     

3.50%, 3/01/23

      156        136,850   

7.50%, 5/15/25

      35        38,274   

Seagate HDD Cayman
4.75%, 1/01/25

      127        105,753   

Tencent Holdings Ltd.
3.375%, 5/02/19(c)

      335        340,644   

Total System Services, Inc.
2.375%, 6/01/18

      141        139,535   

3.75%, 6/01/23

      139        134,859   
     

 

 

 
        1,530,053   
     

 

 

 
        20,717,328   
     

 

 

 

FINANCIAL INSTITUTIONS–3.1%

     

BANKING–2.0%

     

Barclays Bank PLC
6.625%, 3/30/22(c)

    EUR        84        114,635   

 

16


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
     

Barclays PLC
3.65%, 3/16/25

  U.S.$          270      $ 259,477   

BNP Paribas SA
7.375%, 8/19/25(c)(f)

      200        205,250   

Citigroup, Inc.
3.875%, 3/26/25

      235        228,940   

Compass Bank
5.50%, 4/01/20

      314        334,512   

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands
4.375%, 8/04/25

      320        325,457   

Countrywide Financial Corp.
6.25%, 5/15/16

      92        93,551   

Credit Suisse Group Funding Guernsey Ltd.
3.75%, 3/26/25(c)

      390        377,241   

Goldman Sachs Group, Inc. (The)
3.75%, 5/22/25

      186        187,240   

5.75%, 1/24/22

      335        380,969   

Series D
6.00%, 6/15/20

      440        497,248   

Morgan Stanley
5.625%, 9/23/19

      168        185,405   

Series G
5.50%, 7/24/20

      189        210,284   

Murray Street Investment Trust I
4.647%, 3/09/17

      44        45,333   

Nationwide Building Society
6.25%, 2/25/20(c)

      465        531,654   

PNC Bank NA
3.80%, 7/25/23

      685        706,460   

Rabobank Capital Funding Trust III
5.254%, 10/21/16(c)(f)

      190        193,087   

Santander Issuances SAU
5.179%, 11/19/25

      200        196,970   

Santander UK PLC
5.00%, 11/07/23(c)

      200        208,190   

Standard Chartered PLC
6.409%, 1/30/17(c)(f)

      200        200,200   

Series E
4.00%, 7/12/22(c)

      470        473,525   

UBS AG/Stamford CT
7.625%, 8/17/22

      380        433,200   

UBS Group Funding Jersey Ltd.
4.125%, 9/24/25(c)

      305        303,301   
     

 

 

 
        6,692,129   
     

 

 

 

BROKERAGE–0.1%

     

Nomura Holdings, Inc.
2.00%, 9/13/16

      468        469,881   
     

 

 

 
     

FINANCE–0.1%

     

Aviation Capital Group Corp.
7.125%, 10/15/20(c)

  U.S.$          173      $ 199,043   
     

 

 

 

INSURANCE–0.7%

     

Allied World Assurance Co. Holdings Ltd.
7.50%, 8/01/16

      160        165,306   

American International Group, Inc.
4.875%, 6/01/22

      155        167,391   

6.40%, 12/15/20

      300        346,090   

Dai-ichi Life Insurance Co., Ltd. (The)
5.10%, 10/28/24(c)(f)

      320        332,800   

Hartford Financial Services Group, Inc. (The)
5.125%, 4/15/22

      180        197,679   

5.50%, 3/30/20

      242        267,892   

Lincoln National Corp.
8.75%, 7/01/19

      98        117,699   

MetLife, Inc.
10.75%, 8/01/39

      70        109,638   

Series C
5.25%, 6/15/20(f)

      159        161,783   

Prudential Financial, Inc.
5.625%, 6/15/43

      161        164,623   

XLIT Ltd.
6.375%, 11/15/24

      157        183,014   
     

 

 

 
        2,213,915   
     

 

 

 

REITS–0.2%

     

Host Hotels & Resorts LP
Series D
3.75%, 10/15/23

      10        9,642   

Trust F/1401
5.25%, 12/15/24(c)

      270        267,975   

Welltower, Inc.
5.25%, 1/15/22

      300        324,483   
     

 

 

 
        602,100   
     

 

 

 
        10,177,068   
     

 

 

 

UTILITY–0.4%

     

ELECTRIC–0.2%

     

CMS Energy Corp.
5.05%, 3/15/22

      155        168,569   

Constellation Energy Group, Inc.
5.15%, 12/01/20

      89        96,631   

Entergy Corp.
4.00%, 7/15/22

      223        227,500   

Exelon Corp.
5.10%, 6/15/45(c)

      125        125,912   

Exelon Generation Co. LLC
4.25%, 6/15/22

      128        129,689   

Pacific Gas & Electric Co.
6.05%, 3/01/34

      38        44,773   
     

 

 

 
        793,074   
     

 

 

 

 

17


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
     

NATURAL GAS–0.2%

     

Talent Yield Investments Ltd.
4.50%, 4/25/22(c)

  U.S.$          490      $ 507,505   
     

 

 

 
        1,300,579   
     

 

 

 

Total Corporates–Investment Grade
(cost $32,211,387)

        32,194,975   
     

 

 

 

MORTGAGE PASS-THROUGHS–7.5%

     

AGENCY FIXED RATE 30-YEAR–6.9%

     

Federal Home Loan Mortgage Corp. Gold
4.00%, 1/01/45

      1,252        1,336,908   

Series 2005
5.50%, 1/01/35

      283        317,062   

Series 2007
5.50%, 7/01/35

      28        31,761   

Federal National Mortgage Association
3.00%, 5/01/45

      1,467        1,468,236   

3.50%, 5/01/42–9/01/45

      4,740        4,924,657   

3.50%, 1/01/46, TBA

      100        103,148   

4.00%, 10/01/44–8/01/45

      2,504        2,676,118   

4.00%, 1/01/46, TBA

      2,986        3,159,095   

4.50%, 1/25/46, TBA

      3,238        3,497,040   

5.00%, 12/01/39

      178        195,997   

Series 2004
5.50%, 2/01/34–11/01/34

      106        118,026   

Series 2007
5.50%, 1/01/37–8/01/37

      391        436,921   

Series 2008
5.50%, 8/01/37

      174        195,375   

Series 2015
3.50%, 4/01/45

      598        621,711   

Government National Mortgage Association
3.00%, 7/20/45

      564        572,041   

3.50%, 2/01/46, TBA

      1,855        1,929,272   

4.50%, 7/20/45

      1,031        1,110,745   
     

 

 

 
        22,694,113   
     

 

 

 

AGENCY FIXED RATE 15-YEAR–0.6%

     

Federal National Mortgage Association
2.50%, 1/01/31, TBA

      855        861,813   

3.50%, 5/01/21–10/01/25

      1,202        1,259,907   
     

 

 

 

Total Mortgage Pass-Throughs
(cost $24,814,639)

        2,121,720   
     

 

 

 
        24,815,833   
     

 

 

 
     

ASSET-BACKED SECURITIES–5.5%

     

AUTOS–FIXED RATE–3.2%

     

Ally Auto Receivables Trust
Series 2015-2, Class A3
1.49%, 11/15/19

  U.S.$          306      $ 304,537   

Ally Master Owner Trust
Series 2015-3, Class A
1.63%, 5/15/20

      454        449,759   

AmeriCredit Automobile Receivables Trust
Series 2013-3, Class A3
0.92%, 4/09/18

      219        218,471   

Series 2013-4, Class A3
0.96%, 4/09/18

      108        107,654   

Series 2014-1, Class A3
0.90%, 2/08/19

      258        257,880   

ARI Fleet Lease Trust
Series 2014-A, Class A2
0.81%, 11/15/22(c)

      71        70,445   

Avis Budget Rental Car Funding AESOP LLC
Series 2014-1A, Class A
2.46%, 7/20/20(c)

      705        708,453   

Bank of The West Auto Trust
Series 2015-1, Class A3
1.31%, 10/15/19(c)

      452        450,532   

California Republic Auto Receivables Trust
Series 2014-2, Class A4
1.57%, 12/16/19

      203        201,421   

Series 2015-2, Class A3
1.31%, 8/15/19

      208        206,479   

Capital Auto Receivables Asset Trust
Series 2014-1, Class B
2.22%, 1/22/19

      80        80,213   

Chrysler Capital Auto Receivables Trust
Series 2015-BA, Class A3
1.91%, 3/16/20(c)

      179        178,438   

CPS Auto Receivables Trust
Series 2013-B, Class A
1.82%, 9/15/20(c)

      117        116,312   

Series 2014-B, Class A
1.11%, 11/15/18(c)

      82        81,697   

Drive Auto Receivables Trust
Series 2015-BA, Class A2A
0.93%, 12/15/17(c)

      119        119,178   

Series 2015-CA, Class A2A
1.03%, 2/15/18(c)

      104        104,248   

 

18


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
     

Series 2015-DA, Class A2A
1.23%, 6/15/18(c)

  U.S.$          181      $ 180,814   

Enterprise Fleet Financing LLC
Series 2014-1, Class A2
0.87%, 9/20/19(c)

      110        109,312   

Series 2014-2, Class A2
1.05%, 3/20/20(c)

      205        203,750   

Series 2015-1, Class A2
1.30%, 9/20/20(c)

      446        444,426   

Exeter Automobile Receivables Trust
Series 2014-1A, Class A
1.29%, 5/15/18(c)

      21        21,386   

Series 2014-2A, Class A
1.06%, 8/15/18(c)

      31        30,810   

Fifth Third Auto Trust
Series 2014-3, Class A4
1.47%, 5/17/21

      268        265,745   

Flagship Credit Auto Trust
Series 2013-1, Class A
1.32%, 4/16/18(c)

      17        16,595   

Ford Credit Auto Lease Trust
Series 2014-B, Class A3
0.89%, 9/15/17

      244        243,719   

Ford Credit Auto Owner Trust
Series 2012-D, Class B
1.01%, 5/15/18

      155        154,306   

Series 2014-2, Class A
2.31%, 4/15/26(c)

      440        438,974   

Series 2014-B, Class A2
0.47%, 3/15/17

      9        9,432   

Ford Credit Floorplan Master Owner Trust
Series 2015-2, Class A1
1.98%, 1/15/22

      322        317,282   

GM Financial Automobile Leasing Trust
Series 2015-1, Class A2
1.10%, 12/20/17

      383        382,780   

Series 2015-2, Class A3
1.68%, 12/20/18

      412        409,695   

GMF Floorplan Owner Revolving Trust
Series 2015-1, Class A1
1.65%, 5/15/20(c)

      221        218,935   

Harley-Davidson Motorcycle Trust
Series 2014-1, Class A3
1.10%, 9/15/19

      270        269,002   

Series 2015-1, Class A3
1.41%, 6/15/20

      126        125,289   

Hertz Vehicle Financing II LP
Series 2015-2A, Class A
2.02%, 9/25/19(c)

      180        178,294   
     

Hertz Vehicle Financing LLC
Series 2013-1A, Class A1
1.12%, 8/25/17(c)

  U.S.$          345      $ 344,231   

Series 2013-1A, Class B2
2.48%, 8/25/19(c)

      192        184,370   

Hyundai Auto Lease Securitization Trust
Series 2015-A, Class A2
1.00%, 10/16/17(c)

      278        277,686   

Series 2015-B, Class A3
1.40%, 11/15/18(c)

      213        212,578   

Hyundai Auto Receivables Trust
Series 2012-B, Class C
1.95%, 10/15/18

      140        140,103   

Mercedes Benz Auto Lease Trust
Series 2015-B, Class A3
1.34%, 7/16/18

      223        221,859   

Nissan Auto Lease Trust
Series 2015-A, Class A3
1.40%, 6/15/18

      370        369,281   

Santander Drive Auto Receivables Trust
Series 2014-2, Class A3
0.80%, 4/16/18

      202        202,189   

Series 2015-3, Class A2A
1.02%, 9/17/18

      187        186,960   

Series 2015-4,Class A2A
1.20%, 12/17/18

      215        214,418   

TCF Auto Receivables Owner Trust
Series 2015-1A, Class A2
1.02%, 8/15/18(c)

      265        264,663   

Westlake Automobile Receivables Trust
Series 2015-3A, Class A2A
1.42%, 5/17/21(c)

      198        197,575   
     

 

 

 
        10,492,176   
     

 

 

 

CREDIT CARDS–FIXED RATE–0.9%

   

   

American Express Credit Account Master Trust
Series 2014-2, Class A
1.26%, 1/15/20

      141        140,913   

Barclays Dryrock Issuance Trust
Series 2014-3, Class A
2.41%, 7/15/22

      326        328,636   

Series 2015-2, Class A
1.56%, 3/15/21

      214        213,953   

 

19


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

Capital One Multi-Asset Execution Trust
Series 2015-A5, Class A5
1.60%, 5/17/21

  U.S.$          285      $ 284,037   

Chase Issuance Trust
Series 2014-A1, Class A1
1.15%, 1/15/19

      270        269,997   

Discover Card Execution Note Trust
Series 2015-A2, Class A
1.90%, 10/17/22

      415        408,396   

Synchrony Credit Card Master Note Trust
Series 2012-2, Class A
2.22%, 1/15/22

      379        380,016   

Series 2015-3, Class A
1.74%, 9/15/21

      315        312,513   

World Financial Network Credit Card Master Trust
Series 2012-B, Class A
1.76%, 5/17/21

      310        310,263   

Series 2013-A, Class A
1.61%, 12/15/21

      246        245,057   
     

 

 

 
        2,893,781   
     

 

 

 

AUTOS–FLOATING RATE–0.5%

  

   

BMW Floorplan Master Owner Trust
Series 2015-1A, Class A
0.831%, 7/15/20(c)(g)

      378        377,064   

GE Dealer Floorplan Master Note Trust
Series 2014-1, Class A
0.782%, 7/20/19(g)

      203        202,714   

Series 2015-1, Class A
0.902%, 1/20/20(g)

      384        381,319   

Hertz Fleet Lease Funding LP
Series 2013-3, Class A
0.843%, 12/10/27(c)(g)

      166        165,669   

Navistar Financial Dealer Note Master Trust
Series 2014-1, Class A
1.172%, 10/25/19(c)(g)

      207        206,364   

NCF Dealer Floorplan Master Trust
Series 2014-1A, Class A
1.902%, 10/20/20(c)(g)

      320        320,000   

Volkswagen Credit Auto Master Trust
Series 2014-1A, Class A1
0.752%, 7/22/19(c)(g)

      120        118,667   
     

 

 

 
        1,771,797   
     

 

 

 

OTHER ABS–FIXED RATE–0.5%

  

   

Ascentium Equipment Receivables LLC
Series 2015-2A, Class A1
1.00%, 11/10/16(c)

      335        334,603   
   

CIT Equipment Collateral
Series 2014-VT1, Class A2
0.86%, 5/22/17(c)

  U.S.$          237      $ 236,984   

CNH Equipment Trust
Series 2014-B, Class A4
1.61%, 5/17/21

      210        208,825   

Series 2015-A, Class A4
1.85%, 4/15/21

      227        225,301   

Dell Equipment Finance Trust
Series 2015-1, Class A3
1.30%, 3/23/20(c)

      173        171,665   

Series 2015-2, Class A2A
1.42%, 12/22/17(c)

      179        178,397   

SBA Tower Trust
3.156%, 10/15/20(c)

      251        246,926   
     

 

 

 
        1,602,701   
     

 

 

 

CREDIT CARDS–FLOATING RATE–0.4%

   

   

Cabela’s Credit Card Master Note Trust
Series 2012-1A, Class A2
0.861%, 2/18/20(c)(g)

      325        325,240   

Discover Card Execution Note Trust
Series 2015-A1, Class A1
0.681%, 8/17/20(g)

      240        239,503   

First National Master Note Trust
Series 2013-2, Class A
0.861%, 10/15/19(g)

      346        346,082   

World Financial Network Credit Card Master Trust
Series 2014-A, Class A
0.711%, 12/15/19(g)

      295        295,040   

Series 2015-A, Class A
0.811%, 2/15/22(g)

      256        254,453   
     

 

 

 
        1,460,318   
     

 

 

 

HOME EQUITY LOANS–FIXED RATE–0.0%

     

Credit-Based Asset Servicing and Securitization LLC
Series 2003-CB1, Class AF
3.95%, 1/25/33

      67        67,119   
     

 

 

 

HOME EQUITY LOANS–FLOATING RATE–0.0%

     

Residential Asset Securities Corp. Trust
Series 2003-KS3, Class A2
1.022%, 5/25/33(g)

      1        750   
     

 

 

 

Total Asset-Backed Securities
(cost $18,341,427)

        18,288,642   
     

 

 

 

 

20


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

COMMERCIAL MORTGAGE-BACKED SECURITIES–3.9%

     

NON-AGENCY FIXED RATE CMBS–3.3%

     

Banc of America Commercial Mortgage Trust
Series 2007-4, Class A1A
5.774%, 2/10/51

    U.S.$        547      $ 568,491   

Series 2007-5, Class AM
5.772%, 2/10/51

      150        155,681   

Bear Stearns Commercial Mortgage Securities Trust
Series 2006-PW13, Class AJ
5.611%, 9/11/41

      184        186,037   

BHMS Mortgage Trust
Series 2014-ATLS, Class AFX
3.601%, 7/05/33(c)

      335        338,910   

CGRBS Commercial Mortgage Trust
Series 2013-VN05, Class A
3.369%, 3/13/35(c)

      495        497,043   

Citigroup Commercial Mortgage Trust
Series 2006-C4, Class A1A
5.811%, 3/15/49

      139        139,532   

Series 2015-GC27, Class A5
3.137%, 2/10/48

      246        240,213   

COBALT CMBS Commercial Mortgage Trust
Series 2007-C3, Class A4
5.766%, 5/15/46

      266        276,522   

Commercial Mortgage Loan Trust
Series 2008-LS1, Class A1A
6.044%, 12/10/49

      965        1,012,185   

Commercial Mortgage Pass Through Certificates
Series 2006-C8, Class A1A
5.292%, 12/10/46

      400        408,626   

Commercial Mortgage Trust
Series 2006-C8, Class A4
5.306%, 12/10/46

      294        299,000   

Series 2013-SFS, Class A1
1.873%, 4/12/35(c)

      192        186,826   

Credit Suisse Commercial Mortgage Trust
Series 2007-C3, Class AM
5.699%, 6/15/39

      155        157,853   

CSAIL Commercial Mortgage Trust
Series 2015-C3, Class A4
3.718%, 8/15/48

      343        349,829   
   

DBUBS Mortgage Trust
Series 2011-LC1A, Class E
5.663%, 11/10/46(c)

    U.S.$        130      $ 137,058   

Extended Stay America Trust
Series 2013-ESH7, Class A17
2.295%, 12/05/31(c)

      330        329,243   

GS Mortgage Securities Corp. II
Series 2013-KING, Class A
2.706%, 12/10/27(c)

      473        476,606   

GS Mortgage Securities Trust
Series 2007-GG10, Class A4
5.795%, 8/10/45

      198        203,946   

Series 2013-G1, Class A2
3.557%, 4/10/31(c)

      276        276,191   

JPMorgan Chase Commercial Mortgage Securities Trust
Series 2004-LN2, Class A1A
4.838%, 7/15/41(c)

      108        107,617   

Series 2006-LDP9, Class AM
5.372%, 5/15/47

      135        137,681   

Series 2007-CB19, Class AM
5.695%, 2/12/49

      175        180,327   

Series 2007-LD12, Class AM
6.009%, 2/15/51

      280        294,621   

Series 2007-LDPX, Class A1A
5.439%, 1/15/49

      589        606,716   

Series 2008-C2, Class A1A
5.998%, 2/12/51

      267        275,227   

Series 2010-C2, Class A1
2.749%, 11/15/43(c)

      21        21,344   

Series 2011-C5, Class D
5.323%, 8/15/46(c)

      100        103,004   

JPMBB Commercial Mortgage Securities Trust
Series 2015-C31, Class A3
3.801%, 8/15/48

      368        377,644   

Series 2015-C32, Class C
4.669%, 11/15/48

      195        171,571   

LB-UBS Commercial Mortgage Trust
Series 2006-C6, Class AJ
5.452%, 9/15/39

      97        97,719   

Series 2007-C1, Class AM
5.455%, 2/15/40

      100        103,055   

LSTAR Commercial Mortgage Trust
Series 2014-2, Class A2
2.767%, 1/20/41(c)

      181        179,476   

Series 2015-3, Class A2
2.729%, 4/20/48(c)

      258        256,190   

 

21


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

Merrill Lynch Mortgage Trust
Series 2006-C2, Class A1A
5.739%, 8/12/43

  U.S.$          295      $ 298,384   

ML-CFC Commercial Mortgage
Trust Series 2006-4, Class A1A
5.166%, 12/12/49

      262        267,696   

UBS-Barclays Commercial Mortgage Trust
Series 2012-C3, Class A4
3.091%, 8/10/49

      86        85,788   

Series 2012-C4, Class A5
2.85%, 12/10/45

      168        164,746   

UBS-Citigroup Commercial Mortgage Trust
Series 2011-C1, Class E
5.888%, 1/10/45(c)

      82        87,087   

Wachovia Bank Commercial Mortgage Trust
Series 2006-C26, Class A1A
6.009%, 6/15/45

      129        130,048   

WF-RBS Commercial Mortgage Trust
Series 2012-C9, Class D
4.802%, 11/15/45(c)

      118        114,343   

Series 2013-C14, Class A5
3.337%, 6/15/46

      456        459,807   

Series 2014-C20, Class A2
3.036%, 5/15/47

      206        210,753   
     

 

 

 
        10,970,636   
     

 

 

 

NON-AGENCY FLOATING RATE CMBS–0.6%

     

Carefree Portfolio Trust
Series 2014-CARE, Class A
1.651%, 11/15/19(c)(g)

      169        168,082   

Commercial Mortgage Trust
Series 2014-KYO, Class A
1.201%, 6/11/27(c)(g)

      208        205,974   

Series 2014-SAVA, Class A
1.481%, 6/15/34(c)(g)

      104        103,345   

H/2 Asset Funding NRE
Series 2015-1A
2.074%, 6/24/49(c)(g)

      253        252,825   

JPMorgan Chase Commercial Mortgage Securities Trust
Series 2014-INN, Class A
1.251%, 6/15/29(c)(g)

      339        337,206   

Morgan Stanley Capital I Trust
Series 2015-XLF2, Class AFSA
2.201%, 8/15/26(c)(g)

      119        118,319   

Series 2015-XLF2, Class SNMA
2.281%, 11/15/26(c)(g)

      119        118,232   

PFP III Ltd.
Series 2014-1, Class A
1.515%, 6/14/31 (c)(g)

      105        104,048   
   

Resource Capital Corp., Ltd.
Series 2014-CRE2, Class A
1.401%, 4/15/32(c)(g)

  U.S.$          128      $ 127,384   

Starwood Retail Property Trust
Series 2014-STAR, Class A
1.551%, 11/15/27(c)(g)

      183        180,711   

Wells Fargo Commercial Mortgage Trust
Series 2015-SG1, Class C
4.471%, 12/15/47(h)

      197        180,146   
     

 

 

 
        1,896,272   
     

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $13,321,641)

        12,866,908   
     

 

 

 

GOVERNMENTS–TREASURIES–2.4%

     

BRAZIL–0.1%

     

Brazil Notas do Tesouro Nacional
Series F
10.00%, 1/01/17

    BRL        1,670        401,396   
     

 

 

 

UNITED STATES–2.3%

     

U.S. Treasury Bonds
2.75%, 8/15/42

    U.S.$        280        267,630   

3.00%, 5/15/45

      265        263,789   

3.125%, 2/15/43–8/15/44

      650        665,423   

3.375%, 5/15/44

      234        251,022   

3.625%, 8/15/43

      1,304        1,468,241   

4.375%, 2/15/38

      1,027        1,296,531   

4.625%, 2/15/40

      950        1,237,412   

6.25%, 5/15/30

      149        215,754   

U.S. Treasury Notes
1.50%, 1/31/19

      288        289,013   

1.625%, 8/31/19

      545        546,554   

2.25%, 11/15/25

      788        785,746   

2.50%, 8/15/23

      305        312,923   
     

 

 

 
        7,600,038   
     

 

 

 

Total Governments–Treasuries
(cost $8,073,637)

        8,001,434   
     

 

 

 

COLLATERALIZED MORTGAGE OBLIGATIONS–2.2%

     

GSE RISK SHARE FLOATING RATE–1.4%

     

Bellemeade Re Ltd.
Series 2015-1A, Class M1
2.922%, 7/25/25(c)(g)

      160        159,196   

Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2013-DN2, Class M2
4.672%, 11/25/23(g)

      340        336,507   

Series 2014-DN3, Class M3
4.422%, 8/25/24(g)

      330        316,094   

Series 2014-DN4, Class M3
4.972%, 10/25/24(g)

      250        248,010   

 

22


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

Series 2015-DNA1, Class M3
3.722%, 10/25/27(g)

  U.S.$          260      $ 246,077   

Series 2015-DNA2, Class M2
3.022%, 12/25/27(g)

      524        519,755   

Series 2015-DNA3, Class M3
5.122%, 4/25/28(g)

      250        246,119   

Series 2015-HQ1, Class M2
2.622%, 3/25/25(g)

      388        385,573   

Series 2015-HQA1, Class M2
3.072%, 3/25/28(g)

      363        358,820   

Series 2015-HQA2, Class M3
5.222%, 5/25/28(g)

      250        244,804   

Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C03, Class 1M1
1.622%, 7/25/24(g)

      83        82,581   

Series 2014-C04, Class 1M2
5.322%, 11/25/24(g)

      180        179,483   

Series 2014-C04, Class 2M2
5.422%, 11/25/24(g)

      75        75,178   

Series 2015-C01, Class 1M2
4.722%, 2/25/25(g)

      155        149,498   

Series 2015-C01, Class 2M2
4.972%, 2/25/25(g)

      138        138,960   

Series 2015-C02, Class 2M2
4.422%, 5/25/25(g)

      185        175,159   

Series 2015-C03, Class 1M2
5.422%, 7/25/25(g)

      90        89,536   

Series 2015-C03, Class 2M2
5.422%, 7/25/25(g)

      195        193,654   

Series 2015-C04, Class 1M2
6.122%, 4/25/28(g)

      74        75,453   

Series 2015-C04, Class 2M2
5.972%, 4/25/28(g)

      117        117,795   

JPMorgan Madison Avenue Securities Trust
Series 2014-CH1, Class M2
4.672%, 11/25/24(c)(g)

      36        35,706   

Wells Fargo Credit Risk Transfer Securities Trust
Series 2015-WF1, Class 1M2
5.447%, 11/25/25(c)(g)

      144        144,205   

Series 2015-WF1, Class 2M2
5.697%, 11/25/25(c)(g)

      41        40,894   
     

 

 

 
        4,559,057   
     

 

 

 

NON-AGENCY FIXED RATE–0.6%

     

Alternative Loan Trust
Series 2005-20CB, Class 3A6
5.50%, 7/25/35

      45        42,536   

Series 2005-57CB, Class 4A3
5.50%, 12/25/35

      112        100,300   

Series 2006-23CB, Class 1A7
6.00%, 8/25/36

      77        74,694   

Series 2006-24CB, Class A16
5.75%, 6/25/36

      183        163,584   
   

Series 2006-28CB, Class A14
6.25%, 10/25/36

  U.S.$          126      $ 107,254   

Series 2006-J1, Class 1A13
5.50%, 2/25/36

      113        101,147   

Series 2007-2CB, Class 2A4
5.75%, 3/25/37

      100        87,400   

Chase Mortgage Finance Trust
Series 2007-S5, Class 1A17
6.00%, 7/25/37

      56        47,861   

Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
2.626%, 5/25/35

      25        23,191   

Countrywide Home Loan Mortgage Pass-Through Trust
Series 2006-10, Class 1A8
6.00%, 5/25/36

      95        87,025   

Series 2006-13, Class 1A18
6.25%, 9/25/36

      140        126,663   

Series 2006-13, Class 1A19
6.25%, 9/25/36

      50        45,555   

Series 2007-HYB2, Class 3A1
2.704%, 2/25/47

      268        239,360   

Credit Suisse Mortgage Trust
Series 2010-6R, Class 3A2
5.875%, 1/26/38(c)

      149        124,621   

First Horizon Alternative Mortgage Securities Trust
Series 2006-FA3, Class A9
6.00%, 7/25/36

      207        169,239   

JPMorgan Mortgage Trust
Series 2007-S3, Class 1A8
6.00%, 8/25/37

      80        70,246   

RBSSP Resecuritization Trust
Series 2009-7, Class 10A3
6.00%, 8/26/37(c)

      208        176,382   

Wells Fargo Mortgage Backed Securities Trust
Series 2007-8, Class 2A5
5.75%, 7/25/37

      73        71,547   
     

 

 

 
        1,858,605   
     

 

 

 

NON-AGENCY FLOATING RATE–0.2%

     

Deutsche Alt-A Securities Mortgage Loan Trust
Series 2006-AR4, Class A2
0.612%, 12/25/36(g)

      377        234,670   

HomeBanc Mortgage Trust
Series 2005-1, Class A1
0.672%, 3/25/35(g)

      175        149,897   

JPMorgan Chase Commercial Mortgage Securities Trust
Series 2015-SGP, Class A
2.031%, 7/15/36(c)(g)

      304        303,545   

RBSSP Resecuritization Trust
Series 2010-9, Class 7A6
6.792%, 5/26/37(c)(h)

      182        150,227   
     

 

 

 
        838,339   
     

 

 

 

 

23


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

AGENCY FIXED RATE–0.0%

     

Federal National Mortgage Association REMICS
Series 2010-117, Class DI
4.50%, 5/25/25(i)

    U.S.$        796      $ 83,247   
     

 

 

 

Total Collateralized Mortgage Obligations
(cost $7,472,508)

        7,339,248   
     

 

 

 

CORPORATES–NON-INVESTMENT GRADE–1.5%

   

   
     

FINANCIAL INSTITUTIONS–0.9%

  

   

BANKING–0.8%

     

Bank of America Corp.
Series Z
6.50%, 10/23/24(f)

      79        83,246   

Barclays Bank PLC
6.86%, 6/15/32(c)(f)

      44        50,160   

7.625%, 11/21/22

      239        272,161   

7.75%, 4/10/23

      305        325,587   

Credit Agricole SA
7.875%, 1/23/24(c)(f)

      205        208,895   

HBOS Capital Funding LP
4.939%, 5/23/16(f)

    EUR        298        327,090   

Intesa Sanpaolo SpA
5.017%, 6/26/24(c)

    U.S.$        339        333,525   

LBG Capital No.1 PLC
8.00%, 6/15/20(c)(f)

      94        97,760   

Royal Bank of Scotland Group PLC
Series U
7.64%, 9/30/17(f)

      200        209,000   

Royal Bank of Scotland PLC (The)
9.50%, 3/16/22(c)

      61        65,925   

Societe Generale SA
5.922%, 4/05/17(c)(f)

      100        101,375   

8.00%, 9/29/25(c)(f)

      200        203,407   

UniCredit Luxembourg Finance SA
6.00%, 10/31/17(c)

      230        240,557   
     

 

 

 
        2,518,688   
     

 

 

 

FINANCE–0.1%

     

AerCap Aviation Solutions BV
6.375%, 5/30/17

      200        207,500   

International Lease Finance Corp.
5.875%, 4/01/19

      93        98,580   
     

 

 

 
        306,080   
     

 

 

 
        2,824,768   
     

 

 

 

INDUSTRIAL–0.5%

     

BASIC–0.1%

     

Novelis, Inc.
8.375%, 12/15/17

      29        28,202   

Teck Resources Ltd.
4.50%, 1/15/21

      280        142,800   
     

 

 

 
        171,002   
     

 

 

 
   

CAPITAL GOODS–0.1%

     

Manitowoc Co., Inc. (The)
8.50%, 11/01/20

    U.S.$        43      $ 44,505   

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu
5.75%, 10/15/20

      108        109,857   
     

 

 

 
        154,362   
     

 

 

 

COMMUNICATIONS–MEDIA–0.0%

     

CSC Holdings LLC
8.625%, 2/15/19

      44        46,860   
     

 

 

 

COMMUNICATIONS–TELECOMMUNICATIONS–0.2%

   

   

Numericable-SFR SAS
5.375%, 5/15/22(c)

    EUR        195        216,155   

Sprint Capital Corp.
6.90%, 5/01/19

    U.S.$        370        301,550   

Telecom Italia Capital SA
6.00%, 9/30/34

      65        59,962   
     

 

 

 
        577,667   
     

 

 

 

CONSUMER CYCLICAL–OTHER–0.1%

     

International Game Technology PLC
6.25%, 2/15/22(c)

      200        187,000   

KB Home
4.75%, 5/15/19

      107        103,790   

MCE Finance Ltd.
5.00%, 2/15/21(c)

      210        192,675   
     

 

 

 
        483,465   
     

 

 

 

CONSUMER NON-CYCLICAL–0.0%

     

Valeant Pharmaceuticals International, Inc.
6.125%, 4/15/25(c)

      135        120,488   
     

 

 

 

ENERGY–0.0%

     

SM Energy Co.
6.50%, 1/01/23

      14        10,290   

Transocean, Inc.
6.50%, 11/15/20

      135        93,150   
     

 

 

 
        103,440   
     

 

 

 

TECHNOLOGY–0.0%

     

Advanced Micro Devices, Inc.
6.75%, 3/01/19

      104        75,400   
     

 

 

 
        1,732,684   
     

 

 

 

UTILITY–0.1%

     

ELECTRIC–0.1%

     

AES Corp./VA
7.375%, 7/01/21

      119        121,380   

NRG Energy, Inc.
Series WI
6.25%, 5/01/24

      92        77,298   
     

 

 

 
        198,678   
     

 

 

 

 

24


    AB Variable Products Series Fund

 

   

Principal
Amount

(000)

    U.S. $ Value  
   

NON CORPORATE SECTORS–0.0%

   

   

AGENCIES–NOT GOVERNMENT GUARANTEED–0.0%

   

   

NOVA Chemicals Corp.(c)
5.25%, 8/01/23

  U.S.$          125      $ 123,750   
     

 

 

 

Total Corporates–Non-Investment Grade
(cost $5,216,761)

        4,879,880   
     

 

 

 

INFLATION-LINKED SECURITIES–1.2%

   

   

UNITED STATES–1.2%

     

U.S. Treasury Inflation Index
0.125%, 4/15/19 (TIPS)
(cost $4,217,674)

      4,147        4,123,059   
     

 

 

 

QUASI-SOVEREIGNS–0.3%

  

   
     

QUASI-SOVEREIGN BONDS–0.3%

  

   

CHILE–0.2%

     

Corp. Nacional del Cobre de Chile
4.50%, 9/16/25(c)

      310        291,923   

Empresa de Transporte de Pasajeros Metro SA
4.75%, 2/04/24(c)

      340        348,825   
     

 

 

 
        640,748   
     

 

 

 

MEXICO–0.1%

     

Petroleos Mexicanos
3.50%, 7/18/18–1/30/23

      217        205,142   
     

 

 

 

Total Quasi-Sovereigns
(cost $854,805)

        845,890   
     

 

 

 

GOVERNMENTS–SOVEREIGN AGENCIES–0.2%

   

   

BRAZIL–0.0%

     

Petrobras Global Finance BV
5.75%, 1/20/20

      253        198,605   
     

 

 

 

COLOMBIA–0.0%

     

Ecopetrol SA
5.875%, 5/28/45

      94        67,092   
     

 

 

 

ISRAEL–0.1%

     

Israel Electric Corp. Ltd.
Series 6
5.00%, 11/12/24(c)

      320        326,202   
     

 

 

 

UNITED KINGDOM–0.1%

     

Royal Bank of Scotland Group PLC
7.50%, 8/10/20(f)

      200        208,250   
     

 

 

 

Total Governments–Sovereign Agencies
(cost $865,998)

        800,149   
     

 

 

 

LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.2%

   

   

UNITED STATES–0.2%

     

State of California
Series 2010
7.625%, 3/01/40
(cost $350,483)

      345        502,413   
     

 

 

 
    Shares     U.S. $ Value  
   

PREFERRED STOCKS–0.0%

  

   

FINANCIAL INSTITUTIONS–0.0%

     

INSURANCE–0.0%

     

Allstate Corp. (The)
5.10%
(cost $179,024)

      6,700      $ 165,423   
     

 

 

 
    Principal
Amount
(000)
       

EMERGING MARKETS–CORPORATE BONDS–0.0%

     
     

INDUSTRIAL–0.0%

     

COMMUNICATIONS–TELECOMMUNICATIONS–0.0%

   

   

Comcel Trust via Comunicaciones
Celulares SA
6.875%, 2/06/24(c)
(cost $196,963)

    U.S.$        200        154,000   
     

 

 

 

GOVERNMENTS–SOVEREIGN BONDS–0.0%

     

MEXICO–0.0%

     

Mexico Government International Bond
Series E
5.95%, 3/19/19
(cost $91,814)

      82        91,020   
     

 

 

 

SHORT-TERM INVESTMENTS–3.2%

     

TIME DEPOSIT–2.3%

     

State Street Time Deposit
0.01%, 1/04/16
(cost $7,463,845)

      7,464        7,463,845   
     

 

 

 

GOVERNMENTS–TREASURIES–0.9%

     

Japan Treasury Discount Bill
Series 564
Zero Coupon, 1/25/16
(cost $3,028,148)

    JPY        360,000        2,995,144   
     

 

 

 

Total Short-Term Investments
(cost $10,491,993)

        10,458,989   
     

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned–101.8%
(cost $314,190,464)

        337,674,145   
     

 

 

 

 

25


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    Shares     U.S. $ Value  
   

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.1%

    

 

INVESTMENT COMPANIES–1.1%

   

AB Exchange Reserves–Class I, 0.24%(j)(k)
(cost $3,437,733)

    3,437,733      $ 3,437,733   
   

 

 

 

TOTAL INVESTMENTS–102.9%
(cost $317,628,197)

      341,111,878   

Other assets less
liabilities–(2.9)%

      (9,469,409
   

 

 

 

NET ASSETS–100.0%

    $   331,642,469   
   

 

 

 

    

 

26

FUTURES (see Note D)

 

Type   

Number of

Contracts

    

Expiration

Month

    

Original

Value

    

Value at

December 31, 2015

    

Unrealized

Appreciation/

(Depreciation)

 

Purchased Contracts

              

10 Yr Canadian Bond Futures

     12         March 2016       $ 1,198,762       $ 1,222,722       $ 23,960   

U.S. T-Note 2 Yr (CBT) Futures

     49         March 2016           10,660,345           10,644,484           (15,861

U.S. T-Note 5 Yr (CBT) Futures

     126         March 2016         14,943,921         14,908,360         (35,561

U.S. Ultra Bond (CBT) Futures

     24         March 2016         3,785,394         3,808,500         23,106   

Sold Contracts

              

EURO-BOBL Futures

     32         March 2016         4,585,466         4,544,179         41,287   

U.S. T-Note 10 Yr (CBT) Futures

     15         March 2016         1,892,822         1,888,594         4,228   
              

 

 

 
               $ 41,159   
              

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty   

Contracts to

Deliver

(000)

    

In Exchange

For

(000)

     Settlement
Date
    

Unrealized

Appreciation/

(Depreciation)

 

Bank of America, NA

     USD        1,937         SEK        16,655         2/18/16       $ 38,901   

Bank of America, NA

     JPY        154,000         USD        1,249         2/19/16           (33,404

Barclays Bank PLC

     CNY        2,662         USD        415         2/18/16         10,007   

Barclays Bank PLC

     KRW        523,527         USD        450         2/18/16         4,811   

Barclays Bank PLC

     USD        353         JPY        42,516         2/18/16         1,295   

Barclays Bank PLC

     CNY        3,648         USD        559         3/18/16         7,264   

Barclays Bank PLC

     USD        170         CNY        1,118         3/18/16         (821

BNP Paribas SA

     GBP        248         USD        379         2/18/16         13,173   

BNP Paribas SA

     USD        367         JPY        45,147         2/18/16         8,474   

Goldman Sachs Bank USA

     GBP        310         USD        479         2/18/16         22,032   

Goldman Sachs Bank USA

     BRL        1,754         USD        381         1/04/17         (13,438

HSBC Bank USA

     JPY        155,000         USD        1,257         1/08/16         (32,585

HSBC Bank USA

     JPY        53,594         USD        453         2/18/16         7,039   

JPMorgan Chase Bank

     JPY        206,000         USD        1,679         1/19/16         (35,049

JPMorgan Chase Bank

     USD        536         AUD        752         2/18/16         10,475   

JPMorgan Chase Bank

     JPY        220,000         USD        1,845         3/25/16         10,878   


    AB Variable Products Series Fund

 

Counterparty   

Contracts to

Deliver

(000)

    

In Exchange

For

(000)

     Settlement
Date
    

Unrealized

Appreciation/

(Depreciation)

 

Morgan Stanley & Co., Inc.

   USD     868       JPY     104,389         2/18/16       $ 1,553   

Royal Bank of Scotland PLC

   CAD     659       USD     480         2/18/16         4,007   

Royal Bank of Scotland PLC

   CNY     439       USD     68         2/18/16         1,464   

Royal Bank of Scotland PLC

   KRW     261,423       USD     229         2/18/16         6,539   

Royal Bank of Scotland PLC

   TWD     8,658       USD     266         2/18/16         4,077   

Royal Bank of Scotland PLC

   USD     418       JPY     50,642         2/18/16         3,337   

Standard Chartered Bank

   BRL     730       USD     187         1/05/16         2,431   

Standard Chartered Bank

   USD     184       BRL     730         1/05/16         732   

Standard Chartered Bank

   RUB     9,336       USD     140         1/15/16         12,337   

Standard Chartered Bank

   BRL     730       USD     182         2/02/16         (863

Standard Chartered Bank

   USD     398       JPY     48,857         2/18/16         9,289   

Standard Chartered Bank

   CNY     947       USD     146         3/18/16         2,972   

State Street Bank & Trust Co.

   EUR     618       USD     656         1/27/16           (15,131

State Street Bank & Trust Co.

   AUD     1,101       USD     791         2/18/16         (9,275

State Street Bank & Trust Co.

   CAD     266       USD     202         2/18/16         9,501   

State Street Bank & Trust Co.

   CHF     93       USD     94         2/18/16         1,050   

State Street Bank & Trust Co.

   EUR     1,824       USD     1,989         2/18/16         5,081   

State Street Bank & Trust Co.

   EUR     1,137       USD     1,216         2/18/16         (20,566

State Street Bank & Trust Co.

   GBP     1,499       USD     2,282         2/18/16         71,602   

State Street Bank & Trust Co.

   HKD     6,786       USD     876         2/18/16         (180

State Street Bank & Trust Co.

   ILS     677       USD     174         2/18/16         169   

State Street Bank & Trust Co.

   JPY     37,811       USD     316         2/18/16         1,282   

State Street Bank & Trust Co.

   JPY     104,002       USD     857         2/18/16         (9,307

State Street Bank & Trust Co.

   SEK     2,274       USD     264         2/18/16         (5,326

State Street Bank & Trust Co.

   USD     522       AUD     732         2/18/16         10,609   

State Street Bank & Trust Co.

   USD     629       CHF     621         2/18/16         (7,398

State Street Bank & Trust Co.

   USD     125       CHF     128         2/18/16         2,906   

State Street Bank & Trust Co.

   USD     642       EUR     589         2/18/16         (1,156

State Street Bank & Trust Co.

   USD     1,239       GBP     816         2/18/16         (36,337

State Street Bank & Trust Co.

   USD     2,503       JPY     303,972         2/18/16         28,670   

State Street Bank & Trust Co.

   USD     447       NOK     3,846         2/18/16         (12,557

State Street Bank & Trust Co.

   USD     76       SEK     643         2/18/16         453   

State Street Bank & Trust Co.

   AUD     1,190       USD     861         3/18/16         (3,373

State Street Bank & Trust Co.

   CAD     170       USD     126         3/18/16         3,029   

State Street Bank & Trust Co.

   EUR     537       USD     581         3/18/16         (3,187

State Street Bank & Trust Co.

   GBP     187       USD     286         3/18/16         10,426   

State Street Bank & Trust Co.

   USD     295       SEK     2,551         3/18/16         7,580   

UBS AG

   BRL     730       USD     195         1/05/16         10,422   

UBS AG

   USD     187       BRL     730         1/05/16         (2,431
               

 

 

 
                $   103,483   
               

 

 

 

 

27


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 

Clearing Broker/
(Exchange) &
Referenced Obligation
   Fixed
Rate
(Pay)
Receive
     Implied
Credit
Spread at
December 31,
2015
     Notional
Amount
(000)
     Market
Value
     Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

              

Morgan Stanley & Co., LLC/(INTRCONX):

              

CDX-NAHY Series 21, 5 Year Index, 12/20/18*

     (5.00 )%       3.14    $   2,784       $ (147,723    $ (81,141

CDX-NAIG Series 22, 5 Year Index, 6/20/19*

     (1.00      0.73         4,100         (38,746      1,466   
           

 

 

    

 

 

 
            $   (186,469    $   (79,675
           

 

 

    

 

 

 

 

*   Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

 

                Rate Type        
Clearing Broker/(Exchange)   Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
    Unrealized
Appreciation/
(Depreciation)
 

Morgan Stanley & Co., LLC/(CME Group)

  CAD  6,090        3/10/17      0.973%     3 Month CDOR      $   (12,528

Morgan Stanley & Co., LLC/(CME Group)

  AUD  8,060        3/11/17      2.140%     3 Month BBSW        4,607   

Morgan Stanley & Co., LLC/(CME Group)

  CAD  5,740        6/05/17      1.054%     3 Month CDOR        (16,088

Morgan Stanley & Co., LLC/(CME Group)

  NZD  11,300        6/09/17      3.366%     3 Month BKBM        (63,788

Morgan Stanley & Co., LLC/(CME Group)

  AUD  7,220        6/09/17      2.218%     3 Month BBSW        (3,098

Morgan Stanley & Co., LLC/(CME Group)

    4,920        10/30/17      1.915%     3 Month BBSW        17,115   

Morgan Stanley & Co., LLC/(CME Group)

  GBP  2,090        6/05/20      6 Month LIBOR     1.651%        19,552   

Morgan Stanley & Co., LLC/(CME Group)

  AUD  1,230        3/11/25      6 Month BBSW     2.973%        (2,193

Morgan Stanley & Co., LLC/(CME Group)

  NZD  1,320        6/09/25      3 Month BKBM     4.068%        26,464   

Morgan Stanley & Co., LLC/(CME Group)

  AUD  780        6/09/25      6 Month BBSW     3.384%        15,810   

Morgan Stanley & Co., LLC/(CME Group)

  $ 430        6/09/25      2.488%     3 Month LIBOR        (13,462

Morgan Stanley & Co., LLC/(CME Group)

    1,560        11/10/25      2.256%     3 Month LIBOR          (16,068

Morgan Stanley & Co., LLC/(CME Group)

  GBP  190        6/05/45      2.396%     6 Month LIBOR        (15,321
         

 

 

 
          $ (58,998
         

 

 

 

 

28


    AB Variable Products Series Fund

 

CREDIT DEFAULT SWAPS (see Note D)

 

Swap Counterparty & Referenced
Obligation
  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
December 31,
2015
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

           

Citibank, NA

           

Advanced Micro Devices, Inc.,
7.75%, 8/01/20, 3/20/19*

    (5.00 )%      11.27   $   104      $ 16,526      $ 5,985      $ 10,541   

Sprint Communications, Inc.,
8.375%, 8/15/17, 6/20/19*

    (5.00     9.61        198        24,933        (8,751     33,684   

Sprint Communications, Inc.,
8.375%, 8/15/17, 6/20/19*

    (5.00     9.61        172        21,658        (7,332     28,990   

Sale Contracts

           

BNP Paribas SA

           

Anadarko Petroleum Corp.,
5.95%, 9/15/16, 9/20/17*

    1.00        1.17        530        (2,236     (6,171     3,935   

Credit Suisse International

           

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

    1.00        0.83        39        187        (364     551   
       

 

 

   

 

 

   

 

 

 
        $   61,068      $   (16,633   $   77,701   
       

 

 

   

 

 

   

 

 

 

 

*   Termination date

INFLATION (CPI) SWAPS (see Note D)

 

                   Rate Type         
Swap Counterparty    Notional
Amount
(000)
     Termination
Date
     Payments
made
by the
Fund
     Payments
received
by the
Fund
     Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

   $   1,920         3/04/16         CPI      1.170    $   6,336   

 

#   Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note D)

 

                   Rate Type         
Swap Counterparty    Notional
Amount
(000)
     Termination
Date
     Payments
made
by the
Fund
    

Payments
received

by the

Fund

     Unrealized
Appreciation/
(Depreciation)
 

JPMorgan Chase Bank, NA

   $   1,970         1/30/17         1.059      3 Month LIBOR       $ (11,584

JPMorgan Chase Bank, NA

     2,200         2/07/22         2.043      3 Month LIBOR         (41,922
              

 

 

 
               $   (53,506
              

 

 

 

 

29


BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

 

(a)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(b)   Non-income producing security.

 

(c)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $26,179,927 or 7.9% of net assets.

 

(d)   Fair valued by the Adviser.

 

(e)   Illiquid security.

 

(f)   Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

 

(g)   Floating Rate Security. Stated interest rate was in effect at December 31, 2015.

 

(h)   Variable rate coupon, rate shown as of December 31, 2015.

 

(i)   IO - Interest Only

 

(j)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(k)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

ILS—Israeli Shekel

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

BBSW—Bank Bill Swap Reference Rate (Australia)

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-NAHY—North American High Yield Credit Default Swap Index

CDX-NAIG—North American Investment Grade Credit Default Swap Index

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GDR—Global Depositary Receipt

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

OJSC—Open Joint Stock Company

PJSC—Public Joint Stock Company

REG—Registered Shares

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

 

30


BALANCED WEALTH STRATEGY PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $314,190,464)

   $ 337,674,145 (a) 

Affiliated issuers (cost $3,437,733—investment of cash collateral for securities loaned)

     3,437,733   

Cash

     20,050   

Cash collateral due from broker

     526,914   

Foreign currencies, at value (cost $3,338,542)

     3,385,937   

Interest and dividends receivable

     1,169,446   

Unrealized appreciation on forward currency exchange contracts

     345,867   

Unrealized appreciation on credit default swaps

     77,701   

Receivable for variation margin on exchange-traded derivatives

     40,427   

Receivable for investment securities sold and foreign currency transactions

     31,520   

Receivable for capital stock sold

     16,042   

Unrealized appreciation on inflation swaps

     6,336   

Upfront premium paid on credit default swaps

     5,985   
  

 

 

 

Total assets

     346,738,103   
  

 

 

 

LIABILITIES

  

Payable for investment securities purchased and foreign currency transactions

     10,818,308   

Payable for collateral received on securities loaned

     3,437,733   

Unrealized depreciation on forward currency exchange contracts

     242,384   

Advisory fee payable

     156,888   

Payable for capital stock redeemed

     72,254   

Distribution fee payable

     64,192   

Unrealized depreciation on interest rate swaps

     53,506   

Payable for variation margin on exchange-traded derivatives

     25,831   

Upfront premium received on credit default swaps

     22,618   

Administrative fee payable

     12,020   

Transfer Agent fee payable

     101   

Accrued expenses

     189,799   
  

 

 

 

Total liabilities

     15,095,634   
  

 

 

 

NET ASSETS

   $ 331,642,469   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 30,469   

Additional paid-in capital

     283,086,887   

Undistributed net investment income

     5,083,025   

Accumulated net realized gain on investment and foreign currency transactions

     19,888,514   

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     23,553,574   
  

 

 

 
   $ 331,642,469   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

   $ 33,409,656           3,040,748         $ 10.99   

B

   $   298,232,813           27,427,828         $   10.87   

 

 

 

(a)   Includes securities on loan with a value of $3,270,915 (see Note E).

See notes to financial statements.

 

31


BALANCED WEALTH STRATEGY PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $184,022)

   $ 4,526,277   

Affiliated issuers

     4,021   

Interest

     3,945,849   

Securities lending income

     95,526   

Other income

     599   
  

 

 

 
     8,572,272   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     1,956,957   

Distribution fee—Class B

     800,322   

Transfer agency—Class A

     650   

Transfer agency—Class B

     5,814   

Custodian

     273,518   

Audit and tax

     101,376   

Administrative

     50,833   

Legal

     39,752   

Printing

     22,923   

Directors’ fees

     21,157   

Miscellaneous

     27,687   
  

 

 

 

Total expenses

     3,300,989   
  

 

 

 

Net investment income

     5,271,283   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     22,293,756   

Securities sold short

     (17,070

Futures

     (220,313

Swaps

     (100,367

Foreign currency transactions

     731,583   

Net change in unrealized appreciation/depreciation of:

  

Investments

     (22,714,758

Futures

     47,049   

Swaps

     49,515   

Foreign currency denominated assets and liabilities

     (201,551
  

 

 

 

Net loss on investment and foreign currency transactions

     (132,156
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 5,139,127   
  

 

 

 

 

 

See notes to financial statements.

 

32


 
BALANCED WEALTH STRATEGY PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 5,271,283      $ 6,572,228   

Net realized gain on investment transactions and foreign currency transactions

     22,687,589        35,996,053   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (22,819,745     (16,295,930

Contributions from Affiliates (see Note B)

     –0 –      4,610   
  

 

 

   

 

 

 

Net increase in net assets from operations

     5,139,127        26,276,961   

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (785,980     (1,044,211

Class B

     (6,316,945     (8,162,972

Net realized gain on investment transactions

    

Class A

     (3,162,337     (5,792,408

Class B

     (28,847,554     (52,203,889

CAPITAL STOCK TRANSACTIONS

    

Net increase

     371,544        13,594,406   
  

 

 

   

 

 

 

Total decrease

     (33,602,145     (27,332,113

NET ASSETS

    

Beginning of period

     365,244,614        392,576,727   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $5,083,025 and $5,789,511, respectively)

   $ 331,642,469      $ 365,244,614   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

33


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Balanced Wealth Strategy Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is to maximize total return consistent with the determination of AllianceBernstein L.P. (the “Adviser”) of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

 

34


    AB Variable Products Series Fund

 

addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

35


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stocks:

        

Information Technology

   $ 31,119,771      $ 4,578,402      $ –0 –    $ 35,698,173   

Financials

     20,673,113        11,244,993        –0 –      31,918,106   

Consumer Discretionary

     22,107,680        8,577,434        –0 –      30,685,114   

Health Care

     22,288,699        3,983,494        –0 –      26,272,193   

Industrials

     11,189,141        9,101,690        –0 –      20,290,831   

Consumer Staples

     9,522,146        4,086,108        –0 –      13,608,254   

Equity: Other

     3,928,099        6,832,608        61,746        10,822,453   

Energy

     5,953,724        1,765,172        –0 –      7,718,896   

Retail

     4,381,147        2,959,026        –0 –      7,340,173   

Residential

     4,473,828        1,784,245        242,177        6,500,250   

Utilities

     4,855,532        962,695        –0 –      5,818,227   

Materials

     2,501,761        2,252,895        –0 –      4,754,656   

Telecommunication Services

     1,245,206        2,631,842        –0 –      3,877,048   

Office

     1,384,446        2,123,648        –0 –      3,508,094   

Lodging

     2,242,606        109,423        –0 –      2,352,029   

Mortgage

     774,217        –0 –      –0 –      774,217   

Financial: Other

     127,387        –0 –      –0 –      127,387   

Real Estate

     –0 –      80,181        –0 –      80,181   

Corporates—Investment Grade

     –0 –      32,194,975        –0 –      32,194,975   

Mortgage Pass—Throughs

     –0 –      24,815,833        –0 –      24,815,833   

Asset-Backed Securities

     –0 –      16,348,075        1,940,567        18,288,642   

Commercial Mortgage-Backed Securities

     –0 –      9,269,367        3,597,541        12,866,908   

Governments—Treasuries

     –0 –      8,001,434        –0 –      8,001,434   

Collateralized Mortgage Obligations

     –0 –      386,792        6,952,456        7,339,248   

Corporates—Non-Investment Grade

     –0 –      4,879,880        –0 –      4,879,880   

Inflation-Linked Securities

     –0 –      4,123,059        –0 –      4,123,059   

Quasi-Sovereigns

     –0 –      845,890        –0 –      845,890   

Governments—Sovereign Agencies

     –0 –      800,149        –0 –      800,149   

Local Governments—Municipal Bonds

     –0 –      502,413        –0 –      502,413   

Preferred Stocks

     165,423        –0 –      –0 –      165,423   

Emerging Markets—Corporate Bonds

     –0 –      154,000        –0 –      154,000   

Governments—Sovereign Bonds

     –0 –      91,020        –0 –      91,020   

Short-Term Investments:

        

Time Deposit

     –0 –      7,463,845        –0 –      7,463,845   

Governments—Treasuries

     –0 –      2,995,144        –0 –      2,995,144   

Investments of Cash Collateral for Securities
Loaned in Affiliated Money Market Fund

     3,437,733        –0 –      –0 –      3,437,733   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     152,371,659        175,945,732        12,794,487        341,111,878   

Other Financial Instruments*:

        

Assets:

        

Futures

     92,581        –0 –      –0 –      92,581

Forward Currency Exchange Contracts

     –0 –      345,867        –0 –      345,867   

Centrally Cleared Credit Default Swaps

     –0 –      1,466        –0 –      1,466

Centrally Cleared Interest Rate Swaps

     –0 –      83,548        –0 –      83,548

Credit Default Swaps

     –0 –      77,701        –0 –      77,701   

Inflation (CPI) Swaps

     –0 –      6,336        –0 –      6,336   

 

36


    AB Variable Products Series Fund

 

     Level 1     Level 2     Level 3     Total  

Liabilities:

        

Futures

   $ (51,422   $ –0 –    $ –0 –    $ (51,422 )# 

Forward Currency Exchange Contracts

     –0 –      (242,384     –0 –      (242,384

Centrally Cleared Credit Default Swaps

     –0 –      (81,141     –0 –      (81,141 )# 

Centrally Cleared Interest Rate Swaps

     –0 –      (142,546     –0 –      (142,546 )# 

Interest Rate Swaps

     –0 –      (53,506     –0 –      (53,506
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 152,412,818      $ 175,941,073      $ 12,794,487      $ 341,148,378   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

^   There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Common
Stocks
    Asset-
Backed
Securities
    Commercial
Mortgage-
Backed
Securities
 

Balance as of 12/31/14

   $ 83,861      $ 2,438,554      $ 2,402,381   

Accrued discounts/(premiums)

     –0 –      5,616        (7,725

Realized gain (loss)

     42,616        (16,892     (6,754

Change in unrealized appreciation/depreciation

     11,792        2,111        (123,276

Purchases/Payups

     –0 –      1,208,564        1,385,088   

Sales/Paydowns

     (116,664     (1,290,779     (52,173

Transfers in to Level 3

     282,318        –0 –      –0 – 

Transfers out of Level 3

     –0 –      (406,607     –0 – 
  

 

 

   

 

 

   

 

 

 

Balance as of 12/31/15

   $ 303,923      $ 1,940,567      $ 3,597,541   
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15 *

   $ 11,792      $ (10,659   $ (123,276
  

 

 

   

 

 

   

 

 

 
     Collateralized
Mortgage
Obligation
    Total        

Balance as of 12/31/14

   $ 3,905,817        8,830,613     

Accrued discounts/(premiums)

     19,167        17,058     

Realized gain (loss)

     (16,862     2,108     

Change in unrealized appreciation/depreciation

     (68,878     (178,251  

Purchases/Payups

     4,552,206        7,145,858     

Sales/Paydowns

     (1,438,994     (2,898,610  

Transfers in to Level 3

     –0 –      282,318     

Transfers out of Level 3

     –0 –      (406,607  
  

 

 

   

 

 

   

Balance as of 12/31/15

   $ 6,952,456      $ 12,794,487  
  

 

 

   

 

 

   

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15 *

   $ (83,900   $ (206,043  
  

 

 

   

 

 

   

 

+   There were de minimis transfers under 1% of net assets during the reporting period.

 

*   The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

 

37


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The following presents information about significant unobservable inputs related to the Portfolio’s Level 3 investments at December 31, 2015. Securities priced by third party vendors are excluded from the following table.

 

   

Quantitative Information about Level 3 Fair Value Measurements

    

Fair Value at
12/31/15

 

Valuation Technique

 

Unobservable Input

 

Range/
Weighted Average

Common Stock

  $61,746   Market Approach   Discount of Last Traded Price   25% / N/A
  242,177   Market Approach   Value Reduced Per the Delta of the HSI Index Since the Last Traded Price   22.90 HKD Applying HSI Index delta / NA

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

 

38


    AB Variable Products Series Fund

 

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

8. Repurchase Agreements

It is the Portfolio’s policy that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2015, there were no expenses waived by the Adviser.

During the year ended December 31, 2014, the Adviser reimbursed the Fund $4,610 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,833.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $214,022, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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.

 

39


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases        Sales  

Investment securities (excluding U.S. government securities)

     $ 169,601,073         $ 179,284,768   

U.S. government securities

       289,112,879           300,705,264   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, swaps and foreign currency transactions) are as follows:

 

Cost

   $ 319,375,162   
  

 

 

 

Gross unrealized appreciation

   $ 36,830,187   

Gross unrealized depreciation

     (15,093,471
  

 

 

 

Net unrealized appreciation

   $ 21,736,716   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

 

40


    AB Variable Products Series Fund

 

During the year ended December 31, 2015, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the

 

41


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended December 31, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended December 31, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

 

42


    AB Variable Products Series Fund

 

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

  

Statement of
Assets and Liabilities
Location

   Fair Value    

Statement of
Assets and Liabilities
Location

   Fair Value  

Interest rate contracts

   Receivable/Payable for variation margin on exchange-traded derivatives    $ 176,129   Receivable/Payable for variation margin on exchange-traded derivatives    $ 193,968

Credit contracts

   Receivable/Payable for variation margin on exchange-traded derivatives      1,466   Receivable/Payable for variation margin on exchange-traded derivatives      81,141

Foreign exchange contracts

   Unrealized appreciation on forward currency exchange contracts      345,867      Unrealized depreciation on forward currency exchange contracts      242,384   

Interest rate contracts

        Unrealized depreciation on interest rate swaps      53,506   

Interest rate contracts

   Unrealized appreciation on inflation swaps      6,336        

Credit contracts

   Unrealized appreciation on credit default swaps      77,701        
     

 

 

      

 

 

 

Total

      $ 607,499         $ 570,999   
     

 

 

      

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

43


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ (220,313   $ 47,049   

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities      528,237        (420,028

Interest rate contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      (31,369     (68,566

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      (68,998     118,081   
     

 

 

   

 

 

 

Total

      $ 207,557      $ (323,464
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 21,965,906   

Average original value of sale contracts

   $ 8,506,429   

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 16,903,245   

Average principal amount of sale contracts

   $ 27,566,605   

Interest Rate Swaps:

  

Average notional amount

   $ 5,412,712   

Inflation Swaps:

  

Average notional amount

   $ 1,920,000 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 23,447,888   

Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 474,000 (b) 

Average notional amount of sale contracts

   $ 624,246   

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 6,908,538   

 

(a)   Positions were open for ten months during the year.

 

(b)   Positions were open for seven months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

 

44


    AB Variable Products Series Fund

 

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available for
Offset
    Cash Collateral
Received
    Security Collateral
Received
    Net Amount of
Derivatives Assets
 

Exchange-Traded Derivatives:

           

Goldman Sachs & Co**

   $ 40,427       $ –0 –    $ –0 –    $ –0 –    $ 40,427   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 40,427       $ –0 –    $ –0 –    $ –0 –    $ 40,427   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Bank of America, NA

   $ 38,901       $ (33,404   $ –0 –    $ –0 –    $ 5,497   

Barclays Bank PLC

     29,713         (821     –0 –      –0 –      28,892   

BNP Paribas SA

     21,647         (2,236     –0 –      –0 –      19,411   

Citibank, NA

     63,117         –0 –      –0 –      –0 –      63,117   

Credit Suisse International

     187         –0 –      –0 –      –0 –      187   

Goldman Sachs Bank USA

     22,032         (13,438     –0 –      –0 –      8,594   

HSBC Bank USA

     7,039         (7,039     –0 –      –0 –      –0 – 

JPMorgan Chase Bank/JPMorgan Chase Bank, NA

     21,353         (21,353     –0 –      –0 –      –0 – 

Morgan Stanley & Co., Inc.

     1,553         –0 –      –0 –      –0 –      1,553   

Royal Bank of Scotland PLC

     19,424         –0 –      –0 –      –0 –      19,424   

Standard Chartered Bank

     27,761         (863     –0 –      –0 –      26,898   

State Street Bank & Trust Co.

     152,358         (123,793     –0 –      –0 –      28,565   

UBS AG

     10,422         (2,431     –0 –      –0 –      7,991   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 415,507       $ (205,378   $             –0 –    $             –0 –    $ 210,129
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

Counterparty

   Derivative Liabilities
Subject to a MA
     Derivative
Available for
Offset
    Cash Collateral
Pledged*
    Security Collateral
Pledged
    Net Amount of
Derivatives Liabilities
 

Exchange-Traded Derivatives:

           

Morgan Stanley & Co., LLC**

   $ 25,831       $ –0 –    $ (25,831   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 25,831       $ –0 –    $ (25,831   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Bank of America, NA

   $ 33,404       $ (33,404   $ –0 –    $ –0 –    $ –0 – 

Barclays Bank PLC

     821         (821     –0 –      –0 –      –0 – 

BNP Paribas SA

     2,236         (2,236     –0 –      –0 –      –0 – 

Goldman Sachs Bank USA

     13,438         (13,438     –0 –      –0 –      –0 – 

HSBC Bank USA

     32,585         (7,039     –0 –      –0 –      25,546   

JPMorgan Chase Bank/JPMorgan Chase Bank, NA

     88,555         (21,353     –0 –      –0 –      67,202   

Standard Chartered Bank

     863         (863     –0 –      –0 –      –0 – 

State Street Bank & Trust Co.

     123,793         (123,793     –0 –      –0 –      –0 – 

UBS AG

     2,431         (2,431     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 298,126       $ (205,378   $ –0 –    $             –0 –    $ 92,748
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

45


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. TBA and Dollar Rolls

The Portfolio may invest in TBA mortgage-backed securities. A TBA, or “To Be Announced”, trade represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agree-upon date; however, the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. Mortgage pools (including fixed-rate or variable-rate mortgages) guaranteed by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA transactions.

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the year ended December 31, 2015, the Portfolio earned drop income of $404,781 which is included in interest income in the accompanying statement of operations.

4. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Portfolio sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Portfolio is obligated to replace the borrowed securities at their market price at the time of settlement. The Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. The Portfolio is liable to the buyer for any dividends/interest payable on securities while those securities are in a short position. These dividends/interest are recorded as an expense of the Portfolio. Short sales by the Portfolio involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned.

 

46


    AB Variable Products Series Fund

 

At December 31, 2015, the Portfolio had securities on loan with a value of $3,270,915 and had received cash collateral which has been invested into AB Exchange Reserves of $3,437,733. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $95,526 and $4,021 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 3,292      $ 43,951      $ 43,805      $ 3,438   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

     SHARES          AMOUNT  
     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
         Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

           

Shares sold

     104,328        33,121         $ 1,236,369      $ 438,040   

Shares issued in reinvestment of dividends and distributions

     353,474        571,624           3,948,315        6,836,617   

Shares redeemed

     (449,647     (564,980        (5,329,791     (7,527,554
  

 

 

   

 

 

      

 

 

   

 

 

 

Net increase (decrease)

     8,155        39,765         $ (145,107   $ (252,897
  

 

 

   

 

 

      

 

 

   

 

 

 

Class B

           

Shares sold

     2,141,298        2,052,551         $ 25,514,009      $ 26,889,806   

Shares issued in reinvestment of dividends

     3,176,558        5,089,954           35,164,500        60,366,861   

Shares redeemed

     (5,149,363     (5,629,147        (60,161,858     (73,409,364
  

 

 

   

 

 

      

 

 

   

 

 

 

Net increase

     168,493        1,513,358         $ 516,651      $ 13,847,303   
  

 

 

   

 

 

      

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Below Investment Grade Securities—Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Allocation Risk—The allocation of investments among the different investment styles, such as growth or value, equity or debt securities, or U.S. or non-U.S. securities may have a more significant effect on the Portfolio’s net asset value, or NAV, when one of these investment strategies is performing more poorly than others.

 

47


BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Real Estate Risk—The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or “REITs”, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 9,440,355         $ 12,624,188   

Net long-term capital gains

       29,672,461           54,579,292   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 39,112,816         $ 67,203,480   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 5,755,908   

Undistributed capital gains

     21,059,867   

Accumulated capital and other losses

     (10,640 )(a) 

Unrealized appreciation/(depreciation)

     21,719,977 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 48,525,112   
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had cumulative deferred losses on straddles of $10,640.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, partnerships, passive foreign investment companies (PFICs) and Treasury inflation-protected securities, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of corporate restructurings.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

 

48


    AB Variable Products Series Fund

 

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps and swap clearing fees, foreign currency reclassifications, a dividend redesignation, the tax treatment of partnerships and passive foreign investment companies (PFICs), paydown gain/loss reclassification and the tax treatment of corporate restructurings resulted in a net increase in undistributed net investment income and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

49


BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS    

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $12.16        $13.77        $12.12        $10.90        $11.48   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .20        .26        .23        .22        .23   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .02 †      .71        1.74        1.25        (.53

Contributions from Affiliates

    –0 –      .00 (b)      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .22        .97        1.97        1.47        (.30
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.27     (.39     (.32     (.25     (.28

Distributions from net realized gain on investment transactions

    (1.12     (2.19     –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (1.39     (2.58     (.32     (.25     (.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.99        $12.16        $13.77        $12.12        $10.90   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)

    1.65 %*      7.37 %*      16.49     13.63     (2.81 )%* 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $33,409        $36,882        $41,222        $41,801        $55,395   

Ratio to average net assets of:

         

Expenses

    .70     .71     .65     .65     .66

Net investment income

    1.71     1.96     1.76     1.91     2.03

Portfolio turnover rate**

    132     114     117     90     94

 

 

See footnote summary on page 51.

 

50


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $12.05        $13.65        $12.01        $10.80        $11.38   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .17        .22        .19        .19        .20   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .01 †      .71        1.74        1.24        (.53

Contributions from Affiliates

    –0 –      .00 (b)      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .18        .93        1.93        1.43        (.33
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.24     (.34     (.29     (.22     (.25

Distributions from net realized gain on investment and foreign currency transactions

    (1.12     (2.19     –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (1.36     (2.53     (.29     (.22     (.25
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.87        $12.05        $13.65        $12.01        $10.80   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)

    1.29 %*      7.11 %*      16.27     13.38     (3.06 )%* 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $298,233        $328,363        $351,355        $508,141        $483,047   

Ratio to average net assets of:

         

Expenses

    .95     .96     .90     .90     .91

Net investment income

    1.46     1.71     1.49     1.67     1.78

Portfolio turnover rate**

    132     114     117     90     94

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Amount is less than $.005.

 

(c)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

  Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014 and December 31, 2011 by 0.03%, 0.01%, and 0.02%, respectively.

 

**   The Portfolio accounts for dollar roll transactions as purchases and sales.

See notes to financial statements.

 

51


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Balanced Wealth Strategy Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Balanced Wealth Strategy Portfolio (the “Fund”) (formerly AllianceBernstein Balanced Wealth Strategy Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Balanced Wealth Strategy Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

52


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 20.87% of dividends paid qualify for the dividends received deduction.

 

53


 
BALANCED WEALTH  
STRATEGY PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS   
Marshall C. Turner, Jr.(1), Chairman    Nancy P. Jacklin(1)
John H. Dobkin(1)   

Robert M. Keith, President and Chief Executive Officer

Michael J. Downey(1)    Garry L. Moody(1)
William H. Foulk, Jr.(1)    Earl D. Weiner(1)
D. James Guzy(1)   
  
  
  
OFFICERS   

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Daniel J. Loewy(2), Vice President

Christopher H. Nikolich(2), Vice President

Vadim Zlotnikov(2), Vice President

  

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial
Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

  

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

  

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

  

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

  

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

  

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

  

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Multi-Asset Solutions Team, comprised of senior portfolio managers. Significant day-to-day responsibilities for coordinating the Portfolio’s investments reside with Messrs. Loewy, Nikolich, and Zlotnikov.

 

54


 
BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR    
      

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None
      
DISINTERESTED DIRECTORS    
      

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
      

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.     110      None
      

 

55


BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
      

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
      

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
      

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None

 

56


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.     110      None
      

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

 

 

 

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

57


BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
Robert M. Keith
55
     President and Chief
Executive Officer
     See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Daniel J. Loewy
41
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Christopher H. Nikolich
46
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Vadim Zlotnikov
53
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of the ABIS**, with which she has been associated since prior to 2011.
         
Vincent S. Noto
51
     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI, and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

58


 
BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Balanced Wealth Strategy Portfolio (the “Portfolio”) at a meeting held on August 4-5, 2015.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

 

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BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the August 2015 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Standard & Poor’s (S&P) 500 Index, the Barclays U.S. Aggregate Bond Index and the Portfolio’s blended benchmark (60% S&P 500 Index/40% Barclays U.S. Aggregate Bond Index), in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2015 and (in the case of comparisons with the indices) the since inception period (July 2004 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods, in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the Barclays U.S. Aggregate Bond Index in all periods. It lagged the S&P 500 Index in all periods and its blended benchmark in all periods except the 3-year period. Based on their review, the directors concluded that the Portfolio’s recent performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 1.3 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser pursuant to the Advisory Agreement was more than the Expense Group median.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style. The directors reviewed the relevant advisory fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which invest in equity and debt securities. The directors also noted that the Adviser advises a portfolio of another AB Fund with a similar investment style for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group than the Expense Group, consisting of all funds in the Portfolio’s investment classification/objective. The

 

60


    AB Variable Products Series Fund

 

Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was higher than the Expense Group median and more than the Expense Universe median. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

 

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Balanced Wealth Strategy Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

 

  1. Management fees charged to institutional and other clients of the Adviser for like services;

 

  2. Management fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.4

 

1   The information in the fee evaluation was completed on July 23, 2015 and discussed with the Board of Directors on August 4-6, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

4  

Most of the AB Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

 

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    AB Variable Products Series Fund

 

 

Portfolio  

Net Assets

06/30/15

($MM)

  Advisory Fee Based on % of
Average Daily Net Assets
  Category

Balanced Wealth Strategy Portfolio

  $359.4   0.55% on 1st $2.5 billion   Balanced
    0.45% on next $2.5 billion  
    0.40% on the balance  

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $49,439 (0.013% of the Portfolio’s average daily net assets) for providing such services.

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. All share classes of the Portfolio were operating below their expense caps during the most recently completed fiscal year. Accordingly, the expense limitation was of no effect. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

 

Portfolio   Expense Cap Pursuant
to Expense Limitation
Undertaking
  Gross
Expense
Ratio
(12/31/14)
    Fiscal Year End

Balanced Wealth Strategy Portfolio

  Class A    0.75%     0.71%      December 31
  Class B    1.00%     0.96%     

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given

 

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.5 However, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.6

The Adviser manages The AB Portfolios—Balanced Wealth Strategy (“TAP—Balanced Wealth Strategy”), a retail mutual fund which has a substantially similar investment style as the Portfolio.7 The Adviser also manages AB Global Risk Allocation Fund, Inc. (“Global Risk Allocation Fund, Inc.”), a retail mutual fund in the Balanced category. The advisory fee schedules of TAP—Balanced Wealth Strategy and Global Risk Allocation Fund, Inc. are shown in the table below.

 

Portfolio   AB Mutual Fund   Fee Schedule

Balanced Wealth Strategy Portfolio

  TAP—Balanced Wealth Strategy  

0.55% on first $2.5 billion

0.45% on next $2.5 billion

0.40% on the balance

  Global Risk Allocation Fund, Inc.8  

0.60% on first $200 million

0.50% on next $200 million

0.40% on the balance

The AB Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative services, but not for distribution services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

 

Portfolio      ITM Mutual Fund      Fee  

Balanced Wealth Strategy Portfolio

     Alliance Global Balance (Neutral)9        0.70

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.10 Lipper’s

 

5   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

6   The Adviser does manage two Collective Investment Trusts (“CIT”), AB Balanced 60/40 CIT and AB Balanced 50/50 CIT, that have a somewhat similar investment strategy as Balanced Wealth Strategy Portfolio. However, the Adviser has represented that are no advisory fees charged directly to these CITs. These CITs are among the underlying investments of the Lifetime Income Strategies, which are annuity contracts sold by insurance companies. The Adviser receives a fee for providing asset allocation and administrative services to the Lifetime Income Strategies.

 

7   The AB Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AB Mutual Fund.

 

8   AB Global Risk Allocation Fund, Inc. was previously known as AB Balanced Shares, Inc. and had a different investment strategy that was then similar to Balanced Wealth Strategy Portfolio. The retail mutual fund’s advisory fee schedule does not follow the NYAG related categories since the fund’s advisory fee schedule has lower breakpoints than the NYAG related categories. Although AB Global Risk Allocation Fund, Inc. no longer has a similar investment strategy as Balanced Wealth Strategy Portfolio, the retail mutual fund’s investment advisory fee schedule is shown above for informational purposes.

 

9   This ITM is privately placed or institutional.

 

10   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.”Jones v. Harris at 1429.

 

 

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    AB Variable Products Series Fund

 

analysis included the Portfolio’s contractual management fee11 estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”) .12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio   

Contractual

Management

Fee13

    

Lipper

EG

Median (%)

    

Lipper

EG

Rank

 

Balanced Wealth Strategy Portfolio

     0.550         0.550         5/11   

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.14

 

Portfolio   

Total

Expense

Ratio

(%)15

    

Lipper

EG
Median (%)

    

Lipper

EG
Rank

    

Lipper

EU
Median (%)

    

Lipper

EU
Rank

 

Balanced Wealth Strategy Portfolio

     0.709         0.668         9/11         0.692         15/26   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into

 

11   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

12   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

 

13   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

 

14   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

15   Most recently completed fiscal year Class A total expense ratio.

 

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolios and receive transfer agent fees, Rule 12b-1 payments and commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AB Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $852,412 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $1,798,984 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AB Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.16

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

 

16   The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2014.

 

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Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli17 study on advisory fees and various fund characteristics.18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.19 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $485 billion as of June 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year net performance returns and rankings20 of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)21 for the periods ended May 31, 2015.22

 

Portfolio    Portfolio
Return (%)
    

Lipper

PG
Median (%)

    

Lipper

PU
Median (%)

     Lipper
PG
Rank
     Lipper
PU
Rank
 

Balanced Wealth Strategy Portfolio

              

1 year

     6.93         6.74         6.77         4/11         9/26   

3 year

     12.92         11.98         11.62         3/11         6/25   

5 year

     10.25         10.67         10.25         7/10         12/23   

10 year

     6.09         6.24         6.55         6/9         14/19   

 

17   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

18   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

19   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

20   The performance rankings are for the Class A shares of the Portfolio. The performance returns of the Portfolio shown were provided by Lipper.

 

21   The Portfolio’s PG/PU is identical to the Portfolio’s EG/EU.

 

22   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

 

67


BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5 and 10 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2015.23

 

     

Periods Ending May 31, 2015

Annualized Net Performance (%)

 
     

1

Year

(%)

      

3

Year

(%)

      

5

Year
(%)

       10
Year
(%)
      

Since

Inception

(%)

 

Balanced Wealth Strategy Portfolio

     6.93           12.92           10.25           6.09           6.17   

60% S&P 500 / 40% Barclays U.S. Aggregate Index

     8.34           12.49           11.55           7.00           7.20   

S&P 500 Index

     11.81           19.67           16.54           8.12           8.08   

Barclays US Aggregate Index

     3.03           2.21           3.90           4.61           4.75   

Inception Date: July 1, 2004

                      

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 28, 2015

 

23   The performance returns shown in the table are for the Class A shares of the Portfolio. The performance returns for the Portfolio and the benchmark were provided by the Adviser.

 

68


 

 

 

 

VPS-BW-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

DYNAMIC ASSET ALLOCATION PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
DYNAMIC ASSET ALLOCATION  
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Dynamic Asset Allocation Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to maximize total return consistent with AllianceBernstein L.P.’s (the “Adviser’s”) determination of reasonable risk. The Portfolio invests in a globally diversified portfolio of equity and debt securities, including exchange-traded funds (“ETFs”) and other financial instruments, and expects to enter into derivatives transactions, such as options, futures contracts, forwards, and swaps to achieve market exposure. The Portfolio’s neutral weighting, from which it will make its tactical asset allocations, is 60% equity exposure and 40% debt exposure. Within these broad components, the Portfolio may invest in any type of security, including common and preferred stocks, warrants and convertible securities, government and corporate fixed-income securities, commodities, currencies, real estate-related securities and inflation-indexed securities. The Portfolio may invest in US, non-US and emerging market issuers. The Portfolio may invest in securities of companies across the capitalization spectrum, including smaller capitalization companies. The Portfolio expects its investments in fixed-income securities to have a broad range of maturities and quality levels. The Portfolio is expected to be highly diversified across industries, sectors and countries, and will choose its positions from several market indices worldwide in a manner that is intended to track the performance (before fees and expenses) of those indices.

The Adviser will continuously monitor the risks presented by the Portfolio’s asset allocation and may make frequent adjustments to the Portfolio’s exposures to different asset classes. Using its proprietary Dynamic Asset Allocation (“DAA”) techniques, the Adviser will adjust the Portfolio’s exposure to the equity and debt markets, and to segments within those markets, in response to the Adviser’s assessment of the relative risks and returns of those segments. For example, when the Adviser determines that equity market volatility is particularly low and that, therefore, the equity markets present reasonable return opportunities, the Adviser may increase the Portfolio’s equity exposure to as much as 80%. Conversely, when the Adviser determines that the risks in the equity markets are disproportionately greater than the potential returns offered, the Adviser may reduce the Portfolio’s equity exposure significantly below the target percentage or may even decide to eliminate equity exposure altogether by increasing the Portfolio’s fixed-income exposure to 100%. This investment strategy is intended to reduce the Portfolio’s overall investment risk, but may at times result in the Portfolio underperforming the markets.

The Portfolio expects to utilize derivatives and to invest in ETFs to a significant extent. Derivatives and ETFs may provide more efficient and economical exposure to market segments than direct investments, and the Portfolio’s market exposures may at times be achieved almost entirely through the use of derivatives or through the investments in ETFs. Derivatives transactions and ETFs may also be a quicker and more efficient way to alter the Portfolio’s exposure than buying and selling direct investments. As a result, the Adviser expects to use derivatives as one of the primary tools for adjusting the Portfolio’s exposure levels from its neutral weighting. The Adviser also expects to use direct investments and ETFs to adjust the Portfolio’s exposure levels. In determining when and to what extent to enter into derivatives transactions or to invest in ETFs, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. The Adviser will consider the impact of derivatives and ETFs in making its assessment of the Portfolio’s risks.

Currency exchange rate fluctuations can have a dramatic impact on returns, significantly adding to returns in some years and greatly diminishing them in others. To the extent that the Portfolio invests in non-US dollar-denominated investments, the Adviser will integrate the risks of foreign currency exposures into its investment and asset allocation decision making. The Adviser may seek to hedge all or a portion of the currency exposure resulting from the Portfolio’s investments. The Adviser may also seek investment opportunities through currencies and currency-related derivatives.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its primary benchmark, the Morgan Stanley Capital International (“MSCI”) World Index, its secondary benchmark, the Barclays US Treasury Index, and its blended benchmark, a 60%/40% blend of the MSCI World Index and the Barclays US Treasury Index, respectively, for the one-year period ended December 31, 2015 and since the Portfolio’s inception on April 1, 2011.

All share classes of the Portfolio underperformed the primary, secondary and blended benchmarks for the

 

1


    AB Variable Products Series Fund

 

annual period. As a long-term strategic matter, the Portfolio is underweight US and international equities in favor of real estate investment trust (“REIT”) and emerging equity holdings. The Portfolio’s underweight to US equities and allocations to emerging market equities and REITs detracted. Meanwhile, the DAA Team (the “Team”) made allocation shifts to the Portfolio as the year progressed. At the start of the period, the Portfolio was overweight in risk assets, with global equity and global REIT holdings totaling over 60% of the Portfolio. Mid-year, the overweight was moved to neutral, then moved to an underweight in August, which held through the end of the period. In the first half of the period, the decision to be overweight equity was rewarded, while the underweight to equity detracted at the end of the period. Over the period, the Portfolio carried an overweight to Japanese equities, which contributed to performance. An underweight to emerging-market equities over the period added to performance. Overall, DAA reduced the volatility of the Portfolio while slightly costing returns.

The Portfolio utilized derivatives including forwards, total return swaps, credit default swaps and purchased options for hedging and investment purposes, which detracted from absolute performance for the period; and futures and written options for hedging and investment purposes, which added to returns.

MARKET REVIEW AND INVESTMENT STRATEGY

Global stocks finished the period essentially flat amidst heightened volatility. Outcomes varied significantly by region, with US equities advancing modestly and emerging-market equities trailing significantly. Currency movements also played a role, as a strong US dollar dampened returns for US dollar-based investors. The first half of the period was positive for global equities, though there were some tough patches around weakening Chinese growth and a potential Greek default. The second half of the period was marked by increasing volatility, mainly driven by China’s woes. An unexpected devaluation of China’s currency prompted a steep global pullback and fears of a global economic slowdown lingered through year end. The ongoing slump in commodities and oil also unsettled investors.

In the first half of 2015, the Fund was overweight risk assets, supported by the view of the Team that easy money policies of central banks would continue to provide liquidity to markets, creating conditions with low interest rates and where equity volatility was also likely to remain low. At the same time, strong corporate balance sheets and earnings trends offset slightly elevated equity valuations. The Portfolio maintained a regional bias towards developed international equity markets—particularly in Europe and Japan—as a result of more favorable valuations. The Team took the Portfolio’s risk asset overweight to neutral in June due to diminished return potential before moving to an underweight as risk rose in August. The Portfolio maintained more diversity than the benchmark with allocations to REITs, emerging-market equities, international bonds and inflation-linked bonds. The Portfolio held a modest amount of cash at times to further reduce the Portfolio’s duration.

 

2


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged MSCI World Index and the unmanaged Barclays US Treasury Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI World Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets. The Barclays US Treasury Index represents the performance of US Treasuries within the US government fixed-income market. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Interest Rate Risk: Changes in interest rates will affect the value of the Portfolio’s investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Allocation Risk: The allocation of investments among different global asset classes may have a significant effect on the Portfolio’s net asset value (“NAV”) when one of these asset classes is performing more poorly than others. As both the direct investments and derivatives positions will be periodically adjusted to reflect the Adviser’s view of market and economic conditions, there will be transaction costs that may be, over time, significant. In addition, there is a risk that certain asset allocation decisions may not achieve the desired results and, as a result, the Portfolio may incur significant losses.

Foreign (Non-US) Risk: The Portfolio’s investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

ETF Risk: ETFs are investment companies. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETF’s expenses and runs the risk that the ETF may not achieve its investment objective.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: When the Portfolio borrows money or otherwise leverages its portfolio, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward commitments, or by borrowing money.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


DYNAMIC ASSET ALLOCATION PORTFOLIO
DISCLOSURES AND RISKS  
(continued from previous page)   AB Variable Products Series Fund

 

Liquidity Risk: Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Real Estate Risk: The Portfolio’s investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts (“REITs”) may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in taxes.

Commodity Risk: Investing in commodities and commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

       
THE PORTFOLIO VS. ITS BENCHMARKS    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        Since Inception*  

Dynamic Asset Allocation Portfolio Class A

     -1.09%           4.35%   

Dynamic Asset Allocation Portfolio Class B

     -1.30%           4.11%   

Primary Benchmark: MSCI World Index

     -0.87%           6.83%   

Secondary Benchmark: Barclays US Treasury Index

     0.84%           3.10%   

Blended Benchmark: 60% MSCI World Index / 40% Barclays US Treasury Index

     0.08%           5.59%   

*    Inception date: 4/1/2011.

       

       

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.87% and 1.12% for Class A and Class B, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios to 0.85% and 1.10% for Class A and Class B, respectively. These waivers/reimbursements may not be terminated before May 1, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

DYNAMIC ASSET ALLOCATION PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

4/1/11* – 12/31/15 (unaudited)

 

LOGO

 

*   Inception date: 4/1/2011.

This chart illustrates the total value of an assumed $10,000 investment in Dynamic Asset Allocation Portfolio Class A shares (from 4/1/2011* to 12/31/15) as compared to the performance of the primary, secondary and blended benchmarks. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $   1,000       $   970.10       $   4.12         0.83

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,021.02       $ 4.23         0.83
                 

Class B

           

Actual

   $ 1,000       $ 968.70       $ 5.36         1.08

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,019.76       $ 5.50         1.08

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

DESCRIPTION    U.S. $ VALUE        PERCENT OF NET ASSETS  

U.S. Treasury Bonds & Notes

   $ 94,163,798           18.4

Inflation-Linked Securities

     33,115,095           6.5   

SPDR S&P 500 ETF Trust

     19,616,665           3.8   

Vanguard REIT ETF

     15,791,084           3.1   

iShares Core MSCI Emerging Markets ETF JDR

     10,535,171           2.1   

iShares MSCI EAFE ETF

     5,514,334           1.1   

iShares International Developed Real Estate ETF

     5,080,675           1.0   

Apple, Inc.

     2,295,194           0.5   

Alphabet, Inc.—Class A & Class C

     1,754,312           0.3   

Microsoft Corp.

     1,712,668           0.3   
    

 

 

      

 

 

 
     $   189,578,996           37.1

PORTFOLIO BREAKDOWN

December 31, 2015 (unaudited)

 

 

ASSET CLASSES    CURRENT ALLOCATION  

Equities

    

U.S. Large Cap

     22.4

International Large Cap

     22.5   

U.S. Mid-Cap

     2.0   

U.S. Small-Cap

     2.0   

Emerging Market Equities

     5.4   

Real Estate Equities

     4.1   
    

 

 

 

Sub-total

     58.4   
    

 

 

 

Fixed Income

    

U.S. Bonds

     31.8   

TIPS

     6.5   
    

 

 

 

Sub-total

     38.3   

Opportunistic Assets

    

High Yield

     3.3   
    

 

 

 

Total

     100.0

SECURITY TYPE BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECURITY TYPE    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Common Stocks

   $ 143,870,054           28.4

Governments—Treasuries

     94,163,798           18.6   

Investment Companies

     57,467,530           11.4   

Inflation-Linked Securities

     33,115,095           6.6   

Short-Term Investments

     177,148,802           35.0   
    

 

 

      

 

 

 

Total Investments

   $   505,765,279           100.0

 

 

 

*   Long-term investments.

 

  All data are as of December 31, 2015. The Portfolio breakdown is expressed as an approximate percentage of the Portfolio’s total investments inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

 

  The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

7


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

COMMON STOCKS–28.1%

   
   

FINANCIALS–5.9%

   

BANKS–2.6%

   

Aozora Bank Ltd.

    6,000      $ 20,939   

Australia & New Zealand Banking Group Ltd.

    16,735        337,709   

Banca Monte dei Paschi di Siena SpA(a)

    15,452        20,456   

Banco Bilbao Vizcaya Argentaria SA

    38,399        280,573   

Banco Comercial Portugues SA(a)

    230,718        12,226   

Banco de Sabadell SA

    29,722        52,676   

Banco Espirito Santo SA (REG)(a)(b)(c)

    10,016        –0 –^ 

Banco Popular Espanol SA

    10,844        35,730   

Banco Santander SA

    87,371        429,810   

Bank Hapoalim BM

    4,812        24,840   

Bank Leumi Le-Israel BM(a)

    12,645        43,844   

Bank of America Corp.

    40,395        679,848   

Bank of East Asia Ltd. (The)

    9,600        35,611   

Bank of Ireland(a)

    199,710        73,125   

Bank of Kyoto Ltd. (The)

    2,000        18,547   

Bank of Queensland Ltd.

    3,683        37,153   

Bank of Yokohama Ltd. (The)

    5,000        30,648   

Bankia SA

    22,531        26,220   

Bankinter SA

    4,951        35,109   

Barclays PLC

    99,698        320,905   

BB&T Corp.

    3,000        113,430   

Bendigo & Adelaide Bank Ltd.

    3,446        29,807   

BNP Paribas SA

    6,431        363,849   

BOC Hong Kong Holdings Ltd.

    22,500        68,324   

CaixaBank SA

    13,908        48,408   

Chiba Bank Ltd. (The)

    3,000        21,289   

Citigroup, Inc.

    11,629        601,801   

Comerica, Inc.

    650        27,189   

Commerzbank AG(a)

    6,474        66,802   

Commonwealth Bank of Australia

    10,271        634,999   

Credit Agricole SA

    6,256        73,722   

Danske Bank A/S

    3,980        106,792   

DBS Group Holdings Ltd.

    10,000        117,195   

DNB ASA

    5,944        73,237   

Erste Group Bank AG(a)

    1,696        53,068   

Fifth Third Bancorp

    3,090        62,109   

Fukuoka Financial Group, Inc.

    4,000        19,834   

Gunma Bank Ltd. (The)

    4,000        23,257   

Hachijuni Bank Ltd. (The)

    4,000        24,480   

Hang Seng Bank Ltd.

    4,600        87,599   

Hiroshima Bank Ltd. (The)

    5,000        28,419   

HSBC Holdings PLC

    118,577        936,072   

Huntington Bancshares, Inc./OH

    3,065        33,899   

ING Groep NV

    22,105        299,081   

Intesa Sanpaolo SpA

    70,654        234,642   

Iyo Bank Ltd. (The)

    2,000        19,431   

Japan Post Bank Co., Ltd.(a)

    2,000        29,119   

Joyo Bank Ltd. (The)

    3,000        14,187   

JPMorgan Chase & Co.

    14,265        941,918   
   
   

KBC Groep NV

    1,520      $ 95,040   

KeyCorp

    3,225        42,538   

Lloyds Banking Group PLC

    346,648        372,991   

M&T Bank Corp.

    515        62,408   

Mitsubishi UFJ Financial Group, Inc.

    77,400        479,435   

Mizrahi Tefahot Bank Ltd.

    973        11,621   

Mizuho Financial Group, Inc.

    140,100        280,200   

National Australia Bank Ltd.

    15,512        338,500   

Natixis SA

    9,006        50,948   

Nordea Bank AB

    18,440        202,319   

Oversea-Chinese Banking Corp., Ltd.

    18,000        111,284   

People’s United Financial, Inc.(d)

    1,165        18,815   

PNC Financial Services Group, Inc. (The)

    1,980        188,714   

Raiffeisen Bank International AG(a)

    718        10,522   

Regions Financial Corp.

    5,075        48,720   

Resona Holdings, Inc.

    13,400        65,074   

Royal Bank of Scotland Group PLC(a)

    21,047        93,555   

Seven Bank Ltd.

    5,324        23,348   

Shinsei Bank Ltd.

    12,000        22,083   

Shizuoka Bank Ltd. (The)

    4,000        38,792   

Skandinaviska Enskilda Banken AB–Class A

    9,222        96,983   

Societe Generale SA

    4,399        202,715   

Standard Chartered PLC

    20,008        166,009   

Sumitomo Mitsui Financial Group, Inc.

    7,700        290,606   

Sumitomo Mitsui Trust Holdings, Inc.

    20,000        75,747   

SunTrust Banks, Inc.

    1,990        85,252   

Suruga Bank Ltd.

    1,000        20,609   

Svenska Handelsbanken AB–Class A

    6,684        88,773   

Swedbank AB–Class A

    4,044        89,063   

UniCredit SpA

    26,697        147,599   

Unione di Banche Italiane SpA

    5,202        34,757   

United Overseas Bank Ltd.

    8,000        110,294   

US Bancorp

    6,365        271,595   

Wells Fargo & Co.

    18,025        979,839   

Westpac Banking Corp.

    19,696        477,426   

Zions Bancorporation

    780        21,294   
   

 

 

 
      13,385,396   
   

 

 

 

CAPITAL MARKETS–0.6%

   

3i Group PLC

    7,720        54,687   

Aberdeen Asset Management PLC

    5,585        23,799   

Affiliated Managers Group, Inc.(a)

    207        33,070   

Ameriprise Financial, Inc.

    695        73,962   

Bank of New York Mellon Corp. (The)

    4,265        175,803   

BlackRock, Inc.–Class A

    527        179,454   

 

8


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Charles Schwab Corp. (The)

    4,590      $ 151,149   

Credit Suisse Group AG (REG)(a)

    10,695        230,391   

Daiwa Securities Group, Inc.

    10,000        61,137   

Deutsche Bank AG (REG)

    8,374        203,360   

E*TRADE Financial Corp.(a)

    1,120        33,197   

Franklin Resources, Inc.

    1,470        54,125   

Goldman Sachs Group, Inc. (The)

    1,588        286,205   

Hargreaves Lansdown PLC

    1,481        32,879   

ICAP PLC

    4,211        31,608   

Invesco Ltd.

    1,630        54,572   

Investec PLC

    2,464        17,374   

Julius Baer Group Ltd.(a)

    1,220        59,020   

Legg Mason, Inc.

    410        16,084   

Macquarie Group Ltd.

    1,755        104,989   

Mediobanca SpA

    12,965        124,283   

Morgan Stanley

    5,870        186,725   

Nomura Holdings, Inc.

    22,000        122,541   

Northern Trust Corp.

    860        61,997   

Partners Group Holding AG

    158        56,822   

Schroders PLC

    729        31,930   

State Street Corp.

    1,585        105,181   

T Rowe Price Group, Inc.

    975        69,703   

UBS Group AG

    22,171        430,106   
   

 

 

 
      3,066,153   
   

 

 

 

CONSUMER FINANCE–0.1%

   

Acom Co., Ltd.(a)

    6,200        29,196   

AEON Financial Service Co., Ltd.

    800        17,871   

American Express Co.

    3,310        230,211   

Capital One Financial Corp.

    2,113        152,516   

Credit Saison Co., Ltd.

    700        13,792   

Discover Financial Services

    1,660        89,009   

Navient Corp.

    1,400        16,030   

Provident Financial PLC

    891        44,178   

Synchrony Financial(a)

    3,218        97,859   
   

 

 

 
      690,662   
   

 

 

 

DIVERSIFIED FINANCIAL SERVICES–0.5%

   

ASX Ltd.

    1,453        44,702   

Berkshire Hathaway, Inc.–Class B(a)

    7,244        956,498   

Challenger Ltd./Australia

    4,156        26,193   

CME Group, Inc./IL–Class A

    1,300        117,780   

Deutsche Boerse AG

    1,511        132,819   

Eurazeo SA

    1,243        85,728   

EXOR SpA

    1,279        58,050   

Groupe Bruxelles Lambert SA

    360        30,804   

Hong Kong Exchanges and Clearing Ltd.

    6,700        170,681   

Industrivarden AB–Class C

    996        17,040   

Intercontinental Exchange, Inc.

    466        119,417   

Investment AB Kinnevik–Class B

    2,015        62,065   

Investor AB–Class B

    1,705        62,659   

Japan Exchange Group, Inc.

    3,100        48,458   

Leucadia National Corp.

    1,255        21,824   
   

London Stock Exchange Group PLC

    1,899      $ 76,830   

McGraw Hill Financial, Inc.

    1,060        104,495   

Mitsubishi UFJ Lease & Finance Co., Ltd.

    3,500        18,012   

Moody’s Corp.

    695        69,736   

Nasdaq, Inc.

    460        26,758   

ORIX Corp.

    8,040        112,789   

Pargesa Holding SA

    255        16,110   

Singapore Exchange Ltd.

    10,000        54,084   

Wendel SA

    398        47,332   
   

 

 

 
      2,480,864   
   

 

 

 

INSURANCE–1.2%

   

ACE Ltd.

    1,235        144,310   

Admiral Group PLC

    819        20,013   

Aegon NV

    27,440        155,186   

Aflac, Inc.

    1,655        99,135   

Ageas

    1,646        76,397   

AIA Group Ltd.

    73,125        436,928   

Allianz SE (REG)

    2,771        488,466   

Allstate Corp. (The)

    1,550        96,240   

American International Group, Inc.

    5,002        309,974   

AMP Ltd.

    17,956        75,657   

Aon PLC

    1,065        98,204   

Assicurazioni Generali SpA

    5,214        95,243   

Assurant, Inc.

    260        20,940   

Aviva PLC

    24,265        184,183   

Baloise Holding AG (REG)

    277        35,107   

Chubb Corp. (The)

    910        120,702   

Cincinnati Financial Corp.

    560        33,135   

CNP Assurances

    4,544        61,296   

Dai-ichi Life Insurance Co., Ltd. (The)

    6,545        108,894   

Direct Line Insurance Group PLC

    9,978        59,809   

Gjensidige Forsikring ASA

    1,333        21,335   

Hannover Rueck SE (REG)

    377        43,049   

Hartford Financial Services Group, Inc. (The)

    1,575        68,450   

Insurance Australia Group Ltd.

    10,333        41,497   

Japan Post Holdings Co., Ltd.(a)

    3,000        46,549   

Legal & General Group PLC

    36,049        142,246   

Lincoln National Corp.

    940        47,244   

Loews Corp.

    1,090        41,856   

Mapfre SA

    10,570        26,458   

Marsh & McLennan Cos., Inc.

    2,040        113,118   

Medibank Pvt Ltd.

    33,575        52,354   

MetLife, Inc.

    4,320        208,267   

MS&AD Insurance Group Holdings, Inc.

    3,100        90,907   

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)

    1,050        209,199   

Old Mutual PLC

    29,782        78,346   

Principal Financial Group, Inc.

    1,040        46,779   

Progressive Corp. (The)

    2,245        71,391   

Prudential Financial, Inc.

    1,765        143,689   

 

9


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Prudential PLC

    15,581      $ 351,032   

QBE Insurance Group Ltd.

    8,147        74,098   

RSA Insurance Group PLC

    7,994        50,173   

Sampo Oyj–Class A

    2,714        137,823   

SCOR SE

    1,611        60,280   

Sompo Japan Nipponkoa Holdings, Inc.

    2,000        65,669   

Sony Financial Holdings, Inc.

    875        15,651   

St James’s Place PLC

    3,195        47,355   

Standard Life PLC

    11,878        68,019   

Suncorp Group Ltd.

    7,811        68,581   

Swiss Life Holding AG(a)

    249        67,068   

Swiss Re AG

    2,138        208,811   

T&D Holdings, Inc.

    2,600        34,303   

Tokio Marine Holdings, Inc.

    4,200        162,223   

Torchmark Corp.

    452        25,836   

Travelers Cos., Inc. (The)

    1,230        138,818   

Tryg A/S

    795        15,798   

UnipolSai SpA

    4,035        10,265   

Unum Group

    920        30,627   

XL Group PLC

    1,160        45,449   

Zurich Insurance Group AG(a)

    907        233,008   
   

 

 

 
      6,123,440   
   

 

 

 

REAL ESTATE INVESTMENT TRUSTS (REITs)–0.6%

   

American Tower Corp.

    1,615        156,574   

Apartment Investment & Management Co.–Class A

    575        23,017   

AvalonBay Communities, Inc.

    545        100,351   

Boston Properties, Inc.

    600        76,524   

British Land Co. PLC (The)

    5,864        67,852   

CapitaLand Mall Trust

    14,000        18,996   

Crown Castle International Corp.

    1,270        109,792   

Dexus Property Group

    3,880        21,046   

Equinix, Inc.

    220        66,528   

Equity Residential

    1,390        113,410   

Essex Property Trust, Inc.

    278        66,556   

Fonciere Des Regions

    933        83,449   

Gecina SA

    253        30,758   

General Growth Properties, Inc.

    2,244        61,059   

Goodman Group(d)

    10,596        48,015   

GPT Group (The)

    6,698        23,196   

Hammerson PLC

    4,761        42,089   

HCP, Inc.

    1,780        68,067   

Host Hotels & Resorts, Inc.

    2,900        44,486   

ICADE

    449        30,137   

Intu Properties PLC

    5,825        27,214   

Iron Mountain, Inc.

    708        19,123   

Japan Prime Realty Investment Corp.

    7        23,904   

Japan Real Estate Investment Corp.

    8        38,822   

Japan Retail Fund Investment Corp.

    15        28,858   

Kimco Realty Corp.

    1,580        41,807   

Klepierre

    1,311        58,274   

Land Securities Group PLC

    4,798        83,173   
   

Link REIT

    10,500      $ 62,802   

Macerich Co. (The)

    510        41,152   

Mirvac Group

    40,488        57,960   

Nippon Building Fund, Inc.

    9        43,007   

Nippon Prologis REIT, Inc.

    5        9,045   

Plum Creek Timber Co., Inc.

    630        30,064   

Prologis, Inc.

    2,020        86,698   

Public Storage

    580        143,666   

Realty Income Corp.

    908        46,880   

Scentre Group

    33,577        101,844   

Segro PLC

    3,337        21,118   

Simon Property Group, Inc.

    1,216        236,439   

SL Green Realty Corp.

    376        42,480   

Stockland(d)

    14,259        42,328   

Unibail-Rodamco SE

    613        155,660   

United Urban Investment Corp.

    12        16,291   

Ventas, Inc.

    1,291        72,851   

Vicinity Centres

    20,397        41,379   

Vornado Realty Trust

    685        68,473   

Welltower, Inc.

    1,375        93,541   

Westfield Corp.

    9,308        64,038   

Weyerhaeuser Co.

    1,940        58,161   
   

 

 

 
      3,108,954   
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%

   

Aeon Mall Co., Ltd.

    1,700        29,159   

CapitaLand Ltd.

    35,000        82,267   

CBRE Group, Inc.–Class A(a)

    1,115        38,557   

Cheung Kong Property Holdings Ltd.

    14,840        96,666   

City Developments Ltd.

    3,000        16,139   

Daito Trust Construction Co., Ltd.

    400        46,204   

Daiwa House Industry Co., Ltd.

    4,000        114,985   

Deutsche Wohnen AG

    1,334        36,887   

Global Logistic Properties Ltd.

    30,422        45,942   

Hang Lung Properties Ltd.

    14,000        31,722   

Henderson Land Development Co., Ltd.

    5,324        32,476   

Hulic Co., Ltd.

    2,197        19,291   

Kerry Properties Ltd.

    8,500        23,186   

LendLease Group

    3,450        35,596   

Mitsubishi Estate Co., Ltd.

    8,000        166,347   

Mitsui Fudosan Co., Ltd.

    6,000        150,587   

New World Development Co., Ltd.

    22,000        21,631   

Nomura Real Estate Holdings, Inc.

    800        14,842   

NTT Urban Development Corp.

    1,600        15,373   

Sino Land Co., Ltd.

    16,000        23,349   

Sumitomo Realty & Development Co., Ltd.

    2,000        57,085   

Sun Hung Kai Properties Ltd.

    10,000        120,388   

Swire Pacific Ltd.–Class A

    2,000        22,430   

Swire Properties Ltd.

    25,389        72,839   

Tokyo Tatemono Co., Ltd.

    1,500        16,326   

 

10


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Tokyu Fudosan Holdings Corp.

    2,000      $ 12,536   

Vonovia SE

    2,725        84,184   

Wharf Holdings Ltd. (The)

    13,000        71,925   

Wheelock & Co., Ltd.

    6,000        25,293   
   

 

 

 
      1,524,212   
   

 

 

 
      30,379,681   
   

 

 

 

HEALTH CARE–3.8%

   

BIOTECHNOLOGY–0.6%

   

AbbVie, Inc.

    6,366        377,122   

Actelion Ltd. (REG)(a)

    608        84,478   

Alexion Pharmaceuticals, Inc.(a)

    880        167,860   

Amgen, Inc.

    2,953        479,361   

Baxalta, Inc.

    2,080        81,182   

Biogen, Inc.(a)

    915        280,310   

Celgene Corp.(a)

    3,080        368,861   

CSL Ltd.

    2,881        219,646   

Gilead Sciences, Inc.

    5,680        574,759   

Grifols SA

    757        34,990   

Regeneron Pharmaceuticals, Inc.(a)

    340        184,576   

Vertex Pharmaceuticals, Inc.(a)

    957        120,419   
   

 

 

 
      2,973,564   
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–0.4%

   

Abbott Laboratories

    5,715        256,661   

Baxter International, Inc.

    2,080        79,352   

Becton Dickinson and Co.

    837        128,973   

Boston Scientific Corp.(a)

    5,160        95,150   

Coloplast A/S–Class B

    496        40,046   

CR Bard, Inc.

    315        59,674   

DENTSPLY International, Inc.

    530        32,251   

Edwards Lifesciences Corp.(a)

    890        70,292   

Essilor International SA

    1,241        154,673   

Getinge AB–Class B

    2,013        52,731   

Hoya Corp.

    2,600        106,321   

Intuitive Surgical, Inc.(a)

    155        84,655   

Medtronic PLC

    5,459        419,906   

Olympus Corp.

    1,500        59,053   

Smith & Nephew PLC

    5,421        96,613   

Sonova Holding AG (REG)

    351        44,596   

St Jude Medical, Inc.

    1,065        65,785   

Stryker Corp.

    1,225        113,851   

Sysmex Corp.

    700        44,901   

Terumo Corp.

    1,800        55,788   

Varian Medical Systems, Inc.(a)

    395        31,916   

William Demant Holding A/S(a)

    81        7,716   

Zimmer Biomet Holdings, Inc.

    685        70,274   
   

 

 

 
      2,171,178   
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–0.5%

   

Aetna, Inc.

    1,367        147,800   

Alfresa Holdings Corp.

    800        15,800   

AmerisourceBergen Corp.–Class A

    785        81,412   

Anthem, Inc.

    1,000        139,440   

Cardinal Health, Inc.

    1,245        111,141   
   

Cigna Corp.

    1,015      $ 148,525   

DaVita HealthCare Partners, Inc.(a)

    650        45,312   

Express Scripts Holding Co.(a)

    2,589        226,305   

Fresenius Medical Care AG & Co. KGaA

    1,318        110,758   

Fresenius SE & Co. KGaA

    2,298        163,692   

HCA Holdings, Inc.(a)

    1,250        84,538   

Healthscope Ltd.

    13,458        25,934   

Henry Schein, Inc.(a)

    320        50,621   

Humana, Inc.

    565        100,858   

Laboratory Corp. of America Holdings(a)

    375        46,365   

McKesson Corp.

    915        180,465   

Medipal Holdings Corp.

    1,500        25,566   

Patterson Cos., Inc.

    310        14,015   

Quest Diagnostics, Inc.

    550        39,127   

Ramsay Health Care Ltd.

    1,156        56,843   

Ryman Healthcare Ltd.

    3,027        17,567   

Sonic Healthcare Ltd.

    1,715        22,204   

Suzuken Co., Ltd./Aichi Japan

    600        22,801   

Tenet Healthcare Corp.(a)

    343        10,393   

UnitedHealth Group, Inc.

    3,685        433,503   

Universal Health Services, Inc.–Class B

    350        41,822   
   

 

 

 
      2,362,807   
   

 

 

 

HEALTH CARE
TECHNOLOGY–0.0%

   

Cerner Corp.(a)

    1,180        71,001   

M3, Inc.

    1,200        24,881   
   

 

 

 
      95,882   
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–0.1%

   

Agilent Technologies, Inc.

    1,245        52,053   

Illumina, Inc.(a)

    561        107,681   

Lonza Group AG (REG)(a)

    385        62,614   

PerkinElmer, Inc.

    405        21,696   

QIAGEN NV(a)

    1,320        35,778   

Thermo Fisher Scientific, Inc.

    1,535        217,740   

Waters Corp.(a)

    345        46,430   
   

 

 

 
      543,992   
   

 

 

 

PHARMACEUTICALS–2.2%

   

Allergan PLC(a)

    1,546        483,125   

Astellas Pharma, Inc.

    13,000        185,065   

AstraZeneca PLC

    7,665        517,750   

Bayer AG

    5,020        626,949   

Bristol-Myers Squibb Co.

    6,415        441,288   

Chugai Pharmaceutical Co., Ltd.

    1,000        34,857   

Daiichi Sankyo Co., Ltd.

    3,900        80,495   

Eisai Co., Ltd.

    1,500        99,226   

Eli Lilly & Co.

    3,765        317,239   

Endo International PLC(a)

    783        47,935   

GlaxoSmithKline PLC

    29,442        594,606   

Hisamitsu Pharmaceutical Co., Inc.

    300        12,595   

Johnson & Johnson

    10,705        1,099,618   

 

11


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Kyowa Hakko Kirin Co., Ltd.

    1,000      $ 15,735   

Mallinckrodt PLC(a)

    424        31,643   

Merck & Co., Inc.

    10,855        573,361   

Merck KGaA

    785        76,004   

Mitsubishi Tanabe Pharma Corp.

    1,000        17,229   

Mylan NV(a)

    1,405        75,968   

Novartis AG (REG)

    13,965        1,201,259   

Novo Nordisk A/S–Class B

    12,184        705,432   

Ono Pharmaceutical Co., Ltd.

    500        89,156   

Orion Oyj–Class B

    465        16,088   

Otsuka Holdings Co., Ltd.

    2,371        84,239   

Perrigo Co. PLC

    522        75,533   

Pfizer, Inc.

    23,786        767,812   

Roche Holding AG

    4,265        1,181,867   

Sanofi

    7,220        615,301   

Santen Pharmaceutical Co., Ltd.

    2,500        41,159   

Shionogi & Co., Ltd.

    1,800        81,414   

Shire PLC

    3,579        245,546   

Sumitomo Dainippon Pharma Co., Ltd.(d)

    1,400        16,494   

Taisho Pharmaceutical Holdings Co., Ltd.

    567        40,045   

Takeda Pharmaceutical Co., Ltd.

    4,800        239,325   

Taro Pharmaceutical Industries Ltd.(a)

    45        6,955   

Teva Pharmaceutical Industries Ltd.

    5,202        339,383   

UCB SA

    769        69,412   

Zoetis, Inc.

    1,746        83,668   
   

 

 

 
      11,230,776   
   

 

 

 
      19,378,199   
   

 

 

 

CONSUMER
DISCRETIONARY–3.7%

   

AUTO COMPONENTS–0.3%

   

Aisin Seiki Co., Ltd.

    900        38,735   

BorgWarner, Inc.

    830        35,881   

Bridgestone Corp.

    3,900        133,775   

Cie Generale des Etablissements Michelin–Class B

    1,132        107,747   

Continental AG

    668        161,596   

Delphi Automotive PLC

    1,091        93,531   

Denso Corp.

    3,000        143,356   

GKN PLC

    9,965        45,220   

Goodyear Tire & Rubber Co. (The)

    1,010        32,997   

Johnson Controls, Inc.

    2,530        99,910   

Koito Manufacturing Co., Ltd.

    1,000        41,007   

NGK Spark Plug Co., Ltd.

    1,000        26,328   

NOK Corp.

    700        16,353   

Nokian Renkaat Oyj

    694        24,777   

Stanley Electric Co., Ltd.

    1,600        35,100   

Sumitomo Electric Industries Ltd.

    4,600        64,956   

Sumitomo Rubber Industries Ltd.

    1,200        15,604   

Toyota Industries Corp.

    1,000        53,473   

Valeo SA

    339        52,265   

Yokohama Rubber Co., Ltd. (The)

    1,000        15,358   
   

 

 

 
      1,237,969   
   

 

 

 
   

AUTOMOBILES–0.7%

   

Bayerische Motoren Werke AG

    2,010      211,757   

Daihatsu Motor Co., Ltd.

    3,000        40,470   

Daimler AG (REG)

    5,845        488,373   

Fiat Chrysler Automobiles NV(a)

    5,720        79,439   

Ford Motor Co.

    15,020        211,632   

Fuji Heavy Industries Ltd.

    4,000        164,785   

General Motors Co.

    5,566        189,300   

Harley-Davidson, Inc.

    800        36,312   

Honda Motor Co., Ltd.

    9,900        316,419   

Isuzu Motors Ltd.

    3,500        37,704   

Mazda Motor Corp.

    3,200        66,031   

Mitsubishi Motors Corp.

    3,400        28,766   

Nissan Motor Co., Ltd.

    15,100        158,108   

Peugeot SA(a)

    2,295        40,229   

Porsche Automobil Holding SE (Preference Shares)

    684        36,811   

Renault SA

    1,169        117,012   

Suzuki Motor Corp.

    2,200        66,844   

Toyota Motor Corp.

    16,600        1,022,211   

Volkswagen AG

    140        21,513   

Volkswagen AG (Preference Shares)

    987        142,502   

Yamaha Motor Co., Ltd.

    1,200        26,898   
   

 

 

 
      3,503,116   
   

 

 

 

DISTRIBUTORS–0.0%

   

Genuine Parts Co.

    610        52,393   

Jardine Cycle & Carriage Ltd.

    2,000        48,894   
   

 

 

 
      101,287   
   

 

 

 

DIVERSIFIED CONSUMER SERVICES–0.0%

   

Benesse Holdings, Inc.

    300        8,639   

H&R Block, Inc.(d)

    870        28,980   
   

 

 

 
      37,619   
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–0.4%

   

Accor SA

    750        32,482   

Carnival Corp.

    1,785        97,247   

Carnival PLC

    1,116        63,574   

Chipotle Mexican Grill, Inc.–Class A(a)

    144        69,098   

Compass Group PLC

    10,184        176,470   

Crown Resorts Ltd.

    2,537        22,930   

Darden Restaurants, Inc.

    420        26,729   

Flight Centre Travel Group Ltd.(d)

    471        13,584   

Galaxy Entertainment Group Ltd.

    20,155        63,152   

Genting Singapore PLC

    22,000        11,871   

InterContinental Hotels Group PLC

    1,433        55,856   

Marriott International, Inc./MD–Class A

    745        49,945   

McDonald’s Corp.

    3,630        428,848   

McDonald’s Holdings Co. Japan Ltd.(d)

    500        10,873   

Melco Crown Entertainment Ltd. (ADR)(d)

    577        9,694   

 

12


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Merlin Entertainments PLC(e)

    3,228      $ 21,644   

MGM China Holdings Ltd.

    14,013        17,416   

Oriental Land Co., Ltd./Japan

    1,200        72,596   

Royal Caribbean Cruises Ltd.

    677        68,519   

Sands China Ltd.

    10,875        36,729   

SJM Holdings Ltd.

    13,014        9,256   

Sodexo SA

    572        55,883   

Starbucks Corp.

    5,720        343,372   

Starwood Hotels & Resorts Worldwide, Inc.

    645        44,686   

Tatts Group Ltd.

    15,121        48,007   

TUI AG

    3,700        66,064   

Whitbread PLC

    1,102        71,428   

William Hill PLC

    3,391        19,790   

Wyndham Worldwide Corp.

    450        32,693   

Wynn Macau Ltd.(d)

    35,799        41,591   

Wynn Resorts Ltd.(d)

    310        21,449   

Yum! Brands, Inc.

    1,645        120,167   
   

 

 

 
      2,223,643   
   

 

 

 

HOUSEHOLD DURABLES–0.2%

   

Auto Trader Group PLC(a)(e)

    4,551        29,672   

Barratt Developments PLC

    6,033        55,592   

Casio Computer Co., Ltd.

    800        18,701   

DR Horton, Inc.

    1,255        40,198   

Electrolux AB–Class B

    2,430        58,630   

Garmin Ltd.

    420        15,611   

Harman International Industries, Inc.

    290        27,321   

Iida Group Holdings Co., Ltd.

    1,346        24,947   

Leggett & Platt, Inc.

    525        22,061   

Lennar Corp.–Class A(d)

    650        31,792   

Mohawk Industries, Inc.(a)

    250        47,347   

Newell Rubbermaid, Inc.

    1,025        45,182   

Nikon Corp.(d)

    1,500        20,090   

Panasonic Corp.

    13,400        135,843   

Persimmon PLC(a)

    1,857        55,400   

PulteGroup, Inc.

    1,235        22,008   

Rinnai Corp.

    200        17,721   

Sekisui Chemical Co., Ltd.

    2,000        26,113   

Sekisui House Ltd.

    3,000        50,441   

Sony Corp.

    7,700        189,241   

Taylor Wimpey PLC

    19,787        59,150   

Whirlpool Corp.

    300        44,061   
   

 

 

 
      1,037,122   
   

 

 

 

INTERNET & CATALOG
RETAIL–0.3%

   

Amazon.com, Inc.(a)

    1,480        1,000,317   

Expedia, Inc.

    382        47,483   

Netflix, Inc.(a)

    1,632        186,668   

Priceline Group, Inc. (The)(a)

    197        251,165   

Rakuten, Inc.

    4,835        55,688   

TripAdvisor, Inc.(a)

    412        35,123   
   

 

 

 
      1,576,444   
   

 

 

 

LEISURE PRODUCTS–0.0%

   

Bandai Namco Holdings, Inc.

    900        19,015   

Hasbro, Inc.

    450        30,312   
   

Mattel, Inc.

    1,285      $ 34,914   

Sankyo Co., Ltd.

    300        11,198   

Sega Sammy Holdings, Inc.

    2,500        23,383   

Shimano, Inc.

    400        61,423   

Yamaha Corp.

    500        12,077   
   

 

 

 
      192,322   
   

 

 

 

MEDIA–0.7%

   

Altice NV–Class A(a)

    3,528        50,688   

Altice NV–Class B(a)

    1,176        17,141   

Axel Springer SE

    401        22,300   

Cablevision Systems Corp.–Class A

    830        26,477   

CBS Corp.–Class B

    1,690        79,650   

Comcast Corp.–Class A

    9,601        541,784   

Dentsu, Inc.(d)

    1,300        71,126   

Discovery Communications, Inc.–Class A(a)(d)

    545        14,541   

Discovery Communications, Inc.–Class C(a)

    995        25,094   

Eutelsat Communications SA

    1,052        31,497   

Hakuhodo DY Holdings, Inc.

    2,490        26,941   

Interpublic Group of Cos., Inc. (The)

    1,545        35,968   

ITV PLC

    23,254        94,675   

JCDecaux SA

    1,374        52,672   

Kabel Deutschland Holding AG

    410        50,661   

Lagardere SCA

    2,184        65,174   

News Corp.–Class A

    1,458        19,479   

News Corp.–Class B

    367        5,123   

Numericable-SFR SAS

    770        27,972   

Omnicom Group, Inc.

    910        68,851   

Pearson PLC

    4,977        53,803   

ProSiebenSat.1 Media SE

    1,328        66,999   

Publicis Groupe SA

    807        53,662   

REA Group Ltd.

    1,002        39,867   

RELX NV

    7,786        131,134   

RELX PLC

    6,934        122,287   

RTL Group SA (Germany)

    312        26,080   

Schibsted ASA–Class B(a)

    1,020        32,507   

Scripps Networks Interactive, Inc.–Class A

    370        20,428   

SES SA

    1,845        51,124   

Singapore Press Holdings Ltd.

    6,000        16,631   

Sky PLC

    6,268        102,750   

TEGNA, Inc.

    850        21,692   

Telenet Group Holding NVH(a)

    459        24,806   

Time Warner Cable, Inc.–Class A

    1,115        206,933   

Time Warner, Inc.

    3,145        203,387   

Toho Co., Ltd./Tokyo

    1,000        27,672   

Twenty-First Century Fox, Inc.–Class A

    4,671        126,864   

Twenty-First Century Fox,
Inc.–Class B

    1,617        44,031   

Viacom, Inc.–Class B

    1,310        53,920   

Vivendi SA

    7,368        158,243   

Walt Disney Co. (The)

    6,014        631,951   

WPP PLC

    7,999        183,991   
   

 

 

 
      3,728,576   
   

 

 

 

 

13


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

MULTILINE RETAIL–0.2%

   

Dollar General Corp.

    1,120      $ 80,495   

Dollar Tree, Inc.(a)

    888        68,571   

Don Quijote Holdings Co., Ltd.

    1,000        35,119   

Isetan Mitsukoshi Holdings Ltd.

    2,200        28,690   

J Front Retailing Co., Ltd.

    1,500        21,807   

Kohl’s Corp.

    730        34,770   

Macy’s, Inc.

    1,255        43,900   

Marks & Spencer Group PLC

    9,926        66,089   

Next PLC

    931        99,962   

Nordstrom, Inc.(d)

    520        25,901   

Ryohin Keikaku Co., Ltd.

    146        29,567   

Target Corp.

    2,425        176,079   
   

 

 

 
      710,950   
   

 

 

 

SPECIALTY RETAIL–0.5%

   

ABC-Mart, Inc.

    500        27,369   

Advance Auto Parts, Inc.

    281        42,293   

AutoNation, Inc.(a)

    285        17,003   

AutoZone, Inc.(a)

    125        92,739   

Bed Bath & Beyond, Inc.(a)

    645        31,121   

Best Buy Co., Inc.

    1,150        35,017   

CarMax, Inc.(a)

    770        41,557   

Dixons Carphone PLC

    7,310        53,795   

Dufry AG (REG)(a)

    264        31,411   

Fast Retailing Co., Ltd.

    300        104,943   

GameStop Corp.–Class A(d)

    415        11,637   

Gap, Inc. (The)

    905        22,353   

Hennes & Mauritz AB–Class B

    5,764        205,027   

Hikari Tsushin, Inc.

    200        13,620   

Home Depot, Inc. (The)

    4,980        658,605   

Industria de Diseno Textil SA

    6,622        227,493   

Kingfisher PLC

    14,379        69,644   

L Brands, Inc.

    985        94,383   

Lowe’s Cos., Inc.

    3,590        272,984   

Nitori Holdings Co., Ltd.

    400        33,593   

O’Reilly Automotive, Inc.(a)

    390        98,834   

Ross Stores, Inc.

    1,600        86,096   

Sanrio Co., Ltd.(d)

    500        11,747   

Shimamura Co., Ltd.

    200        23,422   

Signet Jewelers Ltd.

    308        38,097   

Staples, Inc.

    2,465        23,344   

Tiffany & Co.

    455        34,712   

TJX Cos., Inc. (The)

    2,620        185,784   

Tractor Supply Co.

    515        44,032   

Urban Outfitters, Inc.(a)

    335        7,621   

USS Co., Ltd.

    1,310        19,684   

Yamada Denki Co., Ltd.

    2,700        11,663   
   

 

 

 
      2,671,623   
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–0.4%

   

adidas AG

    1,268        123,071   

Asics Corp.(d)

    1,000        20,747   

Burberry Group PLC

    2,695        47,416   

Christian Dior SE

    331        56,224   

Cie Financiere Richemont SA

    3,169        226,815   

Coach, Inc.

    1,030        33,712   

Fossil Group, Inc.(a)(d)

    169        6,179   
   

Hanesbrands, Inc.

    1,527      $ 44,940   

Hermes International

    156        52,732   

HUGO BOSS AG

    623        51,403   

Kering

    338        57,790   

Li & Fung Ltd.

    48,000        32,523   

Luxottica Group SpA

    1,559        101,592   

LVMH Moet Hennessy Louis Vuitton SE

    1,695        266,234   

Michael Kors Holdings Ltd.(a)

    709        28,403   

NIKE, Inc.–Class B

    5,220        326,250   

Pandora A/S

    700        88,259   

PVH Corp.

    345        25,409   

Ralph Lauren Corp.

    240        26,755   

Swatch Group AG (The)

    137        47,575   

Swatch Group AG (The) (REG)

    522        35,251   

Under Armour, Inc.
–Class A(a)(d)

    697        56,185   

VF Corp.

    1,310        81,547   
   

 

 

 
      1,837,012   
   

 

 

 
      18,857,683   
   

 

 

 

INFORMATION TECHNOLOGY–3.6%

   

COMMUNICATIONS EQUIPMENT–0.3%

   

Alcatel-Lucent(a)

    12,407        49,214   

Cisco Systems, Inc.

    19,640        533,324   

F5 Networks, Inc.(a)

    280        27,149   

Harris Corp.

    495        43,015   

Juniper Networks, Inc.

    1,340        36,984   

Motorola Solutions, Inc.

    595        40,728   

Nokia Oyj

    22,736        160,846   

QUALCOMM, Inc.

    6,070        303,409   

Telefonaktiebolaget LM Ericsson–Class B

    18,476        178,133   
   

 

 

 
      1,372,802   
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%

   

Alps Electric Co., Ltd.

    1,053        28,555   

Amphenol Corp.–Class A

    1,200        62,676   

Citizen Holdings Co., Ltd.

    2,800        20,124   

Corning, Inc.

    4,705        86,007   

FLIR Systems, Inc.

    510        14,316   

Hamamatsu Photonics KK

    1,200        32,898   

Hexagon AB–Class B

    2,435        90,078   

Hirose Electric Co., Ltd.

    300        36,322   

Hitachi High-Technologies Corp.

    600        16,226   

Hitachi Ltd.

    29,000        164,325   

Ingenico Group SA

    335        42,284   

Keyence Corp.

    300        164,882   

Kyocera Corp.

    1,900        88,237   

Murata Manufacturing Co., Ltd.

    1,200        172,657   

Omron Corp.

    1,200        40,016   

Shimadzu Corp.

    2,000        33,480   

TDK Corp.

    600        38,426   

TE Connectivity Ltd.

    1,560        100,792   

 

14


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Yaskawa Electric Corp.

    2,000      $ 27,213   

Yokogawa Electric Corp.

    1,100        13,229   
   

 

 

 
      1,272,743   
   

 

 

 

INTERNET SOFTWARE & SERVICES–0.6%

   

Akamai Technologies, Inc.(a)

    705        37,104   

Alphabet, Inc.–Class A(a)

    1,139        886,153   

Alphabet, Inc.–Class C(a)

    1,144        868,159   

eBay, Inc.(a)

    4,285        117,752   

Facebook, Inc.–Class A(a)

    8,737        914,414   

Kakaku.com, Inc.

    961        18,903   

Mixi, Inc.

    409        15,298   

United Internet AG

    1,223        67,239   

VeriSign, Inc.(a)(d)

    375        32,760   

Yahoo Japan Corp.

    6,408        26,048   

Yahoo!, Inc.(a)

    3,315        110,257   
   

 

 

 
      3,094,087   
   

 

 

 

IT SERVICES–0.6%

   

Accenture PLC–Class A

    2,435        254,458   

Alliance Data Systems Corp.(a)

    280        77,440   

Amadeus IT Holding SA–Class A

    2,581        113,757   

Atos SE

    677        56,836   

Automatic Data Processing, Inc.

    1,820        154,190   

Cap Gemini SA

    854        79,239   

Cognizant Technology Solutions Corp.–Class A(a)

    2,330        139,847   

Computershare Ltd.

    3,663        30,822   

CSRA, Inc.

    540        16,200   

Fidelity National Information Services, Inc.

    1,070        64,842   

Fiserv, Inc.(a)

    900        82,314   

Fujitsu Ltd.

    11,000        54,902   

International Business Machines Corp.

    3,476        478,367   

MasterCard, Inc.–Class A

    3,860        375,810   

Nomura Research Institute Ltd.

    600        23,042   

NTT Data Corp.

    500        24,173   

Otsuka Corp.

    600        29,474   

Paychex, Inc.

    1,245        65,848   

PayPal Holdings, Inc.(a)

    4,235        153,307   

Teradata Corp.(a)

    545        14,399   

Total System Services, Inc.

    660        32,868   

Visa, Inc.–Class A

    7,550        585,502   

Western Union Co. (The)–Class W

    1,930        34,566   

Xerox Corp.

    3,845        40,872   
   

 

 

 
      2,983,075   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%

   

Analog Devices, Inc.

    1,180        65,278   

Applied Materials, Inc.

    4,635        86,535   

ARM Holdings PLC

    8,527        129,969   

ASM Pacific Technology Ltd.

    900        7,033   

ASML Holding NV

    1,801        160,022   

Avago Technologies Ltd.

    1,026        148,924   
   

Broadcom Corp.–Class A

    2,120      $ 122,578   

Infineon Technologies AG

    6,845        99,791   

Intel Corp.

    18,340        631,813   

KLA-Tencor Corp.

    610        42,304   

Lam Research Corp.

    629        49,955   

Linear Technology Corp.

    890        37,798   

Microchip Technology, Inc.

    795        36,999   

Micron Technology, Inc.(a)

    4,120        58,339   

NVIDIA Corp.

    1,935        63,778   

NXP Semiconductors NV(a)

    725        61,081   

Qorvo, Inc.(a)

    568        28,911   

Rohm Co., Ltd.

    400        20,260   

Skyworks Solutions, Inc.

    724        55,625   

STMicroelectronics NV

    4,174        27,944   

Texas Instruments, Inc.

    3,975        217,870   

Tokyo Electron Ltd.

    1,000        60,585   

Xilinx, Inc.

    985        46,265   
   

 

 

 
      2,259,657   
   

 

 

 

SOFTWARE–0.8%

   

Activision Blizzard, Inc.

    1,930        74,710   

Adobe Systems, Inc.(a)

    1,910        179,425   

Autodesk, Inc.(a)

    875        53,314   

CA, Inc.

    1,185        33,844   

Check Point Software Technologies Ltd.(a)(d)

    411        33,447   

Citrix Systems, Inc.(a)

    630        47,659   

Dassault Systemes

    924        73,856   

Electronic Arts, Inc.(a)

    1,185        81,433   

Gemalto NV

    323        19,381   

GungHo Online Entertainment, Inc.(d)

    4,000        10,866   

Intuit, Inc.

    1,050        101,325   

Konami Holdings Corp.

    1,300        30,946   

Microsoft Corp.

    30,870        1,712,668   

Mobileye NV(a)(d)

    493        20,844   

Nexon Co., Ltd.

    2,595        42,215   

NICE-Systems Ltd.

    596        34,246   

Nintendo Co., Ltd.

    600        82,506   

Oracle Corp.

    12,550        458,451   

Oracle Corp. Japan

    500        23,280   

Red Hat, Inc.(a)

    690        57,139   

Sage Group PLC (The)

    6,586        58,517   

salesforce.com, Inc.(a)

    2,384        186,906   

SAP SE

    5,977        474,294   

Symantec Corp.

    2,605        54,705   

Trend Micro, Inc./Japan

    500        20,289   
   

 

 

 
      3,966,266   
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.7%

   

Apple, Inc.

    21,805        2,295,194   

Brother Industries Ltd.

    800        9,190   

Canon, Inc.(d)

    6,900        208,725   

EMC Corp./MA

    7,405        190,161   

FUJIFILM Holdings Corp.

    2,800        116,851   

Hewlett Packard Enterprise Co.

    6,960        105,792   

HP, Inc.

    6,960        82,407   

 

15


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Konica Minolta, Inc.

    2,000      $ 20,031   

NEC Corp.

    16,000        50,696   

NetApp, Inc.

    1,140        30,244   

Ricoh Co., Ltd.

    4,000        41,187   

SanDisk Corp.

    770        58,512   

Seagate Technology PLC(d)

    1,150        42,159   

Seiko Epson Corp.

    1,200        18,479   

Western Digital Corp.

    880        52,844   
   

 

 

 
      3,322,472   
   

 

 

 
      18,271,102   
   

 

 

 

INDUSTRIALS–3.2%

   

AEROSPACE & DEFENSE–0.5%

   

Airbus Group SE

    3,570        240,573   

BAE Systems PLC

    19,161        141,073   

Boeing Co. (The)

    2,460        355,691   

Cobham PLC

    7,675        32,050   

General Dynamics Corp.

    1,160        159,338   

Honeywell International, Inc.

    3,005        311,228   

L-3 Communications Holdings, Inc.

    325        38,841   

Lockheed Martin Corp.

    1,050        228,007   

Meggitt PLC

    4,891        27,004   

Northrop Grumman Corp.

    740        139,719   

Precision Castparts Corp.

    540        125,285   

Raytheon Co.

    1,200        149,436   

Rockwell Collins, Inc.

    500        46,150   

Rolls-Royce Holdings PLC(a)

    11,452        97,003   

Safran SA

    1,646        113,085   

Singapore Technologies Engineering Ltd.

    19,000        40,164   

Textron, Inc.

    1,055        44,320   

Thales SA

    694        51,946   

United Technologies Corp.

    3,225        309,826   

Zodiac Aerospace

    1,135        27,025   
   

 

 

 
      2,677,764   
   

 

 

 

AIR FREIGHT &
LOGISTICS–0.2%

   

Bollore SA

    11,606        54,080   

CH Robinson Worldwide, Inc.

    565        35,041   

Deutsche Post AG (REG)

    5,875        164,252   

Expeditors International of Washington, Inc.

    720        32,472   

FedEx Corp.

    1,015        151,225   

Kuehne & Nagel International AG (REG)

    432        59,183   

Royal Mail PLC

    5,456        35,736   

United Parcel Service,
Inc.–Class B

    2,705        260,302   

Yamato Holdings Co., Ltd.

    2,200        46,614   
   

 

 

 
      838,905   
   

 

 

 

AIRLINES–0.1%

   

American Airlines Group, Inc.

    2,582        109,348   

ANA Holdings, Inc.

    8,000        23,081   

Cathay Pacific Airways Ltd.

    20,000        34,413   

Delta Air Lines, Inc.

    3,052        154,706   
   

Deutsche Lufthansa AG (REG)(a)

    3,330      $ 52,451   

easyJet PLC

    964        24,724   

International Consolidated Airlines Group SA

    6,202        55,590   

Japan Airlines Co., Ltd.

    900        32,213   

Singapore Airlines Ltd.

    3,000        23,638   

Southwest Airlines Co.

    2,505        107,865   

United Continental Holdings, Inc.(a)

    1,422        81,481   
   

 

 

 
      699,510   
   

 

 

 

BUILDING PRODUCTS–0.1%

   

Allegion PLC

    385        25,379   

Asahi Glass Co., Ltd.

    4,000        22,915   

Assa Abloy AB–Class B

    6,096        127,606   

Cie de Saint-Gobain

    2,759        119,562   

Daikin Industries Ltd.

    1,400        101,950   

Geberit AG (REG)

    168        56,902   

LIXIL Group Corp.

    1,200        26,652   

Masco Corp.

    1,305        36,932   

TOTO Ltd.

    1,000        35,132   
   

 

 

 
      553,030   
   

 

 

 

COMMERCIAL SERVICES & SUPPLIES–0.1%

   

ADT Corp. (The)(d)

    647        21,338   

Aggreko PLC

    1,141        15,360   

Babcock International Group PLC

    1,139        17,045   

Brambles Ltd.

    9,492        79,494   

Cintas Corp.

    335        30,502   

Dai Nippon Printing Co., Ltd.

    3,000        29,666   

Edenred

    818        15,463   

G4S PLC

    12,380        41,124   

ISS A/S

    954        34,388   

Pitney Bowes, Inc.

    755        15,591   

Republic Services, Inc.–Class A

    900        39,591   

Secom Co., Ltd.

    1,300        88,101   

Societe BIC SA

    221        36,367   

Sohgo Security Services Co., Ltd.

    300        14,070   

Stericycle, Inc.(a)

    360        43,416   

Toppan Printing Co., Ltd.

    2,000        18,426   

Tyco International PLC

    1,595        50,864   

Waste Management, Inc.

    1,595        85,125   
   

 

 

 
      675,931   
   

 

 

 

CONSTRUCTION & ENGINEERING–0.1%

   

ACS Actividades de Construccion y Servicios SA

    1,064        31,130   

Bouygues SA

    1,739        68,953   

CIMIC Group Ltd.

    1,344        23,576   

Ferrovial SA

    2,713        61,350   

Fluor Corp.

    565        26,679   

Jacobs Engineering Group, Inc.(a)

    465        19,507   

JGC Corp.

    1,000        15,306   

Kajima Corp.

    7,000        41,660   

 

16


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Obayashi Corp.

    3,000      $ 27,682   

Quanta Services, Inc.(a)

    765        15,491   

Shimizu Corp.

    4,000        32,617   

Skanska AB–Class B

    3,301        64,018   

Taisei Corp.

    5,000        32,935   

Vinci SA

    2,970        190,361   
   

 

 

 
      651,265   
   

 

 

 

ELECTRICAL EQUIPMENT–0.2%

   

ABB Ltd. (REG)(a)

    13,350        238,266   

Alstom SA(a)(d)

    1,012        30,911   

AMETEK, Inc.

    899        48,177   

Eaton Corp. PLC

    1,794        93,360   

Emerson Electric Co.

    2,500        119,575   

First Solar, Inc.(a)

    270        17,817   

Fuji Electric Co., Ltd.

    4,000        16,776   

Legrand SA

    1,194        67,539   

Mitsubishi Electric Corp.

    12,000        125,962   

Nidec Corp.

    1,300        94,271   

OSRAM Licht AG

    292        12,199   

Prysmian SpA

    1,074        23,466   

Rockwell Automation, Inc.

    530        54,383   

Schneider Electric SE (Paris)

    3,189        181,148   

Vestas Wind Systems A/S

    1,358        94,841   
   

 

 

 
      1,218,691   
   

 

 

 

INDUSTRIAL CONGLOMERATES–0.6%

   

3M Co.

    2,405        362,289   

CK Hutchison Holdings Ltd.

    14,840        199,097   

Danaher Corp.

    2,290        212,695   

General Electric Co.

    36,506        1,137,162   

Keihan Electric Railway Co., Ltd.

    5,000        33,486   

Keppel Corp., Ltd.

    13,000        59,386   

Koninklijke Philips NV

    7,299        186,302   

Roper Technologies, Inc.

    425        80,661   

Seibu Holdings, Inc.

    955        19,503   

Siemens AG (REG)

    4,814        465,735   

Smiths Group PLC

    2,461        34,033   

Toshiba Corp.(a)(d)

    24,000        49,325   
   

 

 

 
      2,839,674   
   

 

 

 

MACHINERY–0.5%

   

Alfa Laval AB

    3,611        65,923   

Amada Holdings Co., Ltd.

    3,000        28,628   

ANDRITZ AG

    485        23,604   

Atlas Copco AB–Class A

    3,037        74,482   

Atlas Copco AB–Class B

    3,579        82,283   

Caterpillar, Inc.

    2,335        158,687   

CNH Industrial NV

    8,194        56,120   

Cummins, Inc.

    650        57,206   

Deere & Co.

    1,185        90,380   

Dover Corp.

    585        35,866   

FANUC Corp.

    1,200        206,748   

Flowserve Corp.

    510        21,461   

GEA Group AG

    896        36,199   

Hino Motors Ltd.

    2,000        23,115   

Hitachi Construction Machinery Co., Ltd.(d)

    700        10,887   
   

Hoshizaki Electric Co., Ltd.

    400      $ 24,866   

IHI Corp.

    8,000        22,084   

Illinois Tool Works, Inc.

    1,275        118,167   

IMI PLC

    1,648        20,912   

Ingersoll-Rand PLC

    1,005        55,566   

JTEKT Corp.

    1,400        22,915   

Kawasaki Heavy Industries Ltd.

    9,000        33,299   

Komatsu Ltd.

    5,700        93,266   

Kone Oyj–Class B

    1,900        80,448   

Kubota Corp.

    7,000        108,141   

Kurita Water Industries Ltd.

    1,200        25,130   

Makita Corp.

    700        40,339   

MAN SE

    407        40,900   

Melrose Industries PLC

    4,594        19,678   

Metso Oyj

    571        12,791   

Minebea Co., Ltd.

    2,000        17,124   

Mitsubishi Heavy Industries Ltd.

    18,000        78,705   

Nabtesco Corp.

    1,000        20,315   

NGK Insulators Ltd.

    2,000        45,080   

NSK Ltd.

    3,000        32,598   

PACCAR, Inc.

    1,360        64,464   

Parker-Hannifin Corp.

    545        52,854   

Pentair PLC

    660        32,690   

Sandvik AB

    12,165        106,042   

Schindler Holding AG

    413        69,094   

Schindler Holding AG (REG)

    271        45,701   

Sembcorp Marine Ltd.(d)

    7,000        8,613   

SMC Corp./Japan

    300        77,920   

Snap-on, Inc.

    220        37,715   

Stanley Black & Decker, Inc.

    615        65,639   

Sumitomo Heavy Industries Ltd.

    6,000        26,897   

THK Co., Ltd.

    800        14,827   

Volvo AB–Class B

    6,759        62,673   

Wartsila Oyj Abp

    793        36,207   

Weir Group PLC (The)

    296        4,348   

Xylem, Inc./NY

    685        25,002   

Zardoya Otis SA(d)

    2,136        24,981   
   

 

 

 
      2,639,580   
   

 

 

 

MARINE–0.0%

   

AP Moeller–Maersk A/S–Class A

    15        19,316   

AP Moeller–Maersk A/S–Class B

    43        56,085   

Mitsui OSK Lines Ltd.

    12,000        30,267   

Nippon Yusen KK

    10,000        24,237   
   

 

 

 
      129,905   
   

 

 

 

PROFESSIONAL SERVICES–0.2%

   

Adecco SA (REG)(a)

    1,033        70,701   

Bureau Veritas SA

    3,094        61,668   

Capita PLC

    4,013        71,401   

Dun & Bradstreet Corp. (The)

    165        17,148   

Equifax, Inc.

    455        50,673   

Experian PLC

    6,015        106,312   

Intertek Group PLC

    720        29,453   

Nielsen Holdings PLC

    1,416        65,986   

Randstad Holding NV

    1,613        100,444   

Recruit Holdings Co., Ltd.

    653        19,194   

Robert Half International, Inc.

    485        22,863   

 

17


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

SGS SA (REG)

    24      $ 45,612   

Verisk Analytics, Inc.–Class A(a)

    600        46,128   
   

 

 

 
      707,583   
   

 

 

 

ROAD & RAIL–0.3%

   

Asciano Ltd.

    827        5,258   

Aurizon Holdings Ltd.

    12,975        41,190   

Central Japan Railway Co.

    875        155,342   

CSX Corp.

    3,760        97,572   

DSV A/S

    1,630        64,163   

East Japan Railway Co.

    2,000        188,332   

Hankyu Hanshin Holdings, Inc.

    5,000        32,499   

JB Hunt Transport Services, Inc.

    353        25,896   

Kansas City Southern

    420        31,361   

Keikyu Corp.

    2,000        16,527   

Keio Corp.

    3,000        25,907   

Keisei Electric Railway Co., Ltd.

    2,000        25,517   

Kintetsu Group Holdings Co., Ltd.

    8,000        32,526   

MTR Corp., Ltd.

    15,500        76,636   

Nagoya Railroad Co., Ltd.

    4,000        16,648   

Nippon Express Co., Ltd.

    3,000        14,098   

Norfolk Southern Corp.

    1,140        96,433   

Odakyu Electric Railway Co., Ltd.

    4,000        43,067   

Ryder System, Inc.

    215        12,218   

Tobu Railway Co., Ltd.

    6,000        29,595   

Tokyu Corp.

    7,000        55,317   

Union Pacific Corp.

    3,350        261,970   

West Japan Railway Co.

    1,002        69,261   
   

 

 

 
      1,417,333   
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–0.2%

   

AerCap Holdings NV(a)

    539        23,263   

Ashtead Group PLC

    3,056        50,295   

Brenntag AG

    567        29,545   

Bunzl PLC

    2,030        56,321   

Fastenal Co.(d)

    1,080        44,086   

ITOCHU Corp.

    9,000        106,456   

Marubeni Corp.

    10,000        51,411   

Mitsubishi Corp.

    8,400        139,718   

Mitsui & Co., Ltd.

    10,400        123,573   

Noble Group Ltd.(d)

    24,000        6,708   

Sumitomo Corp.

    6,800        69,328   

Toyota Tsusho Corp.

    1,300        30,411   

Travis Perkins PLC

    1,926        55,874   

United Rentals, Inc.(a)

    350        25,389   

Wolseley PLC

    1,840        99,936   

WW Grainger, Inc.(d)

    230        46,596   
   

 

 

 
      958,910   
   

 

 

 

TRANSPORTATION INFRASTRUCTURE–0.1%

   

Abertis Infraestructuras SA

    2,454        38,379   

Aena SA(a)(e)

    364        41,681   

Aeroports de Paris

    305        35,492   

Atlantia SpA

    2,911        77,020   

Auckland International Airport Ltd.

    6,289        24,673   
   

Groupe Eurotunnel SE (REG)

    2,068      $ 25,728   

Hutchison Port Holdings Trust–Class U

    43,553        23,014   

Kamigumi Co., Ltd.

    3,000        25,830   

Mitsubishi Logistics Corp.

    1,000        13,176   

Sydney Airport

    15,829        72,850   

Transurban Group(a)

    611        4,408   

Transurban Group

    10,995        83,342   
   

 

 

 
      465,593   
   

 

 

 
      16,473,674   
   

 

 

 

CONSUMER STAPLES–3.1%

   

BEVERAGES–0.7%

   

Anheuser-Busch InBev SA/NV

    4,882        607,551   

Asahi Group Holdings Ltd.

    2,300        72,000   

Brown-Forman Corp.–Class B

    402        39,910   

Carlsberg A/S–Class B

    695        61,571   

Coca-Cola Amatil Ltd.

    3,316        22,359   

Coca-Cola Co. (The)

    15,080        647,837   

Coca-Cola Enterprises, Inc.

    800        39,392   

Coca-Cola HBC AG(a)

    892        18,996   

Constellation Brands, Inc.–Class A

    670        95,435   

Diageo PLC

    15,252        416,498   

Dr Pepper Snapple Group, Inc.

    720        67,104   

Heineken NV

    1,401        119,389   

Kirin Holdings Co., Ltd.

    5,000        67,886   

Molson Coors Brewing
Co.–Class B

    600        56,352   

Monster Beverage Corp.(a)

    610        90,865   

PepsiCo, Inc.

    5,675        567,046   

Pernod Ricard SA

    1,289        147,003   

Remy Cointreau SA

    195        13,967   

SABMiller PLC (London)

    5,871        351,227   

Suntory Beverage & Food Ltd.

    848        37,122   

Treasury Wine Estates Ltd.

    6,024        36,169   
   

 

 

 
      3,575,679   
   

 

 

 

FOOD & STAPLES RETAILING–0.6%

   

Aeon Co., Ltd.

    4,000        61,630   

Carrefour SA

    3,792        109,436   

Casino Guichard Perrachon SA(d)

    482        22,143   

Colruyt SA

    393        20,217   

Costco Wholesale Corp.

    1,715        276,972   

CVS Health Corp.

    4,330        423,344   

Delhaize Group

    624        60,732   

Distribuidora Internacional de Alimentacion SA(a)

    4,415        26,040   

FamilyMart Co., Ltd.

    400        18,614   

J Sainsbury PLC

    5,506        20,968   

Jeronimo Martins SGPS SA

    1,190        15,485   

Koninklijke Ahold NV

    5,462        115,212   

Kroger Co. (The)

    3,730        156,026   

Lawson, Inc.

    600        48,703   

METRO AG

    1,551        49,411   

Seven & i Holdings Co., Ltd.

    4,600        210,609   

Sysco Corp.

    2,105        86,305   

 

18


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Tesco PLC(a)

    49,315      $ 108,359   

Wal-Mart Stores, Inc.

    6,113        374,727   

Walgreens Boots Alliance, Inc.

    3,395        289,101   

Wesfarmers Ltd.

    6,821        205,640   

Whole Foods Market, Inc.

    1,370        45,895   

Wm Morrison Supermarkets PLC(d)

    18,352        39,987   

Woolworths Ltd.

    7,649        135,712   
   

 

 

 
      2,921,268   
   

 

 

 

FOOD PRODUCTS–0.7%

   

Ajinomoto Co., Inc.

    3,000        71,027   

Archer-Daniels-Midland Co.

    2,315        84,914   

Associated British Foods PLC

    2,163        106,435   

Barry Callebaut AG (REG)(a)

    25        27,156   

Calbee, Inc.

    698        29,476   

Campbell Soup Co.

    675        35,471   

Chocoladefabriken Lindt & Spruengli AG (REG)

    1        74,501   

ConAgra Foods, Inc.

    1,635        68,932   

Danone SA

    3,518        237,723   

General Mills, Inc.

    2,285        131,753   

Golden Agri-Resources Ltd.

    48,000        11,465   

Hershey Co. (The)

    550        49,099   

Hormel Foods Corp.

    525        41,517   

JM Smucker Co. (The)

    445        54,886   

Kellogg Co.

    965        69,741   

Kerry Group PLC–Class A

    961        79,513   

Keurig Green Mountain, Inc.

    478        43,010   

Kikkoman Corp.

    1,000        34,647   

Kraft Heinz Co. (The)

    2,278        165,747   

McCormick & Co., Inc./MD

    425        36,363   

Mead Johnson Nutrition Co.–Class A

    760        60,002   

MEIJI Holdings Co., Ltd.

    600        49,560   

Mondelez International, Inc.–Class A

    6,185        277,335   

Nestle SA (REG)

    19,578        1,453,377   

NH Foods Ltd.

    1,000        19,600   

Nisshin Seifun Group, Inc.

    1,500        24,502   

Nissin Foods Holdings Co., Ltd.

    400        21,225   

Orkla ASA

    5,657        44,628   

Tate & Lyle PLC

    2,078        18,304   

Toyo Suisan Kaisha Ltd.

    1,000        34,853   

Tyson Foods, Inc.–Class A

    1,175        62,663   

Wilmar International Ltd.

    9,000        18,570   

Yakult Honsha Co., Ltd.

    400        19,578   
   

 

 

 
      3,557,573   
   

 

 

 

HOUSEHOLD PRODUCTS–0.4%

   

Church & Dwight Co., Inc.

    513        43,543   

Clorox Co. (The)

    520        65,952   

Colgate-Palmolive Co.

    3,450        229,839   

Henkel AG & Co. KGaA

    579        55,383   

Henkel AG & Co. KGaA (Preference Shares)

    1,082        120,753   

Kimberly-Clark Corp.

    1,415        180,129   

Procter & Gamble Co. (The)

    10,465        831,026   

Reckitt Benckiser Group PLC

    3,945        365,016   
   

Svenska Cellulosa AB SCA–Class B

    4,979      $ 144,292   

Unicharm Corp.

    2,300        46,970   
   

 

 

 
      2,082,903   
   

 

 

 

PERSONAL PRODUCTS–0.3%

   

Beiersdorf AG

    630        57,262   

Estee Lauder Cos., Inc. (The)–Class A

    890        78,373   

Kao Corp.

    3,100        159,305   

L’Oreal SA

    1,526        256,681   

Shiseido Co., Ltd.

    2,200        45,647   

Unilever NV

    9,903        431,613   

Unilever PLC

    7,792        334,216   
   

 

 

 
      1,363,097   
   

 

 

 

TOBACCO–0.4%

   

Altria Group, Inc.

    7,560        440,068   

British American Tobacco PLC

    11,316        628,423   

Imperial Tobacco Group PLC

    5,811        306,923   

Japan Tobacco, Inc.

    6,678        245,174   

Philip Morris International, Inc.

    6,000        527,460   

Reynolds American, Inc.

    3,198        147,588   

Swedish Match AB

    831        29,365   
   

 

 

 
      2,325,001   
   

 

 

 
      15,825,521   
   

 

 

 

ENERGY–1.5%

   

ENERGY EQUIPMENT & SERVICES–0.1%

   

Amec Foster Wheeler PLC

    1,606        10,138   

Baker Hughes, Inc.

    1,660        76,609   

Cameron International Corp.(a)

    720        45,504   

Diamond Offshore Drilling, Inc.(d)

    240        5,064   

Ensco PLC–Class A

    900        13,851   

FMC Technologies, Inc.(a)

    860        24,949   

Halliburton Co.

    3,290        111,991   

Helmerich & Payne, Inc.

    385        20,617   

National Oilwell Varco, Inc.

    1,455        48,728   

Petrofac Ltd.

    1,098        12,879   

Schlumberger Ltd.

    4,885        340,729   

Technip SA

    568        28,247   

Tenaris SA

    4,173        49,414   

Transocean Ltd.(d)

    1,300        16,094   

Transocean Ltd. (Zurich)(d)

    2,638        32,976   
   

 

 

 
      837,790   
   

 

 

 

OIL, GAS & CONSUMABLE FUELS–1.4%

   

Anadarko Petroleum Corp.

    1,945        94,488   

Apache Corp.

    1,445        64,259   

BG Group PLC

    20,707        300,165   

BP PLC

    111,844        581,218   

Cabot Oil & Gas Corp.

    1,590        28,127   

Caltex Australia Ltd.

    1,410        38,541   

Chesapeake Energy Corp.(d)

    1,995        8,978   

Chevron Corp.

    7,280        654,909   

Cimarex Energy Co.

    377        33,696   

 

19


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Columbia Pipeline Group, Inc.

    1,205      $ 24,100   

ConocoPhillips

    4,770        222,711   

CONSOL Energy, Inc.(d)

    840        6,636   

Delek Group Ltd.

    11        2,203   

Devon Energy Corp.

    1,470        47,040   

Eni SpA

    15,444        229,470   

EOG Resources, Inc.

    2,110        149,367   

EQT Corp.

    590        30,757   

Exxon Mobil Corp.

    16,087        1,253,982   

Galp Energia SGPS SA

    2,341        27,316   

Hess Corp.

    940        45,571   

Idemitsu Kosan Co., Ltd.

    1,200        19,161   

Inpex Corp.

    5,327        51,932   

JX Holdings, Inc.

    14,000        58,759   

Kinder Morgan, Inc./DE

    6,939        103,530   

Koninklijke Vopak NV

    502        21,619   

Lundin Petroleum AB(a)

    856        12,352   

Marathon Oil Corp.

    2,605        32,797   

Marathon Petroleum Corp.

    2,074        107,516   

Murphy Oil Corp.

    605        13,582   

Neste Oyj

    572        17,072   

Newfield Exploration Co.(a)

    620        20,187   

Noble Energy, Inc.

    1,600        52,688   

Occidental Petroleum Corp.

    2,950        199,449   

Oil Search Ltd.

    8,307        40,433   

OMV AG

    894        25,376   

ONEOK, Inc.

    770        18,988   

Origin Energy Ltd.

    7,705        26,064   

Phillips 66

    1,860        152,148   

Pioneer Natural Resources Co.

    565        70,840   

Range Resources Corp.(d)

    650        15,996   

Repsol SA

    6,329        69,678   

Royal Dutch Shell PLC–Class A

    23,936        542,130   

Royal Dutch Shell PLC–Class B

    14,816        337,670   

Santos Ltd.

    18,468        49,189   

Southwestern Energy Co.(a)(d)

    1,445        10,274   

Spectra Energy Corp.

    2,585        61,885   

Statoil ASA

    6,775        94,489   

Tesoro Corp.

    475        50,051   

TonenGeneral Sekiyu KK

    2,000        16,884   

TOTAL SA

    12,995        582,584   

Valero Energy Corp.

    1,925        136,117   

Williams Cos., Inc. (The)

    2,605        66,948   

Woodside Petroleum Ltd.

    4,502        93,794   
   

 

 

 
      7,015,716   
   

 

 

 
      7,853,506   
   

 

 

 

MATERIALS–1.3%

   

CHEMICALS–0.8%

   

Air Liquide SA

    2,092        234,862   

Air Products & Chemicals, Inc.

    770        100,185   

Air Water, Inc.

    1,000        16,083   

Airgas, Inc.

    240        33,197   

Akzo Nobel NV

    2,417        161,501   

Arkema SA

    450        31,499   

Asahi Kasei Corp.

    8,000        54,097   

BASF SE

    5,576        424,769   

CF Industries Holdings, Inc.

    900        36,729   
   

Chr Hansen Holding A/S

    509      $ 31,838   

Croda International PLC

    1,144        51,257   

Daicel Corp.

    3,000        44,646   

Dow Chemical Co. (The)

    4,475        230,373   

Eastman Chemical Co.

    580        39,156   

Ecolab, Inc.

    1,040        118,955   

EI du Pont de Nemours & Co.

    3,495        232,767   

EMS-Chemie Holding AG (REG)

    109        47,971   

FMC Corp.

    480        18,782   

Givaudan SA (REG)(a)

    56        101,638   

Hitachi Chemical Co., Ltd.

    900        14,278   

Incitec Pivot Ltd.

    7,611        21,748   

International Flavors & Fragrances, Inc.

    300        35,892   

Israel Chemicals Ltd.

    4,414        17,918   

Johnson Matthey PLC

    1,244        48,663   

JSR Corp.

    800        12,467   

K&S AG (REG)

    1,472        37,523   

Kansai Paint Co., Ltd.

    1,000        15,158   

Kuraray Co., Ltd.

    3,000        36,338   

LANXESS AG

    1,319        60,697   

Linde AG

    1,128        162,949   

LyondellBasell Industries NV–Class A

    1,449        125,918   

Mitsubishi Chemical Holdings Corp.

    8,000        50,758   

Mitsubishi Gas Chemical Co., Inc.

    5,000        25,568   

Mitsui Chemicals, Inc.

    8,000        35,480   

Monsanto Co.

    1,790        176,351   

Mosaic Co. (The)

    1,280        35,315   

Nippon Paint Holdings Co., Ltd.

    1,000        24,202   

Nitto Denko Corp.

    900        65,705   

Novozymes A/S–Class B

    1,531        73,302   

Orica Ltd.(d)

    2,259        25,309   

PPG Industries, Inc.

    1,050        103,761   

Praxair, Inc.

    1,090        111,616   

Sherwin-Williams Co. (The)

    315        81,774   

Shin-Etsu Chemical Co., Ltd.

    2,500        135,914   

Sika AG

    6        21,683   

Solvay SA(d)

    360        38,422   

Sumitomo Chemical Co., Ltd.

    7,000        40,202   

Symrise AG

    547        36,210   

Syngenta AG (REG)

    564        220,751   

Taiyo Nippon Sanso Corp.

    2,000        18,087   

Teijin Ltd.

    5,000        17,039   

Toray Industries, Inc.

    9,000        83,633   

Umicore SA

    509        21,345   

Yara International ASA

    1,297        55,782   
   

 

 

 
      4,098,063   
   

 

 

 

CONSTRUCTION
MATERIALS–0.1%

   

CRH PLC

    5,004        144,310   

Fletcher Building Ltd.

    4,446        22,281   

HeidelbergCement AG

    856        69,762   

Imerys SA

    448        31,293   

 

20


    AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

James Hardie Industries PLC

    3,449      $ 43,485   

LafargeHolcim Ltd. (REG)(a)

    2,244        112,368   

Martin Marietta Materials, Inc.

    277        37,833   

Taiheiyo Cement Corp.

    5,000        14,601   

Vulcan Materials Co.

    515        48,910   
   

 

 

 
      524,843   
   

 

 

 

CONTAINERS &
PACKAGING–0.1%

   

Amcor Ltd./Australia

    7,326        71,174   

Avery Dennison Corp.

    335        20,991   

Ball Corp.

    510        37,092   

Owens-Illinois, Inc.(a)

    610        10,626   

Rexam PLC

    3,136        27,972   

Sealed Air Corp.

    790        35,234   

Toyo Seikan Group Holdings Ltd.

    1,700        31,533   

WestRock Co.

    997        45,483   
   

 

 

 
      280,105   
   

 

 

 

METALS & MINING–0.3%

   

Alcoa, Inc.

    5,020        49,547   

Anglo American PLC

    8,479        37,199   

Antofagasta PLC

    1,773        12,196   

ArcelorMittal (Euronext Amsterdam)(d)

    6,075        25,632   

BHP Billiton Ltd.

    19,498        250,931   

BHP Billiton PLC

    12,822        142,989   

Boliden AB

    1,652        27,678   

Fortescue Metals Group Ltd.(d)

    18,067        24,314   

Freeport-McMoRan, Inc.

    4,375        29,619   

Fresnillo PLC

    1,459        15,169   

Glencore PLC(a)

    67,642        89,634   

Hitachi Metals Ltd.

    1,000        12,338   

Iluka Resources Ltd.(d)

    2,008        8,882   

JFE Holdings, Inc.

    3,000        47,107   

Kobe Steel Ltd.

    12,000        13,038   

Mitsubishi Materials Corp.

    7,000        22,048   

Newcrest Mining Ltd.(a)

    7,017        66,397   

Newmont Mining Corp.

    1,995        35,890   

Nippon Steel & Sumitomo Metal Corp.

    4,600        90,999   

Norsk Hydro ASA

    6,514        24,213   

Nucor Corp.

    1,210        48,763   

Randgold Resources Ltd.

    576        35,486   

Rio Tinto Ltd.

    2,645        85,538   

Rio Tinto PLC

    7,725        224,915   

South32 Ltd.(a)

    32,320        24,828   

Sumitomo Metal Mining Co., Ltd.

    3,000        36,417   

ThyssenKrupp AG

    2,036        40,360   

voestalpine AG

    713        21,809   
   

 

 

 
      1,543,936   
   

 

 

 

PAPER & FOREST
PRODUCTS–0.0%

   

International Paper Co.

    1,565        59,000   

Mondi PLC

    2,233        43,768   

Oji Holdings Corp.

    4,000        16,076   
   

Stora Enso Oyj–Class R

    3,342      $ 30,219   

UPM-Kymmene Oyj

    3,231        59,985   
   

 

 

 
      209,048   
   

 

 

 
      6,655,995   
   

 

 

 

TELECOMMUNICATION SERVICES–1.0%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%

   

AT&T, Inc.

    23,726        816,412   

Bezeq The Israeli Telecommunication Corp., Ltd.

    7,158        15,757   

BT Group PLC

    49,418        343,137   

CenturyLink, Inc.

    2,160        54,346   

Deutsche Telekom AG (REG)

    19,275        346,191   

Elisa Oyj

    866        32,583   

Frontier Communications Corp.(d)

    4,510        21,062   

HKT Trust & HKT Ltd.–Class SS

    18,882        24,120   

Iliad SA

    163        38,856   

Inmarsat PLC

    2,586        43,353   

Koninklijke KPN NV

    28,755        108,762   

Level 3 Communications, Inc.(a)

    1,097        59,633   

Nippon Telegraph & Telephone Corp.

    4,600        183,071   

Orange SA

    11,257        188,281   

Proximus

    795        25,870   

Singapore Telecommunications Ltd.

    48,000        125,463   

Spark New Zealand Ltd.

    9,734        21,918   

Swisscom AG (REG)

    154        77,062   

TDC A/S

    3,390        16,879   

Telecom Italia SpA (ordinary shares)(a)

    64,157        81,307   

Telecom Italia SpA (savings shares)

    16,898        17,343   

Telefonica Deutschland Holding AG

    3,756        19,812   

Telefonica SA

    27,175        301,477   

Telenor ASA

    3,853        64,224   

TeliaSonera AB

    10,613        52,703   

Telstra Corp., Ltd.

    26,440        107,444   

TPG Telecom Ltd.

    2,487        17,806   

Verizon Communications, Inc.

    15,695        725,423   
   

 

 

 
      3,930,295   
   

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–0.2%

   

KDDI Corp.

    10,600        275,284   

Millicom International Cellular SA

    641        36,781   

NTT DOCOMO, Inc.

    9,275        190,245   

SoftBank Group Corp.

    5,800        292,728   

StarHub Ltd.

    4,000        10,409   

 

21


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company       
    
    
Shares
    U.S. $ Value  
   

Tele2 AB–Class B

    3,826      $ 38,155   

Vodafone Group PLC

    160,882        521,703   
   

 

 

 
      1,365,305   
   

 

 

 
      5,295,600   
   

 

 

 

UTILITIES–1.0%

   

ELECTRIC UTILITIES–0.5%

   

American Electric Power Co., Inc.

    1,875        109,256   

AusNet Services

    37,398        40,261   

Cheung Kong Infrastructure Holdings Ltd.(d)

    7,000        64,582   

Chubu Electric Power Co., Inc.

    3,900        53,406   

Chugoku Electric Power Co., Inc. (The)

    1,300        17,164   

CLP Holdings Ltd.

    12,500        106,191   

Contact Energy Ltd.

    4,696        15,199   

Duke Energy Corp.

    2,632        187,898   

Edison International

    1,265        74,901   

EDP–Energias de Portugal SA

    14,060        50,663   

Electricite de France SA

    2,239        32,975   

Endesa SA

    1,927        38,713   

Enel SpA

    39,961        167,568   

Entergy Corp.

    675        46,143   

Eversource Energy

    1,210        61,795   

Exelon Corp.

    3,297        91,558   

FirstEnergy Corp.

    1,585        50,292   

Fortum Oyj

    2,697        40,634   

Iberdrola SA

    33,122        234,801   

Kansai Electric Power Co., Inc. (The)(a)

    4,300        51,556   

Kyushu Electric Power Co., Inc.(a)

    1,900        20,708   

Mighty River Power Ltd.

    4,915        9,326   

NextEra Energy, Inc.

    1,795        186,483   

Pepco Holdings, Inc.

    940        24,449   

Pinnacle West Capital Corp.

    435        28,049   

Power Assets Holdings Ltd.

    8,500        78,143   

PPL Corp.

    2,545        86,861   

Red Electrica Corp. SA

    657        54,879   

Shikoku Electric Power Co., Inc.

    2,700        42,177   

Southern Co. (The)

    3,510        164,233   

SSE PLC

    5,919        132,904   

Terna Rete Elettrica Nazionale SpA

    4,974        25,581   

Tohoku Electric Power Co., Inc.

    2,700        33,753   

Tokyo Electric Power Co., Inc.(a)

    8,800        50,673   

Xcel Energy, Inc.(d)

    1,920        68,947   
   

 

 

 
      2,542,722   
   

 

 

 

GAS UTILITIES–0.1%

   

AGL Resources, Inc.

    448        28,587   

APA Group

    6,755        42,505   

Enagas SA

    1,276        35,993   

Gas Natural SDG SA

    2,126        43,354   

Hong Kong & China Gas Co., Ltd.

    35,574        69,803   
   

Osaka Gas Co., Ltd.

    11,000      $ 39,731   

Snam SpA

    14,719        76,818   

Toho Gas Co., Ltd.

    6,000        38,749   

Tokyo Gas Co., Ltd.

    14,000        65,783   
   

 

 

 
      441,323   
   

 

 

 

INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.0%

   

AES Corp./VA

    2,635        25,217   

Electric Power Development Co., Ltd.

    500        17,808   

Enel Green Power SpA

    25,579        51,991   

Meridian Energy Ltd.

    6,766        11,034   

NRG Energy, Inc.

    1,240        14,595   
   

 

 

 
      120,645   
   

 

 

 

MULTI-UTILITIES–0.4%

   

AGL Energy Ltd.

    3,037        39,740   

Ameren Corp.

    910        39,339   

CenterPoint Energy, Inc.

    1,645        30,202   

Centrica PLC

    30,469        97,835   

CMS Energy Corp.

    1,020        36,802   

Consolidated Edison, Inc.

    1,130        72,625   

Dominion Resources, Inc./VA

    2,285        154,558   

DTE Energy Co.

    670        53,727   

E.ON SE

    12,148        116,645   

Engie SA

    8,789        155,682   

National Grid PLC

    22,895        315,758   

NiSource, Inc.

    1,205        23,510   

PG&E Corp.

    1,875        99,731   

Public Service Enterprise Group, Inc.

    1,955        75,639   

RWE AG

    3,008        37,923   

SCANA Corp.

    545        32,967   

Sempra Energy

    910        85,549   

Suez Environnement Co.

    2,665        49,844   

TECO Energy, Inc.

    875        23,319   

United Utilities Group PLC

    4,140        57,005   

Veolia Environnement SA

    2,727        64,700   

WEC Energy Group, Inc.

    1,188        60,956   
   

 

 

 
      1,724,056   
   

 

 

 

WATER UTILITIES–0.0%

   

Severn Trent PLC

    1,575        50,347   
   

 

 

 
      4,879,093   
   

 

 

 

Total Common Stocks
(cost $121,831,114)

      143,870,054   
   

 

 

 
    Principal
Amount
(000)
       

GOVERNMENTS–
TREASURIES–18.4%

   

UNITED STATES–18.4%

   

U.S. Treasury Bonds

   

2.50%, 2/15/45

  $       520        466,558   

2.75%, 8/15/42

    920        879,354   

 

22


    AB Variable Products Series Fund

 

Company       
Principal
Amount
(000)
    U.S. $ Value  
   

2.875%, 5/15/43–8/15/45

  $       1,535      $ 1,493,556   

3.00%, 5/15/45

    185        184,155   

3.125%, 11/15/41–2/15/43

    2,825        2,906,166   

3.50%, 2/15/39

    358        395,982   

3.625%, 8/15/43(f)

    2,245        2,528,344   

3.75%, 8/15/41

    220        252,716   

3.875%, 8/15/40

    280        327,359   

4.25%, 5/15/39

    240        296,466   

4.375%, 11/15/39–5/15/41

    1,258        1,582,974   

4.50%, 8/15/39

    220        281,557   

4.75%, 2/15/37–2/15/41

    401        532,623   

5.375%, 2/15/31

    650        881,436   

6.00%, 2/15/26

    762        1,017,359   

6.25%, 8/15/23–5/15/30

    724        1,030,024   

6.875%, 8/15/25

    590        826,208   

7.25%, 5/15/16–8/15/22

    1,868        2,144,408   

7.50%, 11/15/16

    92        97,250   

7.625%, 2/15/25

    55        79,514   

8.00%, 11/15/21

    123        164,239   

U.S. Treasury Notes

   

0.50%, 7/31/17

    975        967,611   

0.75%, 2/28/18–3/31/18

    5,625        5,575,843   

0.875%, 1/31/17–4/30/17

    1,690        1,690,040   

1.00%, 9/30/16–9/30/19

    4,645        4,610,566   

1.25%, 11/30/18–4/30/19

    5,994        5,962,436   

1.375%, 6/30/18–10/31/20

    11,340        11,259,695   

1.50%, 5/31/19–5/31/20

    4,840        4,821,822   

1.625%, 6/30/20–11/15/22

    4,870        4,799,979   

1.75%, 5/15/23

    1,740        1,695,209   

2.00%, 11/15/21–8/15/25

    5,595        5,531,920   

2.125%, 8/15/21–5/15/25

    1,265        1,258,698   

2.25%, 11/30/17–11/15/24

    899        911,752   

2.375%, 7/31/17–8/15/24

    1,271        1,288,387   

2.50%, 8/15/23–5/15/24

    2,242        2,296,984   

2.625%, 1/31/18–11/15/20

    4,500        4,668,644   

2.75%, 5/31/17–11/15/23

    3,570        3,696,045   

3.00%, 2/28/17

    889        910,531   

3.125%, 5/15/21

    394        418,706   

3.375%, 11/15/19

    1,890        2,018,165   

3.50%, 5/15/20

    910        978,321   

3.625%, 2/15/20

    3,519        3,795,572   

3.75%, 11/15/18

    6,205        6,638,624   
   

 

 

 

Total Governments–Treasuries
(cost $93,918,708)

      94,163,798   
   

 

 

 
    Shares        

INVESTMENT COMPANIES–11.2%

   

FUNDS AND INVESTMENT TRUSTS–11.2%

   

iShares Core MSCI Emerging Markets ETF(d)

    267,458        10,535,171   

iShares International Developed Real Estate ETF(d)

    182,201        5,080,675   

iShares MSCI EAFE ETF

    93,861        5,514,334   

SPDR S&P 500 ETF Trust

    96,212        19,616,665   

Vanguard REIT ETF(d)

    198,057        15,791,084   

Vanguard Small-Cap ETF(d)

    8,399        929,601   
   

 

 

 

Total Investment Companies
(cost $57,570,275)

      57,467,530   
   

 

 

 
   

INFLATION–LINKED SECURITIES–6.5%

   

UNITED STATES–6.5%

   

U.S. Treasury Inflation Index

   

0.125%, 4/15/19–7/15/22

  $       18,800      $ 18,446,035   

0.625%, 7/15/21

    3,219        3,239,694   

1.125%, 1/15/21

    3,294        3,396,363   

1.25%, 7/15/20

    1,134        1,179,479   

1.375%, 1/15/20

    4,209        4,375,447   

1.875%, 7/15/19

    2,337        2,478,077   
   

 

 

 

Total Inflation-Linked Securities
(cost $33,393,537)

      33,115,095   
   

 

 

 
    Shares        

RIGHTS–0.0%

   

FINANCIALS–0.0%

   

BANKS–0.0%

   

Unione Di Banche,
expiring 1/12/16(a)(c)
(cost $0)

    5,202        –0 –^ 
   

 

 

 

SHORT-TERM INVESTMENTS–34.7%

   

INVESTMENT COMPANIES–29.7%

   

AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.30%(g)(h)
(cost $151,610,994)

    151,610,994        151,610,994   
   

 

 

 
    Principal
Amount
(000)
       

U.S. TREASURY
BILLS–5.0%

   

U.S. Treasury Bill
Zero Coupon, 1/28/16
(cost $25,537,808)

  $ 25,538        25,537,808   
   

 

 

 

Total Short-Term Investments
(cost $177,148,802)

      177,148,802   
   

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned–98.9%
(cost $483,862,436)

      505,765,279   
   

 

 

 
    Shares        

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–4.3%

   

INVESTMENT COMPANIES–4.3%

   

AB Exchange Reserves–Class I, 0.24%(g)(h)
(Cost $22,314,390)

    22,314,390        22,314,390   
   

 

 

 

TOTAL INVESTMENTS–103.2%
(cost $506,176,826)

      528,079,669   

Other assets less
liabilities–(3.2)%

      (16,515,831
   

 

 

 

NET ASSETS–100.0%

    $ 511,563,838   
   

 

 

 

 

23


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

FUTURES (see Note D)

 

Type   Number of
Contracts
    Expiration
Month
   

Original

Value

    Value at
December 31, 2015
    Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

         

DAX Index Futures

    11        March 2016      $ 3,079,735      $ 3,219,279      $ 139,544   

EURO STOXX 50 Futures

    563        March 2016        19,400,418          20,080,593           680,175   

Mini MSCI EAFE Futures

    2        March 2016        167,198        169,820        2,622   

Mini MSCI Emerging Market Futures

    53        March 2016        2,075,048        2,086,875        11,827   

S&P 500 EMINI Futures

    252        March 2016        25,836,868        25,646,040        (190,828

TOPIX Index Futures

    122        March 2016          16,121,235        15,707,392        (413,843

U.S. T-Note 5 Yr (CBT) Futures

    318        March 2016        37,733,053        37,625,860        (107,193

U.S. T-Note 10 Yr (CBT) Futures

    352        March 2016        44,514,145        44,319,000        (195,145

U.S. Ultra Bond (CBT) Futures

    7        March 2016        1,102,183        1,110,813        8,630   

Sold Contracts

         

FTSE 100 Index Futures

    6        March 2016        523,716        548,226        (24,510

Hang Seng Index Futures

    17        January 2016        2,439,279        2,403,017        36,262   

SPI 200 Futures

    14        March 2016        1,253,517        1,340,771        (87,254
         

 

 

 
          $ (139,713
         

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

   JPY 1,200,523       USD 9,914         3/18/16       $ (91,810

BNP Paribas SA

   CAD 591       USD 438         3/18/16         10,688   

BNP Paribas SA

   EUR 4,704       USD 5,128         3/18/16         6,491   

BNP Paribas SA

   USD 10,892       EUR 9,939         3/18/16         (71,103

BNP Paribas SA

   USD 452       NOK 3,963         3/18/16         (4,191

Credit Suisse International

   EUR 5,767       USD 6,289         3/18/16         10,746   

Credit Suisse International

   USD 1,212       SEK 10,502         3/18/16         34,856   

Deutsche Bank AG

   EUR 3,457       USD 3,731         3/18/16         (32,950

Morgan Stanley Capital Services LLC

   GBP 115       USD 173         3/18/16         3,785   

Morgan Stanley Capital Services LLC

   USD 9,793       EUR 9,126         3/18/16         143,229   

Royal Bank of Scotland PLC

   USD 12,833       JPY 1,575,642         3/18/16         299,200   

Standard Chartered Bank

   USD 6,294       JPY 773,010         3/18/16         148,619   

State Street Bank & Trust Co.

   AUD 2,744       USD 1,984         3/18/16         (7,778

State Street Bank & Trust Co.

   EUR 945       USD 1,033         3/18/16         3,960   

State Street Bank & Trust Co.

   NOK 3,963       USD 457         3/18/16         9,338   

State Street Bank & Trust Co.

   USD 779       CHF 777         3/18/16         (1,192

UBS AG

   GBP 1,955       USD 2,955         3/18/16         73,128   

UBS AG

   USD 5,180       EUR 4,811         3/18/16         58,273   
           

 

 

 
            $    593,289   
           

 

 

 

 

24


    AB Variable Products Series Fund

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 

Clearing Broker/(Exchange)
& Referenced Obligation
  Fixed Rate
(Pay)
Receive
    Implied Credit
Spread at
December 31,
2015
    Notional
Amount
(000)
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

         

Citigroup Global Markets, Inc./(INTRCONX):

         

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00     4.73   $ 974      $   12,487      $      13,878   

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00        4.73        974        12,486        (12,196

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00        4.73          7,540        96,658        (123,073

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00        4.73        5,170        66,277        (25,689

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00        4.73        974        12,486        14,801   

CDX-NAHY Series 25,
5 Year Index, 12/20/20*

    5.00        4.73        974        12,486        16,470   
       

 

 

   

 

 

 
        $   212,880      $ (115,809
       

 

 

   

 

 

 

 

*   Termination date

TOTAL RETURN SWAPS (see Note D)

 

Counterparty & Referenced Obligation    # of Shares
or Units
     Rate Paid/
Received
 

Notional

Amount

(000)

    

Maturity

Date

    

Unrealized

Appreciation/

(Depreciation)

 

Receive Total Return on Reference Obligation

       

Citibank, NA

             

Standard and Poor’s Midcap 400 Index

     5,069       LIBOR Plus 0.07%   $   10,312         2/3/16       $ (160,302

Goldman Sachs International

             

Russell 2000 Total Return Index

     441       LIBOR Minus 0.55%     2,432         3/15/16         (36,211

Russell 2000 Total Return Index

     627       LIBOR Minus 0.57%     3,474         4/15/16         (66,987

Russell 2000 Total Return Index

     30       LIBOR Minus 0.49%     166         4/15/16         (3,232

MSCI Emerging Markets Index

     44,715       LIBOR Minus 0.25%     16,577         10/17/16         (1,303,554

UBS AG

             

Russell 2000 Total Return Index

     599       LIBOR Minus 0.70%     3,319         10/17/16         (63,121
             

 

 

 
              $   (1,633,407
             

 

 

 

 

 

^   Less than $0.50.

 

(a)   Non-income producing security.

 

(b)   Illiquid security.

 

(c)   Fair valued by the Adviser.

 

(d)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(e)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $92,997 or 0.0% of net assets.

 

(f)   Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

 

(g)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(h)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

25


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Currency Abbreviation:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

CBT—Chicago Board of Trade

CDX-NAHY—North American High Yield Credit Default Swap Index

DAX—Deutscher Aktien Index (German Stock Index)

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

MSCI—Morgan Stanley Capital International

REG—Registered Shares

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depository Receipt

SPI—Share Price Index

TOPIX—Tokyo Price Index

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

 

26


DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $332,251,442)

   $ 354,154,285 (a) 

Affiliated issuers (cost $173,925,384—including investment of cash collateral for securities loaned of $22,314,390)

     173,925,384   

Cash

     859   

Cash collateral due from broker

     6,164,453   

Foreign currencies, at value (cost $449,057)

     447,683   

Interest and dividends receivable

     1,002,656   

Unrealized appreciation on forward currency exchange contracts

     802,313   

Receivable for capital stock sold

     91,703   

Receivable for variation margin on exchange-traded derivatives

     9,076   

Receivable for investment securities sold

     1,565   
  

 

 

 

Total assets

     536,599,977   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     22,314,387   

Unrealized depreciation on total return swaps

     1,633,407   

Advisory fee payable

     304,586   

Unrealized depreciation on forward currency exchange contracts

     209,024   

Distribution fee payable

     108,695   

Payable for capital stock redeemed

     95,584   

Payable for variation margin on exchange-traded derivatives

     88,479   

Administrative fee payable

     12,102   

Transfer Agent fee payable

     99   

Collateral due to Securities Lending Agent

     3   

Accrued expenses

     269,773   
  

 

 

 

Total liabilities

     25,036,139   
  

 

 

 

NET ASSETS

   $ 511,563,838   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 45,440   

Additional paid-in capital

     491,117,898   

Undistributed net investment income

     3,557,886   

Accumulated net realized loss on investment and foreign currency transactions

     (3,756,044

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     20,598,658   
  

 

 

 
   $ 511,563,838   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets       

Shares

Outstanding

      

Net Asset

Value

 

A

     $ 399,730           35,281         $ 11.33   

B

     $   511,164,108           45,404,309         $   11.26   

 

 

(a)   Includes securities on loan with a value of $21,621,227 (see Note E).

See notes to financial statements.

 

27


DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $200,554)

   $ 5,593,948   

Affiliated issuers

     222,356   

Interest

     1,584,283   

Securities lending income

     355,205   
  

 

 

 
     7,755,792   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     3,609,273   

Distribution fee—Class B

     1,288,044   

Transfer agency—Class A

     3   

Transfer agency—Class B

     3,365   

Custodian

     265,154   

Audit and tax

     112,924   

Administrative

     50,768   

Legal

     44,181   

Printing

     42,960   

Directors’ fees

     21,157   

Miscellaneous

     114,375   
  

 

 

 

Total expenses

     5,552,204   
  

 

 

 

Net investment income

     2,203,588   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     (5,636,232

Futures

     4,685,452   

Options written

     292,437   

Swaptions written

     218,592   

Swaps

     1,888,510   

Foreign currency transactions

     (1,800,575

Net change in unrealized appreciation/depreciation of:

  

Investments

     (7,463,247

Futures

     (1,193,988

Swaps

     (2,530,244

Foreign currency denominated assets and liabilities

     911,629   
  

 

 

 

Net loss on investment and foreign currency transactions

     (10,627,666
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (8,424,078
  

 

 

 

 

 

See notes to financial statements.

 

28


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 2,203,588      $ 1,879,095   

Net realized gain (loss) on investment transactions and foreign currency transactions

     (351,816     11,045,036   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (10,275,850     5,328,537   
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (8,424,078     18,252,668   

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (3,081     (1,822

Class B

     (3,424,561     (1,663,749

Net realized gain on investment transactions

    

Class A

     (6,189     (12,606

Class B

     (9,052,556     (16,600,682

CAPITAL STOCK TRANSACTIONS

    

Net increase

     50,524,230        94,188,367   
  

 

 

   

 

 

 

Total increase

     29,613,765        94,162,176   

NET ASSETS

    

Beginning of period

     481,950,073        387,787,897   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $3,557,886 and $2,812,919, respectively)

   $ 511,563,838      $ 481,950,073   
  

 

 

   

 

 

 

 

 

 

 

See notes to financial statements.

 

29


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Dynamic Asset Allocation Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is to maximize total return consistent with the determination of AllianceBernstein L.P. (the “Adviser”) of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

30


    AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a

 

31


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks:

       

Financials

     $ 11,847,898       $ 18,531,783       $ –0 –^     $ 30,379,681   

Health Care

       10,565,578         8,812,621         –0 –       19,378,199   

Consumer Discretionary

       9,030,934         9,826,749         –0 –       18,857,683   

Information Technology

       14,542,279         3,728,823         –0 –       18,271,102   

Industrials

       7,060,094         9,413,580         –0 –       16,473,674   

Consumer Staples

       7,487,836         8,337,685         –0 –       15,825,521   

Energy

       4,481,753         3,371,753         –0 –       7,853,506   

Materials

       1,939,759         4,716,236         –0 –       6,655,995   

Telecommunication Services

       1,700,996         3,594,604         –0 –       5,295,600   

Utilities

       2,038,188         2,840,905         –0 –       4,879,093   

Governments—Treasuries

       –0 –       94,163,798         –0 –       94,163,798   

Investment Companies

       57,467,530         –0 –       –0 –       57,467,530   

Inflation-Linked Securities

       –0 –       33,115,095         –0 –       33,115,095   

Rights

       –0 –       –0 –       –0 –^       –0 –^ 

Short-Term Investments:

       

Investment Companies

       151,610,994         –0 –       –0 –       151,610,994   

U.S. Treasury Bills

       –0 –       25,537,808         –0 –       25,537,808   
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund        22,314,390         –0 –       –0 –       22,314,390   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       302,088,229         225,991,440         –0 –^       528,079,669   

Other Financial Instruments*:

             

Assets:

       

Futures

       23,079         855,981         –0 –       879,060

Forward Currency Exchange Contracts

       –0 –       802,313         –0 –       802,313   

Centrally Cleared Credit Default Swaps

       –0 –       45,149         –0 –       45,149

Liabilities:

       

Futures

       (493,166      (525,607      –0 –       (1,018,773 )# 

Forward Currency Exchange Contracts

       –0 –       (209,024      –0 –       (209,024

Centrally Cleared Credit Default Swaps

       –0 –       (160,958      –0 –       (160,958 )# 

Total Return Swaps

       –0 –       (1,633,407      –0 –       (1,633,407
    

 

 

    

 

 

    

 

 

    

 

 

 

Total+

     $ 301,618,142       $ 225,165,887       $             –0 –^     $ 526,784,029   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

^   Less than $0.50.

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

+   There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

32


    AB Variable Products Series Fund

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Common Stocks     Rights     Total  

Balance as of 12/31/14

   $ –0 –^    $ –0 –    $ –0 –^ 

Accrued discounts/(premiums)

     –0 –      –0 –      –0 – 

Realized gain (loss)

     –0 –      –0 –      –0 – 

Change in unrealized appreciation/depreciation

     –0 –      –0 –^      –0 –^ 

Purchases

     –0 –      –0 –      –0 – 

Sales

     –0 –      –0 –      –0 – 

Transfers in to Level 3

     –0 –      –0 –      –0 – 

Transfers out of Level 3

     –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

 

Balance as of 12/31/15

   $             –0 –^    $             –0 –^    $             –0 –^ 
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from Investments held as of 12/31/15*

   $ –0 –    $ –0 –^    $ –0 –^ 
  

 

 

   

 

 

   

 

 

 

 

^   Less than $0.50.

 

*   The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

 

33


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. The Expense Caps will remain in effect until May 1, 2016 and then may be extended by the Adviser for additional one-year terms. For the year ended December 31, 2015, there were no expenses waived by the Adviser. Under the agreement, fees waived and expenses borne by the Adviser were subject to repayment by the Fund until April 1, 2015. No repayment would have been made that would have caused the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Portfolio on or before April 1, 2012. No repayments were made under this provision.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,768.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for

 

34


    AB Variable Products Series Fund

 

direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

   

Dividend

Income

(000)

 
$ 142,292      $ 306,085      $ 296,766      $ 151,611      $ 187   

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $133,039, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases        Sales  

Investment securities (excluding U.S. government securities)

     $ 220,197,779         $ 242,457,112   

U.S. government securities

       106,836,711           100,087,662   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

 

Cost

   $ 510,377,205   
  

 

 

 

Gross unrealized appreciation

     33,343,077   

Gross unrealized depreciation

     (15,640,613
  

 

 

 

Net unrealized appreciation

   $ 17,702,464   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in

 

35


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2015, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

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 the 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 written options

 

36


    AB Variable Products Series Fund

 

which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. 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. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. 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 may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

During the year ended December 31, 2015, the Portfolio held purchased options for hedging and non-hedging purposes. During the year ended December 31, 2015, the Portfolio held written options for hedging and non-hedging purposes.

For the year ended December 31, 2015, the Portfolio had the following transactions in written options:

 

     Number of
Contracts
     Premiums
Received
 

Options written outstanding as of 12/31/14

     –0 –     $ –0 – 

Options written

     36,932         1,682,810   

Options expired

     (6,600      (164,182

Options bought back

     (30,332      (1,518,628

Options exercised

     –0 –       –0 – 
  

 

 

    

 

 

 

Options written outstanding as of 12/31/15

     –0 –     $ –0 – 
  

 

 

    

 

 

 
     Notional
Amount
     Premiums
Received
 

Swaptions written outstanding as of 12/31/14

     –0 –     $ –0 – 

Swaptions written

     16,000,000         234,432   

Swaptions expired

     –0 –       –0 – 

Swaptions bought back

     (16,000,000      (234,432

Swaptions exercised

     –0 –       –0 – 
  

 

 

    

 

 

 

Swaptions written outstanding as of 12/31/15

     –0 –     $ –0 – 
  

 

 

    

 

 

 

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the

 

37


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If

 

38


    AB Variable Products Series Fund

 

the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the year ended December 31, 2015, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities

Location

  Fair Value    

Statement of

Assets and Liabilities

Location

  Fair Value  

Interest rate contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 8,630   Receivable/Payable for variation margin on exchange-traded derivatives   $ 302,338

 

39


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities

Location

  Fair Value    

Statement of

Assets and Liabilities

Location

  Fair Value  

Credit contracts

  Unrealized appreciation on centrally cleared credit default swaps   $ 45,149   Unrealized depreciation on centrally cleared credit default swaps   $ 160,958

Equity contracts

  Receivable/Payable for variation margin on exchange-traded derivatives     870,430   Receivable/Payable for variation margin on exchange-traded derivatives     716,435

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts     802,313      Unrealized depreciation on forward currency exchange contracts     209,024   

Equity contracts

      Unrealized depreciation on total return swaps     1,633,407   
   

 

 

     

 

 

 

Total

    $ 1,726,522        $ 3,022,162   
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ 207,800      $ (698,574

Equity contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures      4,477,652        (495,414

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities      (1,728,017     918,520   

Credit contracts

   Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments      (107,712     –0 – 

Equity contracts

   Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments      (1,283,720     –0 – 

Credit contracts

   Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written      218,592        –0 – 

Equity contracts

   Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written      292,437        –0 – 

 

40


    AB Variable Products Series Fund

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps    $ (736,935   $ 173,582   

Equity contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      2,625,445        (2,703,826
     

 

 

   

 

 

 

Total

      $ 3,965,542      $ (2,805,712
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 97,426,691   

Average original value of sale contracts

   $ 4,683,486 (a) 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 45,485,846   

Average principal amount of sale contracts

   $ 36,461,653   

Purchased Options:

  

Average monthly cost

   $ 822,059 (b) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 33,578,970 (c) 

Average notional amount of sale contracts

   $ 26,074,739   

Total Return Swaps:

  

Average notional amount

   $ 29,059,225   

 

(a)   Positions were open for ten months during the year.

 

(b)   Positions were open for six months during the year.

 

(c)   Positions were open for five months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative
Assets
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount of
Derivatives
Assets
 

Exchange-Traded Derivatives:

           

Citigroup Global Markets, Inc.**

   $ 9,076       $ –0 –    $ –0 –    $ –0 –    $ 9,076   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 9,076       $ –0 –    $ –0 –    $ –0 –    $ 9,076   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

BNP Paribas SA

   $ 17,179       $ (17,179   $ –0 –    $ –0 –    $ –0 – 

Credit Suisse International

     45,602         –0 –      –0 –      –0 –      45,602   

Morgan Stanley Capital Services LLC

     147,014         –0 –      –0 –      –0 –      147,014   

Royal Bank of Scotland PLC

     299,200         –0 –      –0 –      –0 –      299,200   

Standard Chartered Bank

     148,619         –0 –      –0 –      –0 –      148,619   

State Street Bank & Trust Co.

     13,298         (8,970     –0 –      –0 –      4,328   

UBS AG

     131,401         (63,121     –0 –      –0 –      68,280   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 802,313       $ (89,270   $             –0 –    $             –0 –    $ 713,043
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

41


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

 

Counterparty

   Derivative
Liabilities
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged
    Net Amount of
Derivatives
Liabilities
 

Exchange-Traded Derivatives:

           

Morgan Stanley & Co., LLC**

   $ 88,479       $ –0 –    $ (88,479   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 88,479       $ –0 –    $ (88,479   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Barclays Bank PLC

   $ 91,810       $ –0 –    $ –0 –    $ –0 –    $ 91,810   

BNP Paribas SA

     75,294         (17,179     –0 –      –0 –      58,115   

Citibank, NA

     160,302         –0 –      –0 –      –0 –      160,302   

Deutsche Bank AG

     32,950         –0 –      –0 –      –0 –      32,950   

Goldman Sachs International

     1,409,984         –0 –      –0 –      (1,393,573     16,411   

State Street Bank & Trust Co.

     8,970         (8,970     –0 –      –0 –      –0 – 

UBS AG

     63,121         (63,121     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,842,431       $ (89,270   $ –0 –    $ (1,393,573   $ 359,588
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $21,621,227 and had received cash collateral which has been invested into AB Exchange Reserves of $22,314,390. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $355,205 and $35,718 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are

 

42


    AB Variable Products Series Fund

 

reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 6,894      $ 1,066,611      $ 1,051,191      $ 22,314   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    16,626        25,879        $ 193,334      $ 306,156   

Shares issued in reinvestment of dividends and distributions

    769        1,199          8,969        13,912   

Shares redeemed

    (11,885     (20,202       (140,688     (241,602
 

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Net increase

    5,510        6,876        $ 61,615      $ 78,466   
 

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Class B

         

Shares sold

    10,015,664        10,708,222        $ 118,142,651      $ 125,493,251   

Shares issued in reinvestment of dividends and distributions

    1,074,687        1,581,336          12,477,117        18,264,431   

Shares redeemed

    (6,926,352     (4,228,715       (80,157,153     (49,647,781
 

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Net increase

    4,163,999        8,060,843        $ 50,462,615      $ 94,109,901   
 

 

 

   

 

 

   

 

 

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Allocation Risk—The allocation of investments among different global asset classes may have a significant effect on the Portfolio’s net asset value, or NAV, when one of these asset classes is performing more poorly than others. As both the direct investments and derivatives positions will be periodically adjusted to reflect the Adviser’s view of market and economic conditions, there will be transaction costs that may be, over time, significant. In addition, there is a risk that certain asset allocation decisions may not achieve the desired results and, as a result, the Portfolio may incur significant losses.

Foreign (Non-U.S.) Risk—The Portfolio’s investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

ETF Risk—ETFs are investment companies. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETFs expenses and runs the risk that the ETF may not achieve its investment objectives.

 

43


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Real Estate Risk—The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or “REITs”, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Commodity Risk—Investing in commodities and commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 8,554,468         $ 10,233,755   

Net long-term capital gains

       3,931,919           8,045,104   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 12,486,387         $ 18,278,859   
    

 

 

      

 

 

 

 

44


    AB Variable Products Series Fund

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 3,070,859   

Undistributed net capital gain

     110,904   

Accumulated capital and other losses

     (10,347 )(a) 

Unrealized appreciation/(depreciation)

     17,229,083 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 20,400,499   
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had cumulative deferred losses on straddles of $10,347.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps and passive foreign investment companies (PFICs), return of capital distributions received from underlying securities, the tax treatment of corporate restructurings, the tax treatment of Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency, the tax treatment of swaps and swap clearing fees, the tax treatment of Treasury inflation-protected securities and passive foreign investment companies (PFICs), the redesignation of dividends, the tax treatment of offering costs, and return of capital distributions received from underlying securities resulted in a net increase in undistributed net investment income, a net increase in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

45


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,     April 1, 2011(a) to
December 31,
2011
 
    2015     2014     2013     2012    

Net asset value, beginning of period

    $11.74        $11.74        $10.53        $9.75        $10.00   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (b)

    .08        .08 (c)      .03 (c)      (.01 )(c)      .03 (c) 

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.19     .44        1.26        .81        (.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.11     .52        1.29        .80        (.25
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.10     (.07     (.04     (.01     –0 – 

Distributions from net realized gain on investment transactions

    (.20     (.45     (.04     (.01     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.30     (.52     (.08     (.02     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $11.33        $11.74        $11.74        $10.53        $9.75   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (d)

    (1.09 )%      4.45     12.31     8.22     (2.50 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $400        $350        $269        $27        $9,742   

Ratio to average net assets of:

         

Expenses, net of waivers/reimbursements

    .83     .85     .85     .85     .85 %^ 

Expenses, before waivers/reimbursements

    .83     .85     .89     1.22     2.53 %^ 

Net investment income (loss)

    .67     .69 %(c)      .31 %(c)      (.14 )%(c)      .36 %(c)^ 

Portfolio turnover rate

    93     53     52     51     68

 

 

See footnote summary on page 47.

 

46


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,     April 1, 2011(a) to
December 31,
2011
 
    2015     2014     2013     2012    

Net asset value, beginning of period

    $11.68        $11.68        $10.49        $9.74        $10.00   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (b)

    .05        .05 (c)      .01 (c)      .01 (c)      .06 (c) 

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.19     .45        1.25        .76        (.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.14     .50        1.26        .77        (.26
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.08     (.05     (.03     (.01     –0 – 

Distributions from net realized gain on investment transactions

    (.20     (.45     (.04     (.01     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.28     (.50     (.07     (.02     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $11.26        $11.68        $11.68        $10.49        $9.74   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (d)

    (1.30 )%      4.21     12.04     7.90     (2.60 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $511,164        $481,600        $387,519        $220,663        $51,687   

Ratio to average net assets of:

         

Expenses, net of
waivers/reimbursements

    1.08     1.10     1.10     1.10     1.10 %^ 

Expenses, before waivers/
reimbursements

    1.08     1.10     1.14     1.29     2.45 %^ 

Net investment income

    .43     .44 %(c)      .05 %(c)      .12 %(c)      1.02 %(c)^ 

Portfolio turnover rate

    93     53     52     51     68

 

 

 

(a)   Commencement of operations.

 

(b)   Based on average shares outstanding.

 

(c)   Net of fees waived and expenses reimbursed 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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

^   Annualized.

See notes to financial statements.

 

47


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Dynamic Asset Allocation Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Dynamic Asset Allocation Portfolio (the “Fund”) (formerly AllianceBernstein Dynamic Asset Allocation Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period April 1, 2011 (commencement of operations) to December 31, 2011. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Dynamic Asset Allocation Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period April 1, 2011 to December 31, 2011, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

48


 
 
2015 FEDERAL TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 14.12% of dividends paid qualify for the dividends received deduction.

 

49


 
DYNAMIC ASSET
ALLOCATION PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Daniel J. Loewy(2), Vice President

Vadim Zlotnikov (2), Vice President

Emilie D. Wrapp, Secretary

    

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    
    
    
    
    
    
CUSTODIAN AND ACCOUNTING AGENT      LEGAL COUNSEL
State Street Bank and Trust Company      Seward & Kissel LLP

State Street Corporation CCB/5

1 Iron Street

    

One Battery Park Plaza

New York, NY 10004

Boston, MA 02210     
    
DISTRIBUTOR      TRANSFER AGENT
AllianceBernstein Investments, Inc.      AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas      P.O. Box 786003
New York, NY 10105      San Antonio, TX 78278-6003
     Toll-Free 1-(800) 221-5672
    
INDEPENDENT REGISTERED PUBLIC     
ACCOUNTING FIRM     
Ernst & Young LLP     
5 Times Square     
New York, NY 10036     

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Dynamic Asset Allocation Team. Messrs. Loewy and Zlotnikov are the investment professionals primarily responsible for the day-to-day management of the Portfolio’s portfolio.

 

50


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,

(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None
        

 

51


DYNAMIC ASSET ALLOCATION PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,

(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

 

52


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,

(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

53


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Daniel J. Loewy

41

     Vice President      Senior Vice President of the Adviser,** with which he has been associated since prior to 2011.
         

Vadim Zlotnikov

53

     Vice President      Senior Vice President of the Adviser,** with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel, and Assistant Secretary of ABI,** with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS,** with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABIS and ABI are affiliates of the Fund.

 

  The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

54


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Dynamic Asset Allocation Portfolio (the “Portfolio”) at a meeting held on August 4-5, 2015.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for the calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors.

 

55


DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Portfolio’s profitability to the Adviser would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the August 2015 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) World Index, the Barclays U.S. Treasury Index and its blended benchmark (a 60%/40% blend of the MSCI World Index and the Barclays U.S. Treasury Index), in each case for the 1- and 3-year periods ended May 31, 2015 and (in the case of comparison with the indices) the since inception period (April 2011 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period. It outperformed the Barclays U.S. Treasury Index (its secondary benchmark) in all periods but lagged the MSCI World Index (its primary benchmark) in all periods and lagged its blended benchmark in all periods except the 1-year period. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The information reviewed by the directors showed that the Portfolio’s contractual advisory fee rate of 70 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 1 basis point in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser pursuant to the Advisory Agreement was more than the Expense Group median.

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate being paid under the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising other registered investment companies pursuing a similar investment style. The directors also noted that the Adviser advises another AB Fund with a somewhat similar investment style as the Portfolio for a lower fee.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In

 

56


    AB Variable Products Series Fund

 

light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Portfolio invests in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group than the Expense Group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year and reflected fee waivers and/or expense reimbursements as a result of an expense cap by the Adviser. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, reflecting a cap by the Adviser, was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio does not contain breakpoints, and that they had previously discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets level and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

57


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Dynamic Asset Allocation Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

 

  1. Management fees charged to institutional and other clients of the Adviser for like services;

 

  2. Management fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

 

Portfolio    Net Assets
06/30/15
($MM)
       Advisory Fee

Dynamic Asset Allocation Portfolio

   $ 525.2         0.70% of average daily net assets

 

1   The information in the fee evaluation was completed on July 23, 2015 and discussed with the Board of Directors on August 4-5, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

58


    AB Variable Products Series Fund

 

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,567 (0.010% of the Portfolio’s average daily net assets) for such services.

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

 

Portfolio  

Expense Cap Pursuant

to Expense Limitation

Undertaking

  Gross
Expense
Ratio
(12/31/14)
    Fiscal Year End

Dynamic Asset Allocation Portfolio4

 

Class A    0.85%

Class B    1.10%

   

 

0.85%

1.10%

  

  

  December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.5 In addition to the AB institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on June 30, 2015 net assets:6

 

4   The Portfolio’s percentage of net assets allocated to ETFs as of April 30, 2015 is 17.86%. The Portfolio’s underlying expense ratio related to such ETF holdings is 0.0406%.

 

5   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

6   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

59


DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

 

Portfolio    Net Assets
6/30/15
($MM)
   AB Institutional
Fee Schedule
   Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Dynamic Asset Allocation Portfolio

   $525.2   

Dynamic All Market

0.60% on 1st $500 million

0.50% on next the balance

     0.595      0.700
      Minimum account size: $25m      

The Adviser manages AB Cap Fund (“ACF”)—AB All Market Growth Portfolio—(“All Market Growth Portfolio”), a retail mutual fund which has a somewhat similar investment style as the Portfolio. The advisory fee schedule of All Market Growth Portfolio is set forth below.

 

Portfolio   AB Fund   Fee

Dynamic Asset Allocation Portfolio

  ACF—All Market Growth Portfolio7   0.60% of average daily net assets

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”), which utilize the Adviser’s DAA strategy. Unlike the Dynamic Asset Allocation Portfolio, the Overlay Portfolios are not designed as stand-alone investments and are used in conjunction with globally diversified Private Client portfolios.8 The advisory fee schedules of the Overlay Portfolios are set forth below. Also shown are what would have been the effective advisory fees of the Portfolio had the Overlay Portfolios’ fee schedules been applicable to the Portfolio based on June 30, 2015 net assets:

 

Portfolio   Overlay Portfolio   Fee9   Portfolio Advisory Fee

Dynamic Asset Allocation Portfolio

 

Overlay A Portfolio

Tax-Aware Overlay A Portfolio

  0.90% of average daily net assets   0.700%
 

Overlay B Portfolio

Tax-Aware Overlay B Portfolio

Tax-Aware Overlay C Portfolio

Tax-Aware Overlay N Portfolio

  0.65% of average daily net assets  

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for Dynamic Diversified Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

 

Portfolio   Luxembourg Fund   Fee10

Dynamic Asset Allocation Portfolio

 

Dynamic Diversified Portfolio

Class A

Class I (Institutional)

      
1.70%
0.90%

 

7   ACF—All Market Growth Portfolio was not in existence at the time of the NYAG settlement. Accordingly, the retail mutual fund’s advisory fee schedule does not follow any of the NYAG related categories.

 

8   Overlay A Portfolio and Tax-Aware Overlay A Portfolio are intended for use in Private Client accounts that have a higher equity weighting (e.g. 80% equity and 20% fixed-income). The other Overlay Portfolios are intended for use in Private Client accounts that have a higher fixed income weighting (e.g. 70% fixed- income and 30% equity). The Overlay Portfolios will gain exposure to various asset classes through direct investments in equity and debt securities as well as derivatives.

 

9   The advisory fees of each Overlay Portfolio are based on the percentage of each portfolio’s average daily net assets, not an aggregate of the assets in the portfolios shown.

 

10   Class A shares of the Luxembourg funds are charged an “all-in” fee, which includes investment advisory and distribution-related services, unlike Class I shares, whose fee is for only investment advisory services.

 

60


    AB Variable Products Series Fund

 

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on June 30, 2015 net assets.

 

Portfolio        Fee Schedule   Effective
Sub-Adv.
Fee
    Portfolio
Advisory
Fee
 

Dynamic Asset Allocation Portfolio

  Client #1  

0.40% on first $100 million

0.35% on next $100 million

0.30% on the balance

    0.329%        0.700%   
  Client #2  

0.40% on 1st $250 million

0.35% on next $250 million

0.325% on next $500 million

0.30% on the balance

    0.371%        0.700%   
  Client #3  

0.40% on first $250 million

0.35% on next $500 million

0.30% on the balance

    0.374%        0.700%   
  Client #411  

0.35% on first $400 million

0.30% on the balance

    0.338%        0.700%   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.12 Lipper’s analysis included the Portfolio’s contractual management fee13 estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).14

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

11   The client is an affiliate of the Adviser.

 

12   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

13   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

14   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

 

61


DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Portfolio’s original EG had an insufficient number of peers in Lipper’s view. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

 

Portfolio    Contractual
Management
Fee15
    

Lipper

EG
Median (%)

     Lipper
EG
Rank
 

Dynamic Asset Allocation Portfolio16

     0.700         0.700         5/9   

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective. A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.17

 

Portfolio    Total
Expense
Ratio
(%)18
     Lipper
EG
Median
(%)
     Lipper
EG
Rank
    

Lipper

EU
Median (%)

     Lipper
EU
Rank
 

Dynamic Asset Allocation Portfolio19

     0.850         0.730         6/9         0.730         11/15   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AB Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $1,082,584 in Rule 12b-1 fees from the Portfolio.

 

15   The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

 

16   The Portfolio’s EG consists of the Portfolio, six other Flexible Portfolio (“FX”) funds and two Alternative Other (“ALT”) funds

 

17   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

18   Most recently completed fiscal year Class A total expense ratio.

 

19   The Portfolio’s EU consists of the Portfolio, the EG, and all other FX and ALT funds.

 

62


    AB Variable Products Series Fund

 

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $2,143,984 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AB Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.20

The Portfolio did not effect any brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB.” The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli21 study on advisory fees and various fund characteristics.22 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.23 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The

 

20   The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2014.

 

21   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

22   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

23   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

63


DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $485 billion as of June 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 and 3 year net performance ranking and return24 of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)25 for the periods ended May 31, 2015.26

 

Portfolio  

Portfolio
Return

(%)

   

PG
Median

(%)

    PU
Median
(%)
    PG
Rank
    PU
Rank
 

Dynamic Asset Allocation Portfolio

         

1 year

    5.57        4.93        4.72        2/7        4/15   

3 year

    9.62        10.61        10.27        7/7        10/13   

Set forth below are the 1 year, 3 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2015.27

 

     

Periods Ending May 31, 2015
Annualized Net Performance (%)

 
      1 Year
(%)
       3 Year
(%)
      

Since
Inception

(%)

 

Dynamic Asset Allocation

     5.57           9.61           6.29   

60% MSCI World/ 40% Barclays US Aggregate Government—Treasury

     4.77           10.54           7.26   

MSCI World Net Index

     5.70           17.09           9.33   

Barclays US Aggregate Government—Treasury

     3.07           1.07           3.55   

Inception Date: April 1, 2011

            

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. However, the Senior Officer recommended that the Directors discuss with the Adviser the proposed advisory fee schedule of the Portfolio, which lacks potential for sharing economies of scale through breakpoints, should the Portfolio’s assets, which currently remain low, grow to a substantial level. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 28, 2015

 

24   The performance rankings are for the Class A shares of the Portfolio. The performance return of the Portfolio shown was provided by Lipper.

 

25   The Portfolio’s EG is not identical to the Portfolio’s PG as the criteria for including/excluding a fund from an EG is somewhat different from that of a PG. The Portfolio’s EU is identical to the Portfolio’s PU.

 

26   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

27   The performance returns shown in the table are for the Class A shares of the Portfolio. The performance returns for the Portfolio and the benchmark were provided by the Adviser.

 

64


 

 

 

 

VPS-DAA-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

GLOBAL BOND PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
GLOBAL BOND PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Global Bond Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. The Portfolio commenced operations on April 29, 2015.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to generate current income consistent with preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. In addition, the Portfolio will, under normal circumstances, invest at least 40% of its net assets in the fixed-income securities of non-US corporate and governmental issuers, and invest in issuers located in at least three countries. The Portfolio may invest in a broad range of fixed-income securities in both developed and emerging markets. The Portfolio may invest across all fixed-income sectors, including US and non-US Government and corporate debt securities. The Portfolio’s investments may be denominated in local currency or US dollar-denominated. The Portfolio may invest in debt securities with a range of maturities from short- to long-term. For a period of time after the Portfolio’s inception, the Portfolio may gain up to approximately 50% of its exposure to fixed-income securities through investment in the AB Global Bond Fund, another investment company advised by AllianceBernstein L.P. (the “Adviser”) that has investment objectives and policies substantially similar to those of the Portfolio.

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Portfolio. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Portfolio’s other holdings.

The Adviser will actively manage the Portfolio’s assets in relation to market conditions and general economic conditions and adjust the Portfolio’s investments in an effort to best enable the Portfolio to achieve its investment objective. Thus, the percentage of the Portfolio’s assets invested in a particular country or denominated in a particular currency will vary in accordance with the Adviser’s assessment of the relative yield and appreciation potential of such securities and the relationship of the country’s currency to the US dollar. While the Adviser expects to hedge some or all of the foreign currency exposure resulting from the Portfolio’s securities positions through the use of currency-related derivatives, it is not required to do so.

Under normal circumstances, the Portfolio invests at least 75% of its net assets in fixed-income securities rated investment grade at the time of investment and may invest up to 25% of its net assets in below investment-grade fixed-income securities (commonly known as “junk bonds”).

The Portfolio expects to use derivatives, such as options, futures contracts, forwards and swaps, to a significant extent. For example, the Adviser may enter into futures and swaps on interest rates, credit default swaps to gain or hedge exposure to specific fixed-income securities, and currency-related derivatives as noted above. In addition, the Portfolio may borrow money for investment purposes, and expects to enter into transactions such as reverse repurchase agreements and dollar rolls that are functionally equivalent to borrowings. These derivatives and borrowing transactions will at times create aggregate exposure to fixed-income securities for the Portfolio substantially in excess of its net assets, effectively leveraging the Portfolio.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmark, the Barclays Global Aggregate Bond Index (US dollar hedged), for the period since the Portfolio’s inception through December 31, 2015.

All share classes of the Portfolio underperformed the benchmark for the reporting period. Yield curve positioning contributed to relative returns, mainly from positioning along the long end of the US curve. Currency positioning also contributed, specifically the Portfolio’s long US dollar position versus short positions in the Australian dollar, New Zealand dollar, South Korean won and Canadian dollar. Country positioning detracted, mainly from an overweight to Brazil and the US, and an underweight to Japan. Sector allocation also detracted, mainly from an overweight to non-investment grade corporates and an underweight to mortgage-pass through securities. Security selection was immaterial for the period.

The Portfolio utilized derivatives including Treasury futures and currency forwards for hedging and investment purposes, which added to absolute returns for the reporting period; credit default swaps for hedging and investment purposes detracted.

MARKET REVIEW AND INVESTMENT STRATEGY

Bond markets were volatile for the reporting period, as growth trends and monetary policies in the world’s biggest economies headed in different directions. Inflation continued to fall throughout the developed world, driven primarily by decreasing commodity prices. While oil prices began to rebound in August, they again fell in the third quarter of 2015, ending the year below $40/barrel, and remained well below their price range in late 2014. These dynamics caused volatility within government bond

 

1


    AB Variable Products Series Fund

 

yields, with the yield on the 10-year US Treasury ranging from 2.1% to 2.5%, ultimately ending the period at 2.3%. Adding to the volatility, the US Federal Reserve raised the target on official rates by 25 basis points, lifting the range to 0.25%-0.50%, which was the first interest rate hike in nine years.

In other markets, including many in Europe where the European Central Bank implemented its quantitative easing program, some yields ended the period in negative territory. In emerging markets, political and economic instability across regions negatively affected the investment environment. Slower growth in China, Brazil and

other emerging-market economies caused further pressure on credit markets at the end of the period. Against this backdrop, fixed-income returns diverged between regions and sectors. Credit securities generally underperformed developed-market Treasuries; developed-market Treasuries generally outperformed emerging-market local currency Treasuries; and investment-grade securities generally outperformed high yield, which posted some of the worst returns across the fixed-income markets, specifically within the energy and commodities sectors.

 

2


 
GLOBAL BOND PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged Barclays Global Aggregate Bond Index (US dollar hedged) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays Global Aggregate Bond Index represents the performance of the global investment-grade developed fixed-income markets. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including US Federal Reserve actions, and market reaction to these initiatives. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, negative perceptions of the junk bond market generally and less secondary market liquidity.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater if the Portfolio invests a significant portion of its assets in fixed-income securities with longer maturities.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


GLOBAL BOND PORTFOLIO  
DISCLOSURES AND RISKS  
(continued from previous page)   AB Variable Products Series Fund

 

Non-Diversification Risk: The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio’s NAV.

Liquidity Risk: Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes and large positions. Foreign fixed-income securities may have more liquidity risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end. The Portfolio has been in operation only for a short period of time, and therefore has a limited historical performance period. This limited performance period is unlikely to be representative of the performance the Portfolio will achieve over a longer period.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
GLOBAL BOND PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK

   NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    Since Inception*  

Global Bond Portfolio Class A

     -0.40%   

Global Bond Portfolio Class B

     -0.60%   

Barclays Global Aggregate Bond Index (US dollar hedged)

     -0.39%   

*    Inception date: 4/29/2015.

  
  

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.79% and 1.04% for Class A and Class B, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios to 0.64% and 0.89% for Class A and Class B, respectively. These waivers/reimbursements may not be terminated before May 1, 2017 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GLOBAL BOND PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

4/29/15* – 12/31/15 (unaudited)

 

LOGO

 

*   Inception date: 4/29/2015.

This chart illustrates the total value of an assumed $10,000 investment in Global Bond Portfolio Class A shares (from 4/29/15* to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
GLOBAL BOND PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During  Period*
     Annualized
Expense  Ratio*
 

Class A

           

Actual

   $ 1,000       $ 1,010.10       $ 1.93         0.38

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,023.29       $ 1.94         0.38
           

Class B

           

Actual

   $ 1,000       $ 1,008.10       $ 3.19         0.63

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,022.03       $   3.21         0.63

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


GLOBAL BOND PORTFOLIO  
SECURITY TYPE BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

SECURITY TYPE    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Investment Companies

   $ 4,976,748           49.7

Governments—Treasuries

     3,294,737           32.9   

Corporates—Investment Grade

     310,609           3.1   

Inflation-Linked Securities

     246,213           2.4   

Governments—Sovereign Agencies

     121,592           1.2   

Mortgage Pass-Throughs

     86,109           0.9   

Commercial Mortgage-Backed Securities

     38,998           0.4   

Corporates—Non-Investment Grade

     18,315           0.2   

Local Governments—Provincial Bonds

     11,074           0.1   

Short-Term Investments

     908,999           9.1   
    

 

 

      

 

 

 

Total Investments

   $   10,013,394           100.0

COUNTRY BREAKDOWN

December 31, 2015 (unaudited)

 

 

COUNTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

United States

   $ 6,888,500           68.8

United Kingdom

     472,686           4.7   

Canada

     413,023           4.1   

Italy

     381,896           3.8   

Germany

     290,487           2.9   

France

     209,845           2.1   

Ireland

     134,494           1.4   

Australia

     111,908           1.1   

Spain

     52,314           0.5   

Brazil

     43,653           0.4   

Belgium

     40,460           0.4   

Portugal

     39,634           0.4   

South Africa

     16,934           0.2   

Other

     8,561           0.1   

Short-Term

     908,999           9.1   
    

 

 

      

 

 

 

Total Investments

   $   10,013,394           100.0

 

 

 

*   The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

 

  All data are as of December 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 0.1% or less in the following countries: New Zealand and Switzerland.

 

7


GLOBAL BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

Company  

Shares

    U.S. $ Value  
     

INVESTMENT COMPANIES–50.0%

   

   

FUNDS AND INVESTMENT TRUSTS–50.0%

   

   

AB Global Bond Fund, Inc.–Class Z(a)
(cost $5,161,896)

      610,644      $ 4,976,748   
     

 

 

 
    Principal
Amount

(000)
       

GOVERNMENTS–TREASURIES–33.1%

   

   

AUSTRALIA–1.1%

     

Australia Government Bond

     

Series 142
4.25%, 4/21/26(b)

    AUD        110        89,806   

Series 144
3.75%, 4/21/37(b)

      29        22,102   
     

 

 

 
        111,908   
     

 

 

 

BELGIUM–0.4%

     

Belgium Government Bond
Series 71
3.75%, 6/22/45(b)

    EUR        27        40,460   
     

 

 

 

BRAZIL–0.4%

     

Brazil Notas do Tesouro Nacional

     

Series B
6.00%, 8/15/50–5/15/55

    BRL        37        21,828   

Series F
10.00%, 1/01/25

      121        21,825   
     

 

 

 
        43,653   
     

 

 

 

CANADA–2.7%

     

Canadian Government Bond
1.25%, 8/01/17

    CAD        360        263,333   
     

 

 

 

FRANCE–2.1%

     

France Government
Bond OAT

     

2.50%, 5/25/30(b)

    EUR        12        14,763   

3.50%, 4/25/20(b)

      156        195,082   
     

 

 

 
        209,845   
     

 

 

 

GERMANY–2.9%

     

Bundesrepublik Deutschland

     

0.50%, 2/15/25(b)

      110        118,299   

1.00%, 8/15/25(b)

      120        134,888   

2.25%, 9/04/21(b)

      26        31,784   

Series 00
6.25%, 1/04/30(b)

      3        5,516   
     

 

 

 
        290,487   
     

 

 

 

IRELAND–1.4%

     

Ireland Government Bond

     

2.40%, 5/15/30(b)

      10        11,866   

3.40%, 3/18/24(b)

      19        24,572   

5.40%, 3/13/25

      66        98,056   
     

 

 

 
        134,494   
     

 

 

 
     

ITALY–3.8%

     

Italy Buoni Poliennali Del Tesoro
3.75%, 5/01/21

    EUR        232      $ 292,039   

5.00%, 8/01/34(b)

      18        27,430   

5.50%, 11/01/22

      20        28,010   

6.00%, 5/01/31

      21        34,417   
     

 

 

 
        381,896   
     

 

 

 

PORTUGAL–0.4%

     

Portugal Obrigacoes do Tesouro OT
2.875%, 10/15/25(b)

      35        39,634   
     

 

 

 

SOUTH AFRICA–0.2%

     

South Africa Government Bond Series R186
10.50%, 12/21/26

    ZAR        248        16,934   
     

 

 

 

SPAIN–0.5%

     

Spain Government Bond
1.95%, 7/30/30(b)

    EUR        13        13,486   

4.20%, 1/31/37(b)

      21        28,053   

5.15%, 10/31/44(b)

      7        10,775   
     

 

 

 
        52,314   
     

 

 

 

UNITED KINGDOM–4.7%

     

United Kingdom Gilt
1.75%, 9/07/22(b)

    GBP        65        96,583   

2.25%, 9/07/23(b)

      78        119,007   

3.25%, 1/22/44(b)

      65        106,652   

4.75%, 3/07/20(b)

      56        94,660   

5.00%, 3/07/25(b)

      25        46,706   
     

 

 

 
        463,608   
     

 

 

 

UNITED STATES–12.5%

     

U.S. Treasury Bonds
2.875%, 5/15/43

  $          54        52,650   

3.00%, 11/15/44–11/15/45

      75        74,753   

3.625%, 8/15/43

      90        101,359   

6.25%, 5/15/30

      90        130,496   

U.S. Treasury Notes
0.875%, 4/30/17

      325        324,860   

2.00%, 2/15/25

      198        193,553   

2.125%, 6/30/21

      150        151,887   

2.25%, 11/15/25

      20        19,955   

2.50%, 5/15/24

      42        42,917   

2.625%, 8/15/20

      148        153,741   
     

 

 

 
        1,246,171   
     

 

 

 

Total Governments–Treasuries
(cost $3,398,902)

        3,294,737   
     

 

 

 

CORPORATES–INVESTMENT GRADE–3.1%

   

   

INDUSTRIAL–2.3%

     

BASIC–0.3%

     

Freeport-McMoRan, Inc.
2.30%, 11/14/17

      5        4,263   

Glencore Funding LLC
4.00%, 4/16/25(b)

      5        3,475   

International Paper Co.
3.80%, 1/15/26

      4        3,941   

5.15%, 5/15/46

      3        2,854   

 

8


    AB Variable Products Series Fund

 

Company  

Principal
Amount

(000)

    U.S. $ Value  
     

Mosaic Co. (The)
5.625%, 11/15/43

  $          5      $ 4,792   

Rio Tinto Finance USA Ltd.
3.75%, 6/15/25

      10        9,078   
     

 

 

 
        28,403   
     

 

 

 

CAPITAL GOODS–0.1%

     

General Electric Co.
Series B
4.10%, 12/15/22(c)

      5        4,988   
     

 

 

 

COMMUNICATIONS–MEDIA–0.4%

  

   

CCO Safari II LLC
3.579%, 7/23/20(b)

      5        4,970   

4.908%, 7/23/25(b)

      5        4,995   

Cox Communications, Inc.
2.95%, 6/30/23(b)

      8        7,047   

Mcgraw Hill Financial, Inc.
4.40%, 2/15/26

      15        15,348   

Time Warner, Inc.
3.60%, 7/15/25

      5        4,867   
     

 

 

 
        37,227   
     

 

 

 

CONSUMER CYCLICAL–
AUTOMOTIVE– 0.1%

     

General Motors Financial Co., Inc.
3.25%, 5/15/18

      12        12,060   
     

 

 

 

CONSUMER
NON-CYCLICAL–0.6%

   

   

AbbVie, Inc.
2.50%, 5/14/20

      4        3,960   

3.60%, 5/14/25

      10        9,869   

Baxalta, Inc.
5.25%, 6/23/45(b)

      5        5,017   

Biogen, Inc.
2.90%, 9/15/20

      4        3,990   

Celgene Corp.
3.875%, 8/15/25

      5        4,980   

Gilead Sciences, Inc.
3.65%, 3/01/26

      6        6,051   

Kraft Heinz Foods Co.
2.80%, 7/02/20(b)

      7        6,982   

3.50%, 7/15/22(b)

      7        7,048   

Reynolds American, Inc.
4.45%, 6/12/25

      10        10,458   

5.85%, 8/15/45

      3        3,335   
     

 

 

 
        61,690   
     

 

 

 

ENERGY–0.6%

     

Devon Energy Corp.
5.00%, 6/15/45

      7        5,305   

Energy Transfer Partners LP
4.65%, 6/01/21

      5        4,694   

EnLink Midstream
Partners LP
4.15%, 6/01/25

      13        9,999   

Enterprise Products Operating LLC
3.70%, 2/15/26

      10        8,970   
     

Halliburton Co.

     

3.375%, 11/15/22

  $          6      $ 5,905   

5.00%, 11/15/45

      6        5,931   

Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24

      12        9,627   

Schlumberger Holdings Corp.
2.35%, 12/21/18(b)

      12        11,922   
     

 

 

 
        62,353   
     

 

 

 

TECHNOLOGY–0.2%

     

Hewlett Packard
Enterprise Co.
4.90%, 10/15/25(b)

      10        9,806   

Hewlett-Packard Co.
4.65%, 12/09/21

      10        9,962   
     

 

 

 
        19,768   
     

 

 

 
        226,489   
     

 

 

 

FINANCIAL
INSTITUTIONS–0.6%

   

   

BANKING–0.5%

     

Bank of America Corp.
3.875%, 8/01/25

      20        20,302   

Goldman Sachs Group, Inc. (The)

     

3.75%, 5/22/25

      10        10,067   

3.85%, 7/08/24

      10        10,205   

5.15%, 5/22/45

      3        2,916   

Morgan Stanley
Series G
4.00%, 7/23/25

      11        11,327   
     

 

 

 
        54,817   
     

 

 

 

INSURANCE–0.1%

     

MetLife, Inc.
Series C
5.25%, 6/15/20(c)

      9        9,158   
     

 

 

 
        63,975   
     

 

 

 

UTILITY–0.2%

     

ELECTRIC–0.2%

     

Entergy Corp.
4.00%, 7/15/22

      8        8,161   

Exelon Corp.
3.95%, 6/15/25(b)

      12        11,984   
     

 

 

 
    20,145   
     

 

 

 

Total Corporates–Investment Grade
(cost $320,224)

        310,609   
     

 

 

 

INFLATION-LINKED SECURITIES–2.5%

   

   

UNITED STATES–2.5%

  

   

U.S. Treasury Inflation Index
0.125%, 4/15/19 (TIPS)
(cost $252,301)

      248        246,213   
     

 

 

 

 

9


GLOBAL BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company  

Principal
Amount

(000)

    U.S. $ Value  
     

GOVERNMENTS–SOVEREIGN AGENCIES–1.2%

   

   

GOVERNMENTS–SOVEREIGN AGENCIES–1.2%

   

   

Canada Housing Trust No. 1
1.70%, 12/15/17(b)

    CAD        60      $ 44,201   

3.80%, 6/15/21(b)

      95        77,391   
     

 

 

 

Total Governments–Sovereign Agencies
(cost $133,979)

        121,592   
     

 

 

 

MORTGAGE PASS-THROUGHS–0.9%

   

   

AGENCY FIXED RATE 30-YEAR–0.8%

   

   

Federal National Mortgage Association
4.00%, 12/01/44

  $          23        24,783   

Government National Mortgage Association
3.50%, 2/01/46, TBA

      48        49,402   
     

 

 

 
        74,185   
     

 

 

 

OTHER AGENCY FIXED RATE PROGRAMS–0.1%

   

   

Canadian Mortgage Pools
6.125%, 12/15/24

    CAD        13        11,924   
     

 

 

 

Total Mortgage Pass-Throughs
(cost $86,768)

        86,109   
     

 

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES–0.4%

   

   

NON-AGENCY FIXED RATE CMBS–0.4%

   

   

JPMBB Commercial Mortgage Securities Trust Series 2015-C32, Class C
4.669%, 11/15/48

  $          10        8,812   

LB-UBS Commercial Mortgage Trust
Series 2006-C6, Class AJ
5.452%, 9/15/39

      30        30,186   
     

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $40,371)

        38,998   
     

 

 

 

CORPORATES–NON-INVESTMENT GRADE–0.2%

   

   

INDUSTRIAL–0.2%

     

BASIC–0.1%

     

Teck Resources Ltd.
4.50%, 1/15/21

      10        5,100   
     

 

 

 
     

CAPITAL GOODS–0.1%

     

Manitowoc Co., Inc. (The)
8.50%, 11/01/20

  $          2      $ 2,070   

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu
5.75%, 10/15/20

      5        5,086   
     

 

 

 
        7,156   
     

 

 

 

COMMUNICATIONS–TELECOMMUNICATIONS–0.0%

     

T-Mobile USA, Inc.
6.50%, 1/15/26

      2        2,019   
     

 

 

 

CONSUMER CYCLICAL–RETAILERS–0.0%

     

Sally Holdings LLC/Sally Capital, Inc.
5.625%, 12/01/25

      4        4,040   
     

 

 

 

Total Corporates–Non-Investment Grade
(cost $22,923)

        18,315   
     

 

 

 

LOCAL GOVERNMENTS–PROVINCIAL
BONDS–0.1%

     

CANADA–0.1%

     

Province of Ontario Canada
2.60%, 6/02/25
(cost $11,675)

    CAD        15        11,074   
     

 

 

 
    Shares        

SHORT-TERM INVESTMENTS–9.1%

     

INVESTMENT COMPANIES–9.1%

     

AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.30%(a)(d)
(cost $908,999)

      908,999        908,999   
     

 

 

 

TOTAL
INVESTMENTS–100.6%
(cost $10,338,038)

        10,013,394   

Other assets less
liabilities–(0.6)%

        (55,659
     

 

 

 

NET ASSETS–100.0%

      $ 9,957,735   
     

 

 

 

 

10


    AB Variable Products Series Fund

 

FUTURES (see Note D)

 

Type   

Number of

Contracts

    

Expiration

Month

    

Original

Value

    

Value at

December 31, 2015

    

Unrealized

Appreciation/

(Depreciation)

 

Purchased Contracts

              

10 Yr Mini Japan Government Bond Futures

     6         March 2016       $   742,566       $   744,091       $   1,525   

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

State Street Bank & Trust Co.

     BRL         177         USD         47         1/05/16       $ 2,558   

State Street Bank & Trust Co.

     USD         45         BRL         177         1/05/16         110   

State Street Bank & Trust Co.

     SGD         216         USD         153         1/08/16         1,307   

State Street Bank & Trust Co.

     USD         77         SGD         109         1/08/16         138   

State Street Bank & Trust Co.

     CAD         600         USD         450         1/14/16         16,666   

State Street Bank & Trust Co.

     USD         49         CNY         323         1/21/16         171   

State Street Bank & Trust Co.

     ZAR         286         USD         20         1/21/16         1,794   

State Street Bank & Trust Co.

     INR         3,279         USD         49         1/22/16         (256

State Street Bank & Trust Co.

     USD         49         INR         3,289         1/22/16         632   

State Street Bank & Trust Co.

     EUR         208         USD         227         1/27/16         525   

State Street Bank & Trust Co.

     EUR         1,045         USD         1,110         1/27/16           (25,946

State Street Bank & Trust Co.

     GBP         30         EUR         43         1/27/16         1,664   

State Street Bank & Trust Co.

     GBP         372         USD         564         1/28/16         15,861   

State Street Bank & Trust Co.

     USD         31         GBP         20         1/28/16         (904

State Street Bank & Trust Co.

     TWD         1,626         USD         50         1/29/16         519   

State Street Bank & Trust Co.

     BRL         177         USD         44         2/02/16         (144

State Street Bank & Trust Co.

     AUD         153         USD         110         2/05/16         (1,396

State Street Bank & Trust Co.

     USD         165         JPY         20,049         2/10/16         1,531   

State Street Bank & Trust Co.

     TWD         3,283         USD         99         6/21/16         (31
                 

 

 

 
                  $ 14,799   
                 

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 

Clearing Broker/(Exchange) &

Referenced Obligation

 

Fixed

Rate

(Pay)

Receive

   

Implied

Credit

Spread at

December 31,

2015

   

Notional

Amount

(000)

   

Market

Value

   

Unrealized

Appreciation/

(Depreciation)

 

Sale Contracts

         

Citigroup Global Markets, Inc./(INTRCONX):

         

CDX-NAHY Series 24, 5 Year Index, 6/20/20*

    5.00     4.04   $ 218      $ 8,455      $ (5,028

CDX-NAIG Series 24, 5 Year Index, 6/20/20*

    1.00        0.85          1,100        7,197        (9,882
       

 

 

   

 

 

 
        $   15,652      $   (14,910
       

 

 

   

 

 

 

 

*   Termination date

 

11


GLOBAL BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

CREDIT DEFAULT SWAPS (see Note D)

 

Swap Counterparty &

Referenced Obligation

  Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
December 31,
2015
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

           

Bank of America, N.A.:

           

CDX-EM Series 23, 5 Year Index 6/20/20*

    1.00     3.53   $ 147      $ (14,645   $ (11,267   $ (3,378

Barclays Bank PLC:

           

CMBX.NA.BB 6, 5/11/63*

    5.00        5.82        6        (257     (103     (154

CMBX.NA.BBB 7, 1/17/47*

    3.00        3.88        100        (5,589     (623     (4,966

Citigroup Global Markets, Inc.:

           

CMBX.NA.BB 6, 5/11/63*

    5.00        5.82        6        (256     (106     (150

Goldman Sachs International:

           

CMBX.NA.BB 6, 5/11/63*

    5.00        5.82        11        (470     (206     (264

CMBX.NA.BB 6, 5/11/63*

    5.00        5.82        12        (512     (198     (314
       

 

 

   

 

 

   

 

 

 
        $   (21,729   $   (12,503   $   (9,226
       

 

 

   

 

 

   

 

 

 

 

 

*   Termination date

 

(a)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(b)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $1,466,962 or 14.7% of net assets.

 

(c)   Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

INR—Indian Rupee

JPY—Japanese Yen

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

Glossary:

CDX-EM—Emerging Market Credit Default Swap Index

CDX-NAHY—North American High Yield Credit Default Swap Index

CDX-NAIG—North American Investment Grade Credit Default Swap Index

CMBS—Commercial Mortgage-Backed Securities

CMBX.NA—North American Commercial Mortgage-Backed Index

INTRCONX—Inter-Continental Exchange

OAT—Obligations Assimilables du Trésor

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

 

12


GLOBAL BOND PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $4,267,143)

   $ 4,127,647   

Affiliated issuers (cost $6,070,895)

     5,885,747   

Cash collateral due from broker

     35,454   

Foreign currencies, at value (cost $4,303)

     4,202   

Unrealized appreciation on forward currency exchange contracts

     43,476   

Interest and dividends receivable

     41,988   

Prepaid expenses

     14,997   

Receivable for investment securities sold and foreign currency transactions

     590   

Receivable due from Adviser

     569   

Receivable for variation margin on exchange-traded derivatives

     227   
  

 

 

 

Total assets

     10,154,897   
  

 

 

 

LIABILITIES

  

Payable for investment securities purchased and foreign currency transactions

     79,608   

Audit and tax fee payable

     34,052   

Unrealized depreciation on forward currency exchange contracts

     28,677   

Custody fee payable

     13,152   

Upfront premium received on credit default swaps

     12,503   

Legal fee payable

     11,972   

Unrealized depreciation on credit default swaps

     9,226   

Transfer Agent fee payable

     109   

Accrued expenses

     7,863   
  

 

 

 

Total liabilities

     197,162   
  

 

 

 

NET ASSETS

   $ 9,957,735   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 1,000   

Additional paid-in capital

     9,997,041   

Undistributed net investment income

     302,201   

Accumulated net realized gain on investment transactions and foreign currency transactions

     (9,595

Net unrealized depreciation on investments and foreign currency denominated assets and liabilities

     (332,912
  

 

 

 
   $ 9,957,735   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $   9,946,548           999,000         $   9.96   

B

     $ 11,187           1,125         $   9.94   

 

 

See notes to financial statements.

 

13


GLOBAL BOND PORTFOLIO  
STATEMENT OF OPERATIONS  
For the period April 29, 2015(a) to December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends—Affiliated issuers

   $ 162,639   

Interest

     45,861   

Other income

     30   
  

 

 

 
     208,530   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     33,463   

Distribution fee—Class B

     17   

Transfer agency—Class A

     2,071   

Transfer agency—Class B

     2   

Custodian

     53,513   

Administrative

     37,826   

Audit and tax

     34,052   

Amortization of offering expenses

     31,003   

Legal

     21,095   

Directors’ fees

     15,708   

Printing

     12,499   

Miscellaneous

     1,708   
  

 

 

 

Total expenses

     242,957   

Less: expenses waived and reimbursed by the Adviser (see Note B)

     (217,805
  

 

 

 

Net expenses

     25,152   
  

 

 

 

Net investment income

     183,378   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     (22,009

Futures

     11,739   

Swaps

     12,141   

Foreign currency transactions

     104,147   

Net change in unrealized appreciation/depreciation of:

  

Affiliated Underlying Portfolios

     (185,148

Investments

     (139,496

Futures

     1,525   

Swaps

     (24,136

Foreign currency denominated assets and liabilities

     14,343   
  

 

 

 

Net loss on investment and foreign currency transactions

     (226,894
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (43,516
  

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

14


 
GLOBAL BOND PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     April 29, 2015(a)  to
December 31, 2015
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

  

Net investment income

   $ 183,378   

Net realized gain on investment transactions and foreign currency transactions

     106,018   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (332,912
  

 

 

 

Net decrease in net assets from operations

     (43,516

CAPITAL STOCK TRANSACTIONS

  

Net increase

     10,001,251   
  

 

 

 

Total increase

     9,957,735   

NET ASSETS

  

Beginning of period

     –0 – 
  

 

 

 

End of period (including undistributed net investment income of $302,201)

   $ 9,957,735   
  

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

15


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Global Bond Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). AB Global Bond Portfolio commenced operations on April 29, 2015. The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is non-diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. As of December 31, 2015 AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of each class of shares of the Portfolio that is currently being offered. 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

16


    AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

17


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

  

Investment Companies

     $ 4,976,748       $ –0 –     $ –0 –     $ 4,976,748   

Governments—Treasuries

       –0 –       3,294,737         –0 –       3,294,737   

Corporates—Investment Grade

       –0 –       310,609         –0 –       310,609   

Inflation-Linked Securities

       –0 –       246,213         –0 –       246,213   

Governments—Sovereign Agencies

       –0 –       121,592         –0 –       121,592   

Mortgage Pass-Throughs

       –0 –       86,109         –0 –       86,109   

Commercial Mortgage-Backed Securities

       –0 –       –0 –       38,998         38,998   

Corporates—Non-Investment Grade

       –0 –       18,315         –0 –       18,315   

Local Governments—Provincial Bonds

       –0 –       11,074         –0 –       11,074   

Short-Term Investments

       908,999         –0 –       –0 –       908,999   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       5,885,747         4,088,649         38,998         10,013,394   

Other Financial Instruments*:

             

Assets:

          

Futures

       1,525         –0 –       –0 –       1,525

Forward Currency Exchange Contracts

       –0 –       43,476         –0 –       43,476   

Liabilities:

          

Forward Currency Exchange Contracts

       –0 –       (28,677      –0 –       (28,677

Centrally Cleared Credit Default Swaps

       –0 –       (14,910      –0 –       (14,910 )# 

Credit Default Swaps

       –0 –       (9,226      –0 –       (9,226
    

 

 

    

 

 

    

 

 

    

 

 

 

Total^

     $ 5,887,272       $ 4,079,312       $ 38,998       $ 10,005,582   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Commercial
Mortgage-
Backed
Securities
    Total  

Balance as of 4/29/15^

   $ –0 –    $ –0 – 

Accrued discounts/(premiums)

     (16     (16

Realized gain (loss)

     –0 –      –0 – 

Change in unrealized appreciation/depreciation

     (1,373     (1,373

Purchases

     40,387        40,387   

Sales

     –0 –      –0 – 

Transfers in to Level 3

     –0 –      –0 – 

Transfers out of Level 3

     –0 –      –0 – 
  

 

 

   

 

 

 

Balance as of 12/31/15

   $ 38,998      $ 38,998   
  

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15 *

   $ (1,373   $ (1,373
  

 

 

   

 

 

 

 

^   Commencement of operations.

 

*   The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

 

18


    AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for the current tax year and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

19


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

8. Offering Expenses

Offering expenses of $46,000 were deferred and amortized on a straight line basis over a one year period starting from April 29, 2015 (commencement of operations).

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .50% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses, excluding, among other items, the Portfolio’s proportionate share of the advisory fees and other expenses of AB Global Bond Fund, Inc. (“ABGB”) on an annual basis (the “Expense Caps”) to .64% and .89% of daily average net assets for Class A and Class B, respectively. Any fees waived and expenses borne by the Adviser through December 31, 2015 are subject to repayment by the Fund until December 31, 2018. Any fees waived and expenses borne by the Adviser from January 1, 2016 through April 27, 2016 are subject to repayment by the Fund until December 31, 2019, provided that no repayment will be made that would cause the Fund’s total annual fund operating expenses to exceed the net fee percentage set forth per the Expense Caps. The Expense Caps may not be terminated by the Adviser before May 1, 2017. For the period ended December 31, 2015, such reimbursements/waivers amounted to $162,259.

The Portfolio currently invests in ABGB, an open-end management investment company managed by the Adviser. The Adviser has contractually agreed to waive its management fees and/or bear Portfolio expenses through April 29, 2016 in an amount equal to the Portfolio’s proportionate share of all advisory fees and other expenses of ABGB that are indirectly borne by the Portfolio. For the period ended December 31, 2015, such waiver amounted to $17,720.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended December 31, 2015, the Adviser voluntarily agreed to waive such fees amounting to $37,826.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $800 for the period ended December 31, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended December 31, 2015 is as follows:

 

Market Value

April 29, 2015(a)

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

   

Dividend

Income

(000)

 
$ 0      $ 6,224      $ 5,315      $ 909      $ 1   

 

(a)   Commencement of operations.

 

20


    AB Variable Products Series Fund

 

A summary of the Portfolio’s transactions in shares of the ABGB Fund for the period ended December 31, 2015 is as follows:

 

AB Global Bond Fund, Inc.  
                                   

Distributions

 

Market Value
4/29/15(a)
(000)

   

Purchases
at Cost
(000)

   

Sales
Proceeds
(000)

   

Realized
Gain (Loss)
(000)

   

Change in
Unrealized
Appr./(Depr.)
(000)

   

Market Value
12/31/15

(000)

   

Income
(000)

   

Realized
Gains
(000)

 
$ 0      $ 5,162      $ 0      $ 0      $ (185   $ 4,977      $ 162      $ 0   

 

(a)   Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended December 31, 2015 amounted to $161, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended December 31, 2015 were as follows:

 

       Purchases        Sales  

Investment securities (excluding U.S. government securities)

     $ 9,251,982         $ 1,351,858   

U.S. government securities

       5,850,809           4,256,608   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

 

Cost

   $ 10,339,725   
  

 

 

 

Gross unrealized appreciation

     10,618   

Gross unrealized depreciation

     (336,949
  

 

 

 

Net unrealized depreciation

   $ (326,331
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

 

21


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended December 31, 2015, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the period ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

 

22


    AB Variable Products Series Fund

 

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and counterparty Sale Contracts outstanding.

 

23


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the period ended December 31, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities

Location

  Fair Value    

Statement of
Assets and Liabilities

Location

  Fair Value  

Interest rate contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 1,525    

Credit contracts

      Receivable/Payable for variation margin on exchange-traded derivatives   $ 14,910

 

24


    AB Variable Products Series Fund

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities

Location

  Fair Value    

Statement of
Assets and Liabilities

Location

  Fair Value  

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts   $ 43,476      Unrealized depreciation on forward currency exchange contracts   $ 28,677   

Credit contracts

      Unrealized depreciation on credit default swaps     9,226   
   

 

 

     

 

 

 

Total

    $ 45,001        $ 52,813   
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the period ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
     Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ 11,739       $ 1,525   

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities      7,831         14,799   

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      12,141         (24,136
     

 

 

    

 

 

 

Total

      $ 31,711       $ (7,812
     

 

 

    

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the period ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 774,360 (a) 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 365,855   

Average principal amount of sale contracts

   $ 2,536,905   

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 257,625 (a) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 1,318,289   

 

(a)   Positions were open for two months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

 

25


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available
for Offset
     Cash
Collateral
Received
     Security
Collateral
Received
     Net Amount of
Derivatives Assets
 

Exchange-Traded Derivatives:

              

Citigroup Global Markets, Inc.**

   $ 73       $ –0 –     $ –0 –     $ –0 –     $ 73   

Morgan Stanley & Co., LLC**

     154         –0 –       –0 –       –0 –       154   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 227       $ –0 –     $ –0 –     $ –0 –     $ 227   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

OTC Derivatives:

              

State Street Bank & Trust Co.

     43,476         (28,677      –0 –       –0 –       14,799   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 43,476       $ (28,677    $ –0 –     $ –0 –     $ 14,799
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
              

Counterparty

   Derivative Liabilities
Subject  to a MA
     Derivative
Available
for Offset
     Cash
Collateral
Pledged
     Security
Collateral
Pledged
     Net Amount of
Derivatives
Liabilities
 

OTC Derivatives:

              

Bank of America, N.A.

   $ 14,645       $ –0 –     $ –0 –     $ –0 –     $ 14,645   

Barclays Bank PLC

     5,846         –0 –       –0 –       –0 –       5,846   

Citigroup Global Markets, Inc.

     256         –0 –       –0 –       –0 –       256   

Goldman Sachs International

     982         –0 –       –0 –       –0 –       982   

State Street Bank & Trust Co.

     28,677         (28,677      –0 –       –0 –       –0 – 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 50,406       $ (28,677    $ –0 –     $ –0 –     $ 21,729
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. TBA and Dollar Rolls

The Portfolio may invest in TBA mortgage-backed securities. A TBA, or “To Be Announced”, trade represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agree-upon date; however, the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. Mortgage pools (including fixed-rate or variable-rate mortgages) guaranteed by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA transactions.

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. During the period ended December 31, 2015, the Portfolio had no transactions in dollar rolls.

 

26


    AB Variable Products Series Fund

 

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    April 29, 2015(a)  to
December 31, 2015
        April 29, 2015(a)  to
December 31, 2015
 

Class A

     

Shares sold

    999,000        $ 9,990,000   
 

 

 

     

 

 

 

Net increase

    999,000        $ 9,990,000   
 

 

 

     

 

 

 

Class B

     

Shares sold

    1,125        $ 11,252   

Shares redeemed

    0 (b)        (1
 

 

 

     

 

 

 

Net increase

    1,125        $ 11,251   
 

 

 

     

 

 

 

 

(a)   Commencement of operations

 

(b)   Share is less than 0.5

NOTE F : Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Below Investment Grade Securities—Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the

 

27


GLOBAL BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Non-diversification Risk—The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio’s NAV.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio was included as part of the facility on July 9, 2015.

NOTE H: Tax Information

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 290,931   

Accumulated capital and other losses

     (7,908 )(a) 

Unrealized appreciation/(depreciation)

     (323,329 )(b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (40,306
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had a net capital loss carryforward of $7,908.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps and the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio had a net short-term capital loss carryforward of $7,908 which may be carried forward for an indefinite period.

During the current fiscal period, permanent differences primarily due to the tax treatment of swaps and swap clearing fees, foreign currency reclassifications, the tax treatment of offering costs and paydown gain/loss reclassifications resulted in a net increase in undistributed net investment income, a net decrease in accumulated net realized gain on investment transactions and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE I: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

28


 
GLOBAL BOND PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    April 29, 2015(a)  to
December 31,
2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .18   

Net realized and unrealized loss on investment transactions and foreign currency transactions

    (.22
 

 

 

 

Net decrease in net asset value from operations

    (.04
 

 

 

 

Net asset value, end of period

    $9.96   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (.40 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $9,947   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .38

Expenses, before waivers/reimbursements (e)^

    3.63

Net investment income (c)^

    2.74

Portfolio turnover rate

    62

 

 

 

See footnote summary on page 30.

 

29


GLOBAL BOND PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    April 29, 2015(a)  to
December 31,
2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .17   

Net realized and unrealized loss on investment transactions and foreign currency transactions

    (.23
 

 

 

 

Net decrease in net asset value from operations

    (.06
 

 

 

 

Net asset value, end of period

    $9.94   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (.60 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $11   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .64

Expenses, before waivers/reimbursements (e)^

    3.90

Net investment income (c)^

    2.55

Portfolio turnover rate

    62

 

 

(a)   Commencement of operations.

 

(b)   Based on average shares outstanding.

 

(c)   Net of fees and expenses waived/reimbursed 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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Expense ratios do not include expenses of ABGB, in which the Portfolio invests. For the period ended December 31, 2015, the estimated annualized blended expense ratios of acquired funds were .26% for both Class A and Class B Shares.

 

^   Annualized.

See notes to financial statements.

 

30


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

  AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of the AB Global Bond Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Global Bond Portfolio (the “Fund”), one of the series constituting AB Variable Product Series Fund, Inc., as of December 31, 2015, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period April 29, 2015 (commencement of operations) through December 31, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Global Bond Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, and the results of its operations, changes in its net assets and financial highlights for the period April 29, 2015 (commencement of operations) through December 31, 2015 in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

31


 
 
GLOBAL BOND PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS   
Marshall C. Turner, Jr.(1), Chairman    Nancy P. Jacklin(1)
John H. Dobkin(1)    Robert M. Keith, President and Chief Executive Officer
Michael J. Downey(1)    Garry L. Moody(1)
William H. Foulk, Jr.(1)    Earl D. Weiner(1)
D. James Guzy(1)   
  
OFFICERS   

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

  

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Paul J. DeNoon(2), Vice President    Emilie D. Wrapp, Secretary
Scott DiMaggio(2), Vice President    Phyllis J. Clarke, Controller
Douglas J. Peebles(2), Vice President    Vincent S. Noto, Chief Compliance Officer
Matthew Sheridan(2), Vice President   
  

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

  

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

  

PRINCIPAL UNDERWRITER

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

  

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

  

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

  

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Fund are made by its senior management team. Messrs. DeNoon, DiMaggio, Peebles and Sheridan are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

32


 
GLOBAL BOND PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011

 

33


GLOBAL BOND PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

 

34


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT
QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to this position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

35


GLOBAL BOND PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST 5 YEARS

Robert M. Keith

55

     President and Chief
Executive Officer
     See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P., since prior to March 2003.
         

Paul J. DeNoon

53

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Scott DiMaggio

44

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Douglas J. Peebles

50

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Matthew Sheridan

40

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2011.

 

 

 

*   The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at 1-(800) 227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

36


 
GLOBAL BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of Global Bond Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the initial approval of the Investment Advisory Agreement.

The Portfolio’s investment objective is to generate current income consistent with the preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. Under normal market conditions, the Portfolio invests significantly in fixed-income securities of companies located in at least three countries (including the United States). The Portfolio may invest in a broad range of fixed-income securities in both developed and emerging markets. The Portfolio may invest across all fixed-income sectors, including U.S. and non-U.S. government and corporate debt securities. The Portfolio’s investments may be denominated in local currency or U.S. dollar denominated. The Portfolio may invest in debt securities with a range of maturities from short- to long-term. Under normal market circumstances invest at least 75% of its net assets in fixed-income securities rated investment grade at the time of investment and may invest up to 25% of its net assets in below investment grade fixed-income securities.

The Adviser expects to utilize a variety of derivatives, including futures, interest rate and credit default swaps and currency derivatives, in its management of the Portfolio, and exposure through derivatives will generally count towards the percentage minimums and limits applicable to the Portfolio. In addition, the Portfolio is expected to enter into transactions such as reverse repurchase agreements and dollar rolls that are functionally equivalent to borrowings. These derivatives and borrowings are expected to create gross exposure to fixed income securities for the Portfolio substantially in excess of the Portfolio’s net assets, effectively leveraging the Portfolio.

The Adviser proposed the Barclays Capital Global Aggregate Bond Index (USD hedged) as the Portfolio’s benchmark. The Adviser expects Lipper and Morningstar to place the Portfolio in their respective World Bond and Global Income categories.

The Portfolio’s investment strategy would be substantially similar to that of AB Global Bond Fund, Inc. (“Global Bond Fund, Inc.”). At launch and for some period of time thereafter until Global Bond Portfolio can gather sufficient assets to make direct securities investments on a more efficient basis, the Portfolio intends to invest approximately 50% of its assets in Global Bond Fund, Inc.3

The Senior Officer’s evaluation considered the following factors:

 

  1. Management fees charged to institutional and other clients of the Adviser for like services;

 

  2. Management fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

1   The information in the fee evaluation was completed on January 22, 2015 and discussed with the Board of Directors on February 3-4, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

 

3   The Adviser proposed an Acquired Fund Fee Waiver Agreement so that shareholders of Global Bond Portfolio will not have to bear the fund expenses of any affiliated underlying funds in which the Global Bond Portfolio may invest.

 

37


GLOBAL BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.” 4

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The proposed advisory fee schedule for the Portfolio follows the advisory fee schedule of the High Income category of the NYAG settlement related fee categories.

 

Portfolio   Advisory Fee

Global Bond Portfolio

 

0.50% on the first $2.5 billion

0.45% on the next $2.5 billion

0.40% on the balance

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing certain clerical, legal, accounting, administrative and other services.

The Adviser proposed an Acquired Fund Fee Agreement, which provides for the Adviser to waive all fees or reimburse expenses for a one year period after shares of the Portfolio are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of any AB Mutual Fund, in which the Portfolio may invest, so shareholders of the Portfolio will not bear those expenses. At present, it is not expected that the Portfolio will invest in any AB Mutual Fund other than Global Bond Fund, Inc.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a two year period after the date the date that shares of the Portfolio is first offered to the public.5 The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidies. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period.

 

Portfolio  

Expense Cap Pursuant

to Expense Limitation

Undertaking

 

Estimated
Gross

Expense
Ratio6

    Fiscal Year End

Global Bond Portfolio

  Class A    0.64%     0.65%      December 31
 

Class B    0.89%

    0.90%     

 

4   Jones v. Harris at 1427.

 

5   Prior to discussions between the Board of Directors and the Adviser at the February 3-5, 2015 meetings, the period after shares of the Portfolio are first offered to the public, in which the Adviser will waive all or a portion of its advisory fees and/or reimburse the Portfolio for fund expenses exceeding the Portfolio’s expense caps under the original terms of the Expense Limitation Undertaking, was for one year.

 

6   The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

 

38


    AB Variable Products Series Fund

 

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes—Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser will be entitled to be reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.7 In addition to the institutional fee schedule, set forth below are what would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.8

 

Portfolio    Projected
Net Assets
($MM)
   AB Institutional Fee Schedule    Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
     Difference  

Global Bond Portfolio

   $250.0   

Global Plus Fixed Income

0.50% on first $30 million

0.25% on the balance

Minimum account size: $25 million

     0.280      0.500      0.220

The Adviser manages Global Bond Fund Inc., a retail mutual fund that has a similar investment style as the Portfolio. Set forth below is the advisory fee schedule of Global Bond Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of Global Bond Fund Inc. been applicable to the Portfolio based on an initial estimate of the Portfolio’s net asset at $250 million.

 

Portfolio   AB Fund   Fee   ABMF
Effective
Fee (%)
    Portfolio
Advisory
Fee (%)
 

Global Bond Portfolio

  Global Bond Fund, Inc.  

0.50% on first $2.5 billion

0.45% on next $2.5 billion 0.40% on the balance

    0.500%        0.500%   

 

7   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

8   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

39


GLOBAL BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for Global Plus Fixed Income, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

 

Fund    Fee9

Global Plus Fixed Income

  

Class A2

   1.10%

Class I2 (Institutional)

   0.55%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

 

Portfolio   ITM Mutual Fund   Fee

Global Bond Portfolio

  AB Global Plus Bond Fund D/P (Hedged) 10   0.10%11,12

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and the effective fee of the sub-advisory relationship based on initial estimate of the Portfolio’s net assets at $250 million:

 

Portfolio        Fee Schedule  

Effective

Sub-Adv.

Fee

    Portfolio
Advisory
Fee
 

Global Bond Portfolio

  Client # 1   AB Sub-Advisory Fee Schedule: 0.15% of average daily net assets     0.150%        0.500%   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

 

9   Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

 

10   The ITM fund is privately placed or institutional.

 

11   In addition to the fee shown above, the ITM fund’s four institutional clients are charged an additional fee. Three of the four institutional clients are charged the following: 0.33% on the first ¥3 billion, 0.08% thereafter. The fourth institutional client is charged the following fee: 0.34% on the first ¥3 billion, 0.09% thereafter.

 

12   Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on October 31, 2014 by Reuters was ¥112 per $1. At that currency exchange rate, ¥3 billion would be equivalent to approximately $26.8 million.

 

40


    AB Variable Products Series Fund

 

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.13 Lipper’s analysis included the Portfolio’s contractual management fee14 estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).15

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio   

Contractual

Management

Fee16

    

Lipper

EG

Median (%)

     Lipper
EG
Rank
 

Global Bond Portfolio17

     0.500         0.625         1/8   

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.18

Portfolio   

Total

Expense

Ratio

(%)19

    

Lipper

EG

Median (%)

    

Lipper

EG

Rank

    

Lipper

EU

Median (%)

    

Lipper

EU

Rank

 

Global Bond Portfolio

     0.640         0.733         1/8         0.723         2/17   

Based on this analysis, the Portfolio has equally favorable rankings on a contractual management fee basis and on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet comm enced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

 

13   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.”Jones v. Harris at 1429.

 

14   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

15   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

 

16   The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

 

17   The contractual management fee shown for the Portfolio does not take into consideration any advisory fee waivers or expense reimbursements made by the Adviser in connection with plans by the Portfolio to invest in Global Bond Funds, Inc.

 

18   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

19   Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

 

41


GLOBAL BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

The Portfolio will adopt a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of each Portfolio’s average daily net assets attributable to Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of each Portfolio attributable to the firm over the year. With respect to the Fund, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Fund is AB Investor Services (“ABIS”), an affiliate of the Adviser.20 The Fund pays ABIS a flat fee of $18,000 for each calendar year, which is allocated evenly among its separate Portfolios.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.21, 22 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.23 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund

 

20   It should be noted that the insurance companies, linked to the variable products, will provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

 

21   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

22   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

23  

The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

42


    AB Variable Products Series Fund

 

AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $474 billion as of December 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. The Adviser does manage Global Bond Fund, Inc. and its 1, 3, 5 year and since inception performance returns as of December 31, 2014 against its benchmarks are shown in the table below.

 

     

Periods Ended December 31, 2014

Annualized Performance

 
     

1

Year

(%)

    

3

Year

(%)

    

5

Year

(%)

    

Since

Inception

(%)

 

Global Bond Fund, Inc.24

     6.92         3.84         5.07         5.13   

Barclays Capital Global Aggregate Index (USD hedged)

     7.59         4.34         4.60         4.79   

Barclays Capital Global Treasury Index (USD hedged)

     8.14         4.19         4.33         4.50   

Inception Date: December 1, 2007

           

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. The Senior Officer recommended that the Directors discuss with the Adviser the Acquired Fund Fee Agreement, which the Adviser proposed for a one year period after shares are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of any AB Mutual Fund, in which the Portfolio may invest. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 27, 2015

 

24   Global Bond Fund, Inc.’s actual inception date of the fund is March 27, 1992. However, inception performance is shown only from December 1, 2007, which is the first full month since the retail mutual fund has been operating in with its current investment strategy.

 

43


 

 

 

VPS-GB-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
GLOBAL RISK ALLOCATION—MODERATE
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Global Risk Allocation-Moderate Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. The Portfolio commenced operations on April 28, 2015.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to seek long term growth of capital while seeking to limit volatility. In making decisions on the allocation of assets among “growth assets” and “safety assets”, AllianceBernstein L.P. (the “Adviser”) will use a risk-weighted allocation methodology based on the expected “tail risk” of each asset class. For purposes of the Portfolio, growth assets include global equities and, at times, high yield fixed-income securities (commonly known as “junk bonds”), and safety assets include government securities of developed countries. This strategy attempts to provide investors with favorable long-term total return while minimizing exposure to material or “tail” losses. To execute this strategy, the percentage loss that will constitute a tail loss is calculated for each asset class based on historical market behavior and on a forward-looking basis through options prices. Portfolio assets are then allocated among asset classes so that growth assets contribute the majority of the expected risk of tail loss (“tail risk”) of the Portfolio, and safety assets contribute a lesser amount of tail risk. The Adviser will make frequent adjustments to the Portfolio’s asset class exposures based on these tail risk determinations. To help limit tail risk, the Portfolio will utilize a risk management strategy involving the purchase of put options and sale of call options on equity indices, equity index futures or exchange-traded funds (“ETFs”). The Adviser will on a best efforts basis seek to limit the volatility of the Portfolio to no more than 10% on an annualized basis. Actual results may vary.

The Adviser will also assess tail risk on a security, sector and country basis, and make adjustments to the Portfolio’s allocations within each asset class when practicable. The Portfolio may invest in fixed-income securities with a range of maturities from short- to long-term. The Adviser expects that the Portfolio’s investments in high yield fixed-income securities will not exceed 10% of the Portfolio’s net assets. The Portfolio’s investments in each asset class will generally be global in nature.

The Adviser expects to utilize a variety of derivatives in its management of the Portfolio, including futures contracts, options, swaps and forwards. Derivatives often provide more efficient and economical exposure to market segments than direct investments, and the Portfolio may utilize derivatives and ETFs to gain exposure to equity and fixed-income asset classes. Because derivatives transactions frequently require cash outlays that are only a small portion of the amount of exposure obtained through the derivative, a portion of the Portfolio’s assets may be held in cash or invested in cash equivalents to cover the Portfolio’s derivatives obligations, such as short-term US government and agency securities, repurchase agreements and money market funds. At times, a combination of direct securities investments and derivatives will be used to gain asset class exposure so that the Portfolio’s aggregate exposure will substantially exceed its net assets (i.e., so that the Portfolio is effectively leveraged).

Currency exchange rate fluctuations can have a dramatic impact on returns. The Adviser may seek to hedge all or a portion of the currency exposure resulting from Portfolio investments through currency-related derivatives, or decide not to hedge this exposure.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmark, a blend of 60% Morgan Stanley Capital International (“MSCI”) World Index (hedged to USD) / 40% Barclays Global G7 Treasury Index (hedged to USD), for the period since the Portfolio’s inception through December 31, 2015.

All share classes of the Portfolio underperformed the benchmark for the reporting period. The Portfolio’s overweight to equities and underweight to bonds detracted from relative returns. Within equities, the Portfolio was overweight European and Japanese equities and underweight US equities, relative to the benchmark. The overweight to Europe proved costly as European equity markets significantly underperformed US equities over the period. Bonds performed better than equities and contributed over the period, but still produced negative returns thus not providing any offset to weak equity returns.

The Portfolio utilized derivatives including futures, interest rate swaps, and purchased and written options for hedging and investment purposes, which detracted from absolute returns for the reporting period; currencies for hedging purposes added to returns.

MARKET REVIEW AND INVESTMENT STRATEGY

Volatility surged over the reporting period, leading to choppy markets for global equities. An August swoon gave way to uneven trading before global stocks finally touched bottom in late September. While a strong rally helped investors pare losses, markets remained skittish at

 

1


    AB Variable Products Series Fund

 

the end of period. Returns for the period were negative for both equity and government bonds.

By late summer, as concerns over Greece appeared to fade, investors turned their attention to China. A sudden devaluation of China’s currency stoked fears of a global economic slowdown, prompting a steep pullback in markets worldwide. Uncertainty over a hard landing continued to disorient investors, even as the year closed. The ongoing slump in commodities and oil also unsettled investors, though they were somewhat heartened when the US Federal Reserve (the “Fed”) finally raised interest rates. The move simultaneously conveyed a vote of confidence in the US economy while removing a long-standing uncertainty that weighed on markets.

Policy intervention took center stage in bond markets, too. Dovish rhetoric seemed to mollify pessimists at times. However, by year end, markets generally performed poorly thanks to accelerating volatility and divergent central bank stances. Markets were particularly disappointed by the lack of aggressive action from the European Central Bank (the “ECB”). While there could be more policy easing in the pipeline, the ECB elected to keep its asset buying at the same level. However, the disappointment was somewhat offset by the Fed’s lift-off—the first hike in over nine years—which investors generally digested smoothly.

The Portfolio has remained close to neutral in its risk budget, with approximately 85% of the risk allocated to equity and the balance to government bonds. The Portfolio’s Senior Investment Management Team (the “Team”) favors exposure to European and Japanese stocks over US equity. The Team also prefers exposure to government bonds in the US, where it anticipates rate increases to be modest while inflation remains well behaved, and antipodean countries, such as Australia, where weakness in commodities and exposure to China should induce policy makers to remain accommodative.

 

2


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The MSCI World Index and Barclays Global G7 Treasury Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI World Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. The Barclays Global G7 Treasury Index tracks fixed-rate local currency government debt of investment-grade G7 countries. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s investments will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Allocation Risk: The allocation of investments among asset classes may have a significant effect on the Portfolio’s net asset value (“NAV”) when the asset classes in which the Portfolio has invested more heavily perform worse than the asset classes invested in less heavily.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a greater risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

High Yield Securities Risk: Investments in fixed-income securities with ratings below investment grade (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments. Transactions intended to hedge fluctuations in the values of the portfolios positions will typically limit the opportunity for gain.

Leverage Risk: Because the Portfolio uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
DISCLOSURES AND RISKS  
(continued)   AB Variable Products Series Fund

 

Liquidity Risk: Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes and large positions. Foreign fixed-income securities may have more liquidity risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Non-Diversification Risk: The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio’s NAV.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end. The Portfolio has been in operation only for a short period of time, and therefore has a limited historical performance period. This limited performance period is unlikely to be representative of the performance the Portfolio will achieve over a longer period.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

    
THE PORTFOLIO VS. ITS BENCHMARK      NAV Returns  
PERIOD ENDED DECEMBER 31, 2015 (unaudited)      Since Inception*  

Global Risk Allocation—Moderate Portfolio Class A

       -6.00%   

Global Risk Allocation—Moderate Portfolio Class B

       -6.20%   

60% MSCI World Index (hedged to USD) /

40% Barclays Global G7 Treasury Index (hedged to USD)

       -3.09%   

*    Inception date: 4/28/2015.

 

    
    

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 1.16% and 1.41% for Class A and Class B, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios to 0.75% and 1.00% for Class A and Class B, respectively. These waivers/reimbursements may not be terminated before May 1, 2016 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GLOBAL RISK ALLOCATION-MODERATE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

4/28/15* – 12/31/15 (unaudited)

 

LOGO

 

*   Inception date: 4/28/2015.

This chart illustrates the total value of an assumed $10,000 investment in Global Risk Allocation-Moderate Portfolio Class A shares (from 4/28/15* to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $ 1,000       $ 966.10       $ 3.32         0.67

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,021.83       $ 3.41         0.67
           

Class B

           

Actual

   $ 1,000       $ 964.00       $ 4.65         0.94

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,020.47       $   4.79         0.94

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SECURITY TYPE BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

SECURITY TYPE    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Investment Companies

   $ 19,406,015           38.8

Options Purchased—Puts

     48,260           0.1   

Short-Term Investments

     30,598,306           61.1   
    

 

 

      

 

 

 

Total Investments

   $   50,052,581           100.0

COUNTRY BREAKDOWN

December 31, 2015 (unaudited)

 

 

COUNTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

United States

   $ 19,432,645           38.8

Germany

     17,002           0.1   

Japan

     3,286           0.0   

United Kingdom

     1,342           0.0   

Short-Term Investments

     30,598,306           61.1   
    

 

 

      

 

 

 

Total Investments

   $   50,052,581           100.0

 

 

 

 

 

*   The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

 

  All data are as of December 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time.

 

7


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

INVESTMENT COMPANIES–38.0%

   

FUNDS AND INVESTMENT TRUSTS–38.0%

   

iShares Core S&P 500 ETF

    19,730      $ 4,042,085   

iShares MSCI EAFE ETF

    90,720        5,329,800   

iShares Russell 2000 ETF

    14,330        1,612,268   

SPDR S&P 500 ETF Trust

    20,650        4,210,329   

Vanguard S&P 500 ETF

    22,530        4,211,533   
   

 

 

 

Total Investment Companies
(cost $19,318,254)

      19,406,015   
   

 

 

 
    Contracts        

OPTIONS PURCHASED–PUTS–0.1%

   

OPTIONS ON FUNDS AND INVESTMENT TRUSTS–0.1%

   

SPDR S&P 500 ETF Trust Expiration: Jan 2016, Exercise Price:
$ 196.00(a)(b)

    150        10,200   

    Expiration: Jan 2016, Exercise Price: $ 200.00(a)(b)

    124        16,430   
   

 

 

 
      26,630   
   

 

 

 

OPTIONS ON INDICES–0.0%

   

EURO STOXX 50 Index Expiration: Jan 2016, Exercise Price: EUR 3,200.00(a)(d)

    70        17,002   

FTSE 100 Index
Expiration: Jan 2016, Exercise Price: GBP 5,925.00(a)(d)

    7        1,342   
   

Nikkei 225 Index
Expiration: Jan 2016, Exercise Price: JPY
18,375.00(a)(c)

    10      $ 3,286   
   

 

 

 
      21,630   
   

 

 

 

Total Options Purchased–Puts
(premiums paid $170,126)

      48,260   
   

 

 

 
    Shares        

SHORT-TERM INVESTMENTS–59.8%

   

INVESTMENT COMPANIES–49.9%

   

AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.30%(e)(f)
(cost $25,515,211)

    25,515,211        25,515,211   
   

 

 

 
    Principal
Amount
(000)
       

U.S. TREASURY BILLS–9.9%

   

U.S. Treasury Bill Zero Coupon, 1/21/16–3/31/16
(cost $5,083,095)

  $   5,084        5,083,095   
   

 

 

 

Total Short-Term Investments
(cost $30,598,306)

      30,598,306   
   

 

 

 

TOTAL INVESTMENTS–97.9%
(cost $50,086,686)

      50,052,581   

Other assets less
liabilities–2.1%

      1,072,732   
   

 

 

 

NET ASSETS–100.0%

    $ 51,125,313   
   

 

 

 

FUTURES (see Note D)

 

Type   Number of
Contracts
    Expiration
Month
    Original
Value
    Value at
December 31, 2015
    Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

         

10 Yr Australian Bond Futures

    26        March 2016      $ 2,415,311      $ 2,404,127      $ (11,184

EURO STOXX 50 Futures

    109        March 2016        3,775,252        3,887,717          112,465   

Mini MSCI EAFE Futures

    50        March 2016        4,194,342        4,245,500        51,158   

Nikkei 225 (CME) Futures

    14        March 2016        1,376,447        1,316,350        (60,097

S&P TSX 60 Index Futures

    7        March 2016        761,597        769,864        8,267   

TOPIX Index Futures

    11        March 2016        1,395,756        1,416,240        20,484   

U.S. Ultra Bond (CBT) Futures

    41        March 2016          6,537,725          6,506,188        (31,537
         

 

 

 
          $ 89,556   
         

 

 

 

 

8


    AB Variable Products Series Fund

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

State Street Bank & Trust Co.

   AUD      927       USD      670         3/18/16       $ (3,249

State Street Bank & Trust Co.

   CAD      129       USD      96         3/18/16         3,232   

State Street Bank & Trust Co.

   CHF      909       USD      912         3/18/16         1,394   

State Street Bank & Trust Co.

   DKK      1,178       USD      172         3/18/16         (389

State Street Bank & Trust Co.

   EUR      768       USD      841         3/18/16         4,598   

State Street Bank & Trust Co.

   EUR      3,224       USD        3,486         3/18/16           (24,266

State Street Bank & Trust Co.

   GBP      1,332       USD      2,007         3/18/16         43,110   

State Street Bank & Trust Co.

   HKD      2,363       USD      305         3/18/16         (22

State Street Bank & Trust Co.

   ILS      235       USD      61         3/18/16         308   

State Street Bank & Trust Co.

   JPY        299,500       USD      2,438         3/18/16         (58,040

State Street Bank & Trust Co.

   NOK      531       USD      61         3/18/16         1,251   

State Street Bank & Trust Co.

   NZD      134       USD      89         3/18/16         (2,691

State Street Bank & Trust Co.

   SEK      2,210       USD      259         3/18/16         (2,995

State Street Bank & Trust Co.

   SGD      175       USD      124         3/18/16         1,060   

State Street Bank & Trust Co.

   USD      51       CAD      68         3/18/16         (1,860

State Street Bank & Trust Co.

   USD      251       EUR      231         3/18/16         266   

State Street Bank & Trust Co.

   USD      562       EUR      511         3/18/16         (5,303

State Street Bank & Trust Co.

   USD      94       GBP      62         3/18/16         (2,696

State Street Bank & Trust Co.

   USD      149       JPY      18,017         3/18/16         1,487   
                 

 

 

 
                  $   (44,805
                 

 

 

 

CALL OPTIONS WRITTEN (see Note D)

 

Description    Contracts      Exercise
Price
     Expiration
Month
     Premiums
Received
     U.S. $ Value  

EURO STOXX 50 Index(d)

     100         3,425.00         January 2016       $   14,243       $   (9,781

PUT OPTIONS WRITTEN (see Note D)

 

Description    Contracts      Exercise
Price
     Expiration
Month
     Premiums
Received
     U.S. $ Value  

SPDR S&P 500 ETF Trust(b)

     124         190.00         January 2016       $   27,523       $   (3,286

 

 

(a)   Non-income producing security.

 

(b)   One contract relates to 100 shares.

 

(c)   One contract relates to 1000 shares.

 

(d)   One contract relates to 10 shares.

 

(e)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(f)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

DKK—Danish Krone

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

 

9


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

ILS—Israeli Shekel

JPY—Japanese Yen

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

SGD—Singapore Dollar

USD—United States Dollar

Glossary:

CBT—Chicago Board of Trade

CME—Chicago Mercantile Exchange

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

MSCI—Morgan Stanley Capital International

SPDR—Standard & Poor’s Depository Receipt

TOPIX—Tokyo Price Index

TSX—Toronto Stock Exchange

See notes to financial statements.

    

 

10


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $24,571,475)

   $ 24,537,370   

Affiliated issuers (cost $25,515,211)

     25,515,211   

Cash collateral due from broker

     967,344   

Foreign currencies, at value (cost $90,487)

     90,691   

Receivable for capital stock sold

     212,596   

Unrealized appreciation on forward currency exchange contracts

     56,706   

Dividends and interest receivable

     24,749   

Prepaid expenses

     14,871   

Receivable for investment securities sold and foreign currency transactions

     147   
  

 

 

 

Total assets

     51,419,685   
  

 

 

 

LIABILITIES

  

Options written, at value (premiums received $41,766)

     13,067   

Unrealized depreciation on forward currency exchange contracts

     101,511   

Payable for variation margin on exchange-traded derivatives

     46,796   

Advisory fee payable

     44,289   

Audit and tax fee payable

     34,782   

Legal fee payable

     16,524   

Distribution fee payable

     10,547   

Payable for capital stock redeemed

     4,605   

Transfer Agent fee payable

     113   

Accrued expenses

     22,138   
  

 

 

 

Total liabilities

     294,372   
  

 

 

 

NET ASSETS

   $ 51,125,313   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 5,445   

Additional paid-in capital

     51,895,639   

Undistributed net investment income

     239,097   

Accumulated net realized loss on investment transactions and foreign currency transactions

     (1,056,368

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     41,500   
  

 

 

 
   $ 51,125,313   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $ 10,344           1,100         $ 9.40   

B

     $   51,114,969           5,443,439         $   9.39   

 

 

See notes to financial statements.

 

11


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF OPERATIONS  
For the Period April 28, 2015(a) to December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 199,835   

Affiliated issuers

     14,993   
  

 

 

 
     214,828   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     105,505   

Distribution fee—Class B

     33,647   

Transfer agency—Class A

     1,286   

Transfer agency—Class B

     791   

Custodian

     50,264   

Administrative

     37,826   

Audit and tax

     34,782   

Amortization of offering expenses

     31,129   

Legal

     25,647   

Directors’ fees

     15,708   

Printing

     12,501   

Miscellaneous

     1,981   
  

 

 

 

Total expenses

     351,067   

Less: expenses waived and reimbursed by the Adviser (see Note B)

     (195,560
  

 

 

 

Net expenses

     155,507   
  

 

 

 

Net investment income

     59,321   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     (153,113

Futures

     (862,069

Options written

     (65,137

Swaps

     15,601   

Foreign currency transactions

     174,335   

Net change in unrealized appreciation/depreciation of:

  

Investments

     (34,105

Futures

     89,556   

Options written

     28,699   

Foreign currency denominated assets and liabilities

     (42,650
  

 

 

 

Net loss on investment and foreign currency transactions

     (848,883
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (789,562
  

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

12


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     April 28, 2015(a)
to December 31,
2015
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

  

Net investment income

   $ 59,321   

Net realized loss on investment transactions and foreign currency transactions

     (890,383

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     41,500   
  

 

 

 

Net decrease in net assets from operations

     (789,562

CAPITAL STOCK TRANSACTIONS

  

Net increase

     51,914,875   
  

 

 

 

Total increase

     51,125,313   

NET ASSETS

  

Beginning of period

     –0 – 
  

 

 

 

End of period (including undistributed net investment income of $239,097)

   $ 51,125,313   
  

 

 

 

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

13


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Global Risk Allocation—Moderate Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). AB Global Risk Allocation—Moderate Portfolio commenced operations on April 28, 2015. The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is non-diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. As of December 31, 2015 AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class A 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the portfolio managers may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while closed end funds and exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

14


    AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

15


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

  

Investment Companies

   $ 19,406,015      $ –0 –    $ –0 –    $ 19,406,015   

Options Purchased—Puts

     –0 –      48,260        –0 –      48,260   

Short-Term Investments:

        

Investment Companies

     25,515,211        –0 –      –0 –      25,515,211   

U.S. Treasury Bills

     –0 –      5,083,095        –0 –      5,083,095   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     44,921,226        5,131,355        –0 –      50,052,581   

Other Financial Instruments*:

        

Assets:

        

Futures

     59,425        132,949        –0 –      192,374

Forward Currency Exchange Contracts

     –0 –      56,706        –0 –      56,706   

Liabilities:

        

Futures

     (102,818     –0 –      –0 –      (102,818 )# 

Forward Currency Exchange Contracts

     –0 –      (101,511     –0 –      (101,511

Call Options Written

     –0 –      (9,781     –0 –      (9,781

Put Options Written

     –0 –      (3,286     –0 –      (3,286
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 44,877,833      $ 5,206,432      $             –0 –    $ 50,084,265   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include options written which are valued at market value.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The portfolio managers established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the portfolio managers and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the portfolio managers’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the portfolio managers’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the portfolio managers’s prices).

 

16


    AB Variable Products Series Fund

 

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

8. Offering Expenses

Offering expenses of $46,000 were deferred and amortized on a straight line basis over a one year period starting from April 28, 2015 (commencement of operations).

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .60% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses, including acquired fund fees and expenses, to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B, respectively. Any fees waived and expenses borne by the Adviser through April 28, 2016 may be reimbursed by the Portfo-

 

17


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

lio until December 31, 2019, provided that no reimbursement payment will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated by the Adviser before May 1, 2016. For the period ended December 31, 2015, such reimbursement amounted to $157,734.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended December 31, 2015, the Adviser voluntarily agreed to waive such fees amounting to $37,826.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $800 for the period ended December 31, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the portfolio managers. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the portfolio managers, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended December 31, 2015 is as follows:

 

Market Value

April 28, 2015(a)

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

   

Dividend

Income

(000)

 
$ 0      $ 56,571      $ 31,056      $ 25,515      $ 15   

 

(a)   Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended December 31, 2015 amounted to $5,487, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the portfolio managers.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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 portfolio managers may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 29,669,725       $ 10,503,910   

U.S. government securities

       –0 –       –0 – 

 

18


    AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency, written options and swap transactions) are as follows:

 

Cost

   $ 50,120,100   
  

 

 

 

Gross unrealized appreciation

     378,754   

Gross unrealized depreciation

     (446,273
  

 

 

 

Net unrealized depreciation

   $ (67,519
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended December 31, 2015, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

 

19


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

During the period ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

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 the 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 written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. 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. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. 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.

At December 31, 2015, the maximum payments for written put options amounted to $2,356,000. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the period ended December 31, 2015, the Portfolio held purchased options for hedging and non-hedging purposes. During the period ended December 31, 2015, the Portfolio held written options for hedging and non-hedging purposes.

For the period ended December 31, 2015, the Portfolio had the following transactions in written options:

 

     Number of
Contracts
     Premiums
Received
 

Options written outstanding as of 04/28/2015(a)

     –0 –     $ –0 – 

Options written

     1,669         279,498   

Options expired

     (687      (89,582

Options bought back

     (740      (141,072

Options exercised

     (18      (7,078
  

 

 

    

 

 

 

Options written outstanding as of 12/31/15

     224       $ 41,766   
  

 

 

    

 

 

 

 

  (a)  Commencement   of operations.

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by

 

20


    AB Variable Products Series Fund

 

reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are

 

21


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the period ended December 31, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of

Assets and Liabilities

Location

  Fair Value    

Statement of

Assets and Liabilities

Location

  Fair Value  

Interest rate contracts

      Receivable/Payable for variation margin on exchange-traded derivatives   $ 42,721

Equity contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 192,374   Receivable/Payable for variation margin on exchange-traded derivatives     60,097

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts     56,706      Unrealized depreciation on forward currency exchange contracts     101,511   

Equity contracts

  Investments in securities, at value     48,260       

Equity contracts

      Options written, at value     13,067   
   

 

 

     

 

 

 

Total

    $ 297,340        $ 217,396   
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

22


    AB Variable Products Series Fund

 

The effect of derivative instruments on the statement of operations for the period ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ (231,615   $ (42,721

Equity contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures      (630,454     132,277   

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities    $ 158,016      $ (44,805

Equity contracts

   Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments      (297,241     (121,866

Equity contracts

   Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written      (65,137     28,699   

Interest rate contracts

  

Net realized gain (loss) on swaps;

Net change in unrealized

appreciation/depreciation of swaps

     15,601        –0 – 
     

 

 

   

 

 

 

Total

      $ (1,050,830   $ (48,416
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the period ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 12,476,490   

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 6,940,538   

Average principal amount of sale contracts

   $ 1,823,290 (a) 

Purchased Options:

  

Average monthly cost

   $ 81,549   

Interest Rate Swaps:

  

Average notional amount

   $ 211,107 (b) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 2,412,189 (a) 

 

(a)   Positions were open for six months during the period.

 

(b)   Positions were open for one month during the period.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

23


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount  of
Derivatives Assets
 

Exchange-Traded Derivatives:

           

Morgan Stanley & Co., LLC

   $ 48,260       $ (48,260   $             –0 –    $             –0 –    $             –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 48,260       $ (48,260   $ –0 –    $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

State Street Bank & Trust Co.

   $ 56,706       $ (56,706   $ –0 –    $             –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 56,706       $ (56,706   $ –0 –    $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative Liabilities
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged
    Net Amount of
Derivatives Liabilities
 

Exchange-Traded Derivatives:

           

Morgan Stanley & Co., LLC**

   $ 59,863       $ (48,260   $ (11,603   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 59,863       $ (48,260   $ (11,603   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

State Street Bank & Trust Co.

   $ 101,511       $ (56,706   $ –0 –    $ –0 –    $ 44,805   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 101,511       $ (56,706   $ –0 –    $ –0 –    $ 44,805
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. TBA and Dollar Rolls

The Portfolio may invest in TBA mortgage-backed securities. A TBA, or “To Be Announced”, trade represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agree-upon date; however, the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. Mortgage pools (including fixed-rate or variable-rate mortgages) guaranteed by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA transactions.

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the period ended December 31, 2015, the Portfolio did not enter into dollar rolls.

 

24


    AB Variable Products Series Fund

 

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES          AMOUNT  
    April 28, 2015(a)  to
December 31,
2015
         April 28, 2015(a)  to
December 31,
2015
 

Class A(a)

      

Shares sold

    999,000         $ 9,989,999   

Shares redeemed

    (997,900        (9,260,512
 

 

 

      

 

 

 

Net increase

    1,100         $ 729,487   
 

 

 

      

 

 

 

Class B

      

Shares sold

    5,664,403         $ 53,289,350   

Shares redeemed

    (220,964        (2,103,962
 

 

 

      

 

 

 

Net increase

    5,443,439         $ 51,185,388   
 

 

 

      

 

 

 

 

(a)   Commencement of operations.

NOTE F: Risks Involved in Investing in the Portfolio

Allocation Risk—The allocation of investments among the different investment styles, such as growth or value, equity or debt securities, or U.S. or non-U.S. securities may have a more significant effect on the Portfolio’s net asset value, or NAV, when one of these investment strategies is performing more poorly than others.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Below Investment Grade Securities—Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

High Yield Debt Securities—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

 

25


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Non-Diversification Risk—The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio NAV.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Tax Information

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 193,254   

Accumulated capital and other losses

     (946,504 )(a) 

Unrealized appreciation/(depreciation)

     (22,521 )(b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (775,771
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had a net capital loss carryforward of $771,662. As of that date, the cumulative deferred loss on straddles was $174,842.

 

(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 the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio had a net short-term capital loss carryforward of $246,484 and a net long-term capital loss carryforward of $525,178 which may be carried forward for an indefinite period.

During the current fiscal period, permanent differences primarily due to the tax treatment of swaps and swap clearing fees, foreign currency reclassifications and the tax treatment of offering costs resulted in a net increase in undistributed net investment income, a net increase in accumulated net realized loss on investment transactions and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the portfolio managers, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the period ended December 31, 2015.

 

26


    AB Variable Products Series Fund

 

NOTE I: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

27


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    April 28, 2015(a) to
December 31,

2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .05   

Net realized and unrealized loss on investment transactions and foreign currency transactions

    (.65
 

 

 

 

Net decrease in net asset value from operations

    (.60
 

 

 

 
 

Less: Dividends and Distributions

 

Net asset value, end of period

    $9.40   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (6.00 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $10   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .69

Expenses, before waivers/reimbursements (e)^

    3.21

Net investment income (c)^

    .82

Portfolio turnover rate

    111

 

 

 

 

See footnote summary on page 29.

 

28


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    April 28, 2015(a) to
December 31,

2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .01   

Net realized and unrealized loss on investment transactions and foreign currency transactions

    (.62
 

 

 

 

Net decrease in net asset value from operations

    (.61
 

 

 

 
 

Less: Dividends and Distributions

 

Net asset value, end of period

    $9.39   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (6.20 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $51,115   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .94

Expenses, before waivers/reimbursements (e)^

    1.62

Net investment income (c)^

    .19

Portfolio turnover rate

    111

 

 

 

 

(a)   Commencement of operations.

 

(b)   Based on average shares outstanding.

 

(c)   Net of fees waived and expenses reimbursed 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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Expense ratios do not include expenses of acquired funds in which the Portfolio invests. For the period ended December 31, 2015, the estimated annualized blended expense ratios of acquired funds in which the Portfolio invests were .06% for both Class A and Class B Shares.

 

^   Annualized.

 

29


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Global Risk Allocation—Moderate Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Global Risk Allocation—Moderate Portfolio (the “Fund”), one of the series constituting AB Variable Products Series Fund, Inc., as of December 31, 2015, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period April 28, 2015 (commencement of operations) to December 31, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Global Risk Allocation—Moderate Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015 and the results of its operations, the changes in its net assets and the financial highlights for the period April 28, 2015 (commencement of operations) to December 31, 2015, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

30


 
GLOBAL RISK ALLOCATION—MODERATE
PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     
Marshall C. Turner, Jr.(1), Chairman      Nancy P. Jacklin(1)

John H. Dobkin(1)

    

Robert M. Keith, President and Chief Executive Officer

Michael J. Downey(1)      Garry L. Moody(1)
William H. Foulk, Jr.(1)      Earl D. Weiner(1)
D. James Guzy(1)     
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

    

Daniel J. Loewy(2), Vice President

    
Leon Zhu(2), Vice President     
Joseph J. Mantineo, Treasurer and Chief Financial Officer     
Emilie D. Wrapp, Secretary     
Phyllis J. Clarke, Controller     
Vincent S. Noto, Chief Compliance Officer     
    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

PRINCIPAL UNDERWRITER

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

    

 

 

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Fund are made by its senior management team. Mr. Loewy and Mr. Zhu are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

31


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR     
       

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110       None
       
DISINTERESTED DIRECTORS     
       

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
       

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.     110       None
       

 

32


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

    
       

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      

Asia Pacific Fund, Inc. (registered investment company) since prior to 2011

       

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110       None
       

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110       None
       

 

33


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

    
       

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110       None
       

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.     110       None
       

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      

None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to this position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

34


    AB Variable Products Series Fund

 

Officer Information

 

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P., since prior to March 2003.
         
Daniel J. Loewy      Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Leon Zhu

48

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at 1-(800) 227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

35


 
GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of Global Risk Allocation—Moderate Portfolio (“Risk Allocation Portfolio” or the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the initial approval of the of the Investment Advisory Agreement.

The Portfolio seeks long term growth of capital with consideration of reducing volatility. The Portfolio will invest dynamically in a number of global equity and fixed-income asset classes, including equity securities of all types, corporate fixed-income securities, fixed income securities of U.S. and foreign governments and their agencies and instrumentalities, and inflation-indexed instruments (including Treasury Inflation Protected Securities). The Portfolio will invest in fixed-income securities with a range of maturities from short- to long-term. The Portfolio’s investments in each asset class may generally be global in nature, and may generally include investments in developed markets only. In making decisions on the allocation of asset classes, the Portfolio may use a risk-weighted allocation methodology based on the expected “tail risk” of each asset class. This strategy attempts to provide investors with favorable long-term total return while minimizing exposure to volatility and material downside or “tail” events. To execute this strategy, an expected tail loss for each asset class is calculated based on historical market behavior and on a forward-looking basis through options prices. Portfolio assets are then allocated among asset classes so that growth assets, such as global equities, contribute the majority of the expected tail risk of the Portfolio, and safety assets, such as government securities of developed countries, contribute a lesser amount of tail risk. The Adviser will make frequent adjustments to the Portfolio’s asset class exposures based on these tail risk determinations. The specified tail risk allocations will generally result in an asset allocation for the Portfolio of approximately 60% equities and 40% fixed income securities.

To help limit tail risk, the Portfolio may utilize a risk management system strategy involving the purchase of put options and sale of call options on equity indexes, equity index futures or ETFs. The Adviser may also assess tail risk on a security, sector and country basis, and make adjustments to the Portfolio’s allocations within each asset class where possible. The Adviser expects to utilize a variety of derivatives in managing the Portfolio to gain exposure to various equity and fixed-income asset classes to limit tail risk. These derivatives are expected to create gross exposure for the Portfolio that will at times be substantially in excess of the Portfolio’s net assets.

The Adviser proposed the MSCI World Index (Net) as the Portfolio’s benchmark. The Adviser also proposed a secondary benchmark for the Portfolio, 60% MSCI World Index (Net) / 40% Barclays Capital G7 Global Treasury Index. The Adviser anticipates that Lipper and Morningstar will place the Portfolio in their respective Flexible and Tactical Allocation categories.

The Senior Officer’s evaluation considered the following factors:

 

  1. Management fees charged to institutional and other clients of the Adviser for like services;

 

  2. Management fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

1   The information in the fee evaluation was completed on January 22, 2015 and discussed with the Board of Directors on February 3-4, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

 

36


    AB Variable Products Series Fund

 

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

 

Portfolio    Advisory Fee

Risk Allocation Portfolio

   0.60% of average daily net assets

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing certain clerical, legal, accounting, administrative and other services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolio is first offered to the public. The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidies. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period.

 

Portfolio   Expense Cap Pursuant
to Expense Limitation
Undertaking
  Estimated
Gross
Expense
Ratio4
    Fiscal Year End

Risk Allocation Portfolio

  Class A    0.75%     0.81%      December 31
  Class B    1.00%     1.06%     

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted,

 

3   Jones v. Harris at 1427.

 

4  

The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

 

37


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)   AB Variable Products Series Fund

 

the Adviser will be entitled to be reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.5 In addition to the institutional fee schedule, set forth below are what would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.6

 

Portfolio   Projected
Net Assets
($MM)
   AB Institutional
Fee Schedule
  Effective
AB Inst.
Adv. Fee
    Portfolio
Advisory
Fee
    Difference  

Risk Allocation Portfolio7

  $250   

Tail Risk Parity

0.50% on first $100 million

0.40% on next $400 million

0.30% on the balance

Minimum account size: $100 million

    0.440     0.600     0.160

The Adviser manages AB Global Risk Allocation Fund Inc., (“Global Risk Allocation Fund, Inc.”), a retail mutual fund which has a somewhat similar investment style as the Portfolio. Set forth below is the retail mutual fund’s advisory fee schedule and what would have been the effective advisory fee of the Portfolio had the retail mutual fund’s fee schedule been applicable to the Portfolio based on an initial estimate of the Portfolio’s net asset at $250 million.

 

Portfolio   AB Fund   Fee   ABMF
Effective
Fee (%)
    Portfolio
Advisory
Fee (%)
 

Risk Allocation Portfolio Inc.

  Global Risk Allocation Fund,  

0.60% on first $200 million 0.50% on next $200 million

0.40% on the balance

    0.580%        0.600%   

The Adviser has represented that it does not manage any sub-advisory relationship that has a substantially similar investment style as any of the Portfolio.

 

5   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

6   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

7  

There are some differences in the investment strategy between the Portfolio and the institutional mandate, among the differences in the management of the tail risk for each asset class and that, unlike the institutional mandate, the Portfolio will generally not have exposure to commodities or exposure to currencies other than through its securities investments denominated in foreign currencies

 

38


    AB Variable Products Series Fund

 

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.8 Lipper’s analysis included the Portfolio’s contractual management fee9 estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).10

Traditionally, Lipper chooses a Portfolio’s peers among the Portfolio’s Lipper investment classification/objective. However, in selecting Risk Allocation Portfolio’s peers, Lipper has departed from its traditional methodology. Instead, Lipper selected peer funds that have a managed volatility attribute that allows a fund to shift its portfolio assets from one asset class to another based on its manager’s perception of the markets. This managed volatility attribute was given greater weight by Lipper than a peer fund’s investment classification/objective during the peer fund selection process.

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee11
       Lipper EG
Median (%)
       Lipper EG
Rank
 

Risk Allocation Portfolio12

     0.600           0.660           4/11   

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective. A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.13

It should be noted that Lipper compared the Portfolio to a number of non-Class A share peers, which may have a 12b-1 or non 12b-1 service fee. Since the Portfolio’s Class A shares do not have a 12b-1 or non 12b-1 service fee, the Senior Officer compared the Portfolio’s total expenses to that of its peers excluding 12b-1/non 12b-1 service fees. In addition, the EU does not include funds with a 12b-1 or non 12b-1 service fee other than funds in the EG.

 

8   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

9   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

10   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

 

11   The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

 

12   The Portfolio’s EG includes the Portfolio, two other Flexible (“FX”) funds, three Mixed-Asset Target Allocation Moderate (“MTAM”) funds, two Mixed-Asset Target Allocation Growth (“MTAG”) funds, one Mixed-Asset Target Allocation Conservative (“MTAC”) fund and one Alternative Other Fund (“ALT”) fund.

 

13   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

39


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)   AB Variable Products Series Fund

 

Portfolio    Total
Expense
Ratio
(%)14
     Lipper EG
Median (%)
     Lipper EG
Rank
     Lipper EU
Median (%)
     Lipper EU
Rank
 

Risk Allocation Portfolio15

     0.750         0.750         6/11         0.750         9/17   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio will adopt a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of each Portfolio’s average daily net assets attributable to Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of each Portfolio attributable to the firm over the year. With respect to the Fund, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Fund is AB Investor Services (“ABIS”), an affiliate of the Adviser16 The Fund pays ABIS a flat fee of $18,000 for each calendar year, which is allocated evenly among its separate Portfolios.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

 

14   Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

 

15   The Portfolio’s EU includes the Portfolio, EG and all other FX, MTAM, MTAG, MTAC and ALT funds.

 

16   It should be noted that the insurance companies, linked to the variable products, will provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

 

40


    AB Variable Products Series Fund

 

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.19 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $474 billion as of December 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. The Adviser does manage Global Risk Allocation Fund, Inc. and its 1 year and since inception performance returns as of December 31, 2014 against its benchmarks are shown in the table below.

 

     

Periods Ended December 31, 2014

Annualized Performance

 
     

1

Year
(%)

       Since
Inception
(%)
 

Global Risk Allocation Fund, Inc.20

     7.35           3.94   

60% MSCI World Index (Net) / 40%

     3.23           8.76   

Barclays Capital Global Aggregate Index MSCI World Index (Net)

     4.94           15.70   

Barclays Capital U.S. Aggregate Index

     0.59           –1.10   

Inception Date: November 1, 2012

       

 

17   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

18   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

19   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

20   Global Risk Allocation Fund, Inc.’s actual inception date is June 8, 1932. However, inception performance is shown only from November 1, 2012, which is the first full month since the retail mutual fund has been operating in with its current investment strategy.

 

41


GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)   AB Variable Products Series Fund

 

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. The Senior Officer recommended that the Directors consider discussing with the Adviser the addition of breakpoints to the proposed advisory fee schedule for the Portfolio. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 27, 2015

 

42


 

 

 

 

 

 

VPS-GRA-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

GLOBAL THEMATIC GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
GLOBAL THEMATIC GROWTH  
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Global Thematic Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio pursues opportunistic growth by investing in a global universe of companies in multiple industries that may benefit from innovation. AllianceBernstein L.P. (the “Adviser”) employs a combination of “top-down” and “bottom-up” investment processes with the goal of identifying the most attractive securities worldwide, fitting into broader themes, which are developments that have broad effects across industries and companies. Drawing on its global fundamental and quantitative research capabilities, the Adviser seeks to identify long-term economic or business trends that will affect multiple industries. The Adviser will assess the effects of these trends, in the context of the business cycle, on entire industries and on individual companies. The Adviser normally considers a large universe of mid- to large-capitalization companies worldwide for investment.

The Portfolio invests in securities issued by US and non-US companies from multiple industry sectors in an attempt to maximize opportunity, which should also tend to reduce risk. The Portfolio invests in both developed and emerging market countries. Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by the Adviser) in securities of non-US companies. In addition, the Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries. The percentage of the Portfolio’s assets invested in securities of companies in a particular country or denominated in a particular currency varies in accordance with the Adviser’s assessment of the appreciation potential of such securities.

The Portfolio may invest in any company and industry and in any type of equity security, listed and unlisted, with potential for capital appreciation. It invests in well-known, established companies as well as new, smaller or less-seasoned companies. Investments in new, smaller or less-seasoned companies may offer more reward but may also entail more risk than is generally true of larger, established companies. The Portfolio may also invest in synthetic foreign equity securities, which are various types of warrants used internationally that entitle a holder to buy or sell underlying securities, real estate investment trusts and zero-coupon bonds.

The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments. Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Portfolio may, from time to time, invest in currency-related derivatives, including forward currency exchange contracts, futures contracts, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Portfolio may enter into other derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmark, the Morgan Stanley Capital International All Country (“MSCI AC”) World Index (net) for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmark for the annual period. Sector allocation and security selection drove the outperformance. Currency decisions also added value. Stock selection in technology (mostly embedded within the Portfolio’s Web 3.0 theme) and an underweight in the energy sector (mostly embedded within the Resource Scarcity? theme) contributed, relative to the benchmark. Stock selection in the health care sector (mostly embedded within the Portfolio’s Fortifying Franchises and Emerging Consumer themes) detracted.

 

1


    AB Variable Products Series Fund

 

The Portfolio utilized derivatives in the form of currency forwards for hedging purposes, which detracted from absolute performance during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equity markets declined during the annual period. After a positive run-up in shares in the first half of the period, equities pulled back amid concerns that China’s economy would drag the global economy into a slowdown and stretched valuations in developed stocks caused shares to tumble. Although markets rebounded toward year end as markets stabilized and investors welcomed central bank policy actions from the US, Europe and China, international equity markets ended the year in negative territory. Japanese and European stocks were the best performers during 2015, while emerging-market stocks continued to lag. In Europe, the European Central Bank cut its deposit rate and extended its quantitative easing program an additional six months, although markets were disappointed by the scale of action to combat the risks to growth and to help lower inflation. Across the Atlantic, the US Federal Reserve decided to increase interest rates for the first time in nearly a decade in December, signaling the end of an era of unprecedented accommodative monetary policy, initially triggered by the global financial crisis in 2008.

The Fund’s Senior Investment Management Team follows a bottom-up stock picking methodology that employs rigorous analysis across geographic borders, in search of companies that are market leaders with attractive earnings growth prospects and high return on invested capital.

 

2


 
GLOBAL THEMATIC GROWTH PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged MSCI AC World Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World Index (net; free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. Net returns reflect the reinvestment of dividends after deduction of non-US withholding tax. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


GLOBAL THEMATIC GROWTH PORTFOLIO
DISCLOSURES AND RISKS  
(continued)   AB Variable Products Series Fund

 

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
GLOBAL THEMATIC GROWTH PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

            
THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Global Thematic Growth Portfolio Class A

     2.89%           3.03%           3.83%   

Global Thematic Growth Portfolio Class B

     2.65%           2.78%           3.58%   

MSCI AC World Index (net)

     -2.36%           6.09%           4.76%   

*    Average Annual Returns.

 

†    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.01%.

       

        

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.01% and 1.26% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GLOBAL THEMATIC GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Global Thematic Growth Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
GLOBAL THEMATIC GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account  Value
December 31, 2015
     Expenses Paid
During  Period*
     Annualized
Expense  Ratio*
 

Class A

           

Actual

   $   1,000       $ 951.20       $   5.02         1.02

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,020.06       $ 5.19         1.02
           

Class B

           

Actual

   $ 1,000       $ 950.10       $ 6.24         1.27

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,018.80       $ 6.46         1.27

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Alphabet, Inc.—Class C

   $ 3,078,776           2.5

UnitedHealth Group, Inc.

     2,677,486           2.2   

Roche Holding AG

     2,433,012           2.0   

AIA Group Ltd.

     2,416,322           1.9   

Delphi Automotive PLC

     2,396,153           1.9   

NIKE, Inc.—Class B

     2,392,500           1.9   

Anheuser-Busch InBev SA/NV

     2,302,272           1.9   

Alibaba Group Holding Ltd. (Sponsored ADR)

     2,170,721           1.8   

Nestle SA (REG)

     2,155,049           1.7   

Visa, Inc.—Class A

     2,148,911           1.7   
    

 

 

      

 

 

 
     $   24,171,202           19.5

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Information Technology

   $ 32,256,620           26.1

Financials

     24,525,901           19.9   

Health Care

     19,942,384           16.1   

Consumer Discretionary

     19,495,264           15.8   

Consumer Staples

     15,284,162           12.4   

Industrials

     5,230,189           4.2   

Materials

     1,991,356           1.6   

Utilities

     1,591,846           1.3   

Energy

     987,566           0.8   

Short-Term Investments

     2,165,244           1.8   
    

 

 

      

 

 

 

Total Investments

   $   123,470,532           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

7


GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COUNTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

United States

   $ 63,863,159           51.7

Switzerland

     8,465,759           6.8   

China

     7,514,018           6.1   

United Kingdom

     7,398,670           6.0   

India

     5,174,331           4.2   

Hong Kong

     4,005,047           3.2   

Netherlands

     3,827,015           3.1   

Japan

     3,562,204           2.9   

Belgium

     3,322,244           2.7   

France

     2,993,676           2.4   

Singapore

     2,046,615           1.7   

Italy

     1,676,549           1.4   

South Africa

     1,507,628           1.2   

Other

     5,948,373           4.8   

Short-Term Investments

     2,165,244           1.8   
    

 

 

      

 

 

 

Total Investments

   $   123,470,532           100.0

 

 

 

 

*   All data are as of December 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.1% or less in the following countries: Austria, Brazil, Indonesia, Mexico, Norway, Peru and Philippines.

 

8


GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

COMMON STOCKS–98.0%

     
     

INFORMATION TECHNOLOGY–26.1%

   

COMMUNICATIONS EQUIPMENT–1.4%

   

Palo Alto Networks, Inc.(a)

      9,490      $ 1,671,569   
     

 

 

 

INTERNET SOFTWARE & SERVICES–7.2%

   

Alibaba Group Holding Ltd. (Sponsored ADR)(a)

      26,710        2,170,721   

Alphabet, Inc.–Class C(a)

      4,057        3,078,776   

Facebook, Inc.–Class A(a)

      20,530        2,148,670   

LinkedIn Corp.–Class A(a)

      747        168,135   

Tencent Holdings Ltd.

      71,000        1,392,001   
     

 

 

 
        8,958,303   
     

 

 

 

IT SERVICES–1.7%

     

Visa, Inc.–Class A

      27,710        2,148,911   
     

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.1%

   

ams AG

      27,900        932,657   

Avago Technologies Ltd.

      14,100        2,046,615   

NVIDIA Corp.

      57,208        1,885,576   

NXP Semiconductors NV(a)

      16,659        1,403,521   

Skyworks Solutions, Inc.

      16,020        1,230,816   
     

 

 

 
        7,499,185   
     

 

 

 

SOFTWARE–7.1%

     

Fortinet, Inc.(a)

      43,543        1,357,235   

Imperva, Inc.(a)

      25,205        1,595,729   

Mobileye NV(a)(b)

      44,840        1,895,835   

salesforce.com, Inc.(a)

      21,712        1,702,221   

ServiceNow, Inc.(a)

      15,520        1,343,411   

Verint Systems, Inc.(a)

      23,227        942,087   
     

 

 

 
        8,836,518   
     

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.6%

   

Apple, Inc.

      17,895        1,883,628   

Cray, Inc.(a)

      23,232        753,878   

Thin Film Electronics ASA(a)(b)

      1,183,690        504,628   
     

 

 

 
        3,142,134   
     

 

 

 
        32,256,620   
     

 

 

 

FINANCIALS–19.8%

     

BANKS–3.4%

     

Credicorp Ltd.

      10,310        1,003,369   

ING Groep NV

      100,920        1,365,451   

Wells Fargo & Co.

      33,700        1,831,932   
     

 

 

 
        4,200,752   
     

 

 

 

CAPITAL MARKETS–7.5%

     

Affiliated Managers Group, Inc.(a)

      7,120        1,137,491   

Azimut Holding SpA

      67,450        1,676,549   

Charles Schwab Corp. (The)

      60,850        2,003,791   
     

Flow Traders(c)

      21,445      $ 1,058,043   

Partners Group Holding AG

      2,180        784,003   

UBS Group AG(a)

      82,120        1,590,664   

WisdomTree Investments, Inc.(b)

      62,736        983,700   
     

 

 

 
        9,234,241   
     

 

 

 

CONSUMER FINANCE–1.6%

     

Gentera SAB de CV

      521,080        1,002,280   

SKS Microfinance Ltd.(a)

      134,370        1,008,025   
     

 

 

 
        2,010,305   
     

 

 

 

DIVERSIFIED FINANCIAL SERVICES–2.5%

   

Intercontinental Exchange, Inc.

      6,370        1,632,376   

London Stock Exchange Group PLC

      35,880        1,451,636   
     

 

 

 
        3,084,012   
     

 

 

 

INSURANCE–3.1%

     

AIA Group Ltd.

      404,400        2,416,322   

St James’s Place PLC

      98,490        1,459,787   
     

 

 

 
        3,876,109   
     

 

 

 

THRIFTS & MORTGAGE FINANCE–1.7%

   

Housing Development Finance Corp., Ltd.

      111,510        2,120,482   
     

 

 

 
        24,525,901   
     

 

 

 

HEALTH CARE–16.1%

     

BIOTECHNOLOGY–0.7%

     

Cepheid(a)

      24,767        904,739   
     

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–4.8%

     

Abbott Laboratories

      45,430        2,040,261   

Align Technology, Inc.(a)

      21,910        1,442,773   

Cerus Corp.(a)(b)

      119,330        754,166   

Essilor International SA

      13,767        1,715,862   
     

 

 

 
        5,953,062   
     

 

 

 

HEALTH CARE PROVIDERS & SERVICES–2.9%

   

HealthEquity, Inc.(a)

      36,412        912,849   

UnitedHealth Group, Inc.

      22,760        2,677,486   
     

 

 

 
        3,590,335   
     

 

 

 

LIFE SCIENCES TOOLS & SERVICES–2.6%

   

Illumina, Inc.(a)

      8,521        1,635,563   

Quintiles Transnational Holdings, Inc.(a)

      23,538        1,616,119   
     

 

 

 
        3,251,682   
     

 

 

 

PHARMACEUTICALS–5.1%

   

Glenmark Pharmaceuticals Ltd.

      44,120        611,479   

 

9


GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    
    
    
Company
      Shares     U.S. $ Value  
     

Perrigo Co. PLC

      5,140      $ 743,758   

Roche Holding AG

      8,780        2,433,012   

Sun Pharmaceutical Industries Ltd.

      116,100        1,434,345   

UCB SA

      11,300        1,019,972   
     

 

 

 
        6,242,566   
     

 

 

 
        19,942,384   
     

 

 

 

CONSUMER DISCRETIONARY–15.8%

   

AUTO COMPONENTS–1.9%

   

Delphi Automotive PLC

      27,950        2,396,153   
     

 

 

 

DIVERSIFIED CONSUMER SERVICES–1.2%

   

Kroton Educacional SA

      57,100        136,580   

TAL Education Group (ADR)(a)(b)

      27,780        1,290,937   
     

 

 

 
        1,427,517   
     

 

 

 

HOTELS, RESTAURANTS & LEISURE–2.2%

   

Melco Crown Entertainment Ltd. (ADR)(b)

      50,640        850,752   

Starbucks Corp.

      30,990        1,860,330   
     

 

 

 
        2,711,082   
     

 

 

 

HOUSEHOLD DURABLES–0.6%

   

Panasonic Corp.

      71,700        726,859   
     

 

 

 

INTERNET & CATALOG RETAIL–3.7%

   

Amazon.com, Inc.(a)

      1,893        1,279,460   

Netflix, Inc.(a)

      12,880        1,473,214   

Priceline Group, Inc. (The)(a)

      1,430        1,823,179   
     

 

 

 
        4,575,853   
     

 

 

 

MEDIA–1.2%

     

Naspers Ltd.–Class N

      11,030        1,507,628   
     

 

 

 

MULTILINE RETAIL–0.9%

   

Matahari Department Store Tbk PT

      841,500        1,065,283   
     

 

 

 

SPECIALTY RETAIL–1.0%

   

Fast Retailing Co., Ltd.

      3,400        1,189,358   
     

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–3.1%

   

Cie Financiere Richemont SA

      21,000        1,503,031   

NIKE, Inc.–Class B

      38,280        2,392,500   
     

 

 

 
        3,895,531   
     

 

 

 
        19,495,264   
     

 

 

 

CONSUMER STAPLES–12.3%

   

BEVERAGES–1.8%

     

Anheuser-Busch InBev SA/NV

      18,500        2,302,272   
     

 

 

 
     

FOOD & STAPLES RETAILING–1.1%

   

CVS Health Corp.

      13,920      $ 1,360,958   
     

 

 

 

FOOD PRODUCTS–6.4%

   

Dali Foods Group Co., Ltd.(a)(b)(c)

      1,430,730        812,280   

Danone SA

      18,910        1,277,814   

Mead Johnson Nutrition Co.–Class A

      20,230        1,597,159   

Nestle SA (REG)

      29,030        2,155,049   

Universal Robina Corp.

      330,351        1,303,576   

WH Group Ltd.(a)(c)

      1,329,000        737,973   
     

 

 

 
        7,883,851   
     

 

 

 

HOUSEHOLD PRODUCTS–3.0%

   

Reckitt Benckiser Group PLC

      22,600        2,091,094   

Unicharm Corp.

      80,600        1,645,987   
     

 

 

 
        3,737,081   
     

 

 

 
        15,284,162   
     

 

 

 

INDUSTRIALS–4.2%

   

AEROSPACE & DEFENSE–1.3%

   

Hexcel Corp.

      35,649        1,655,896   
     

 

 

 

COMMERCIAL SERVICES & SUPPLIES–0.6%

   

China Everbright International Ltd.

      571,000        729,393   
     

 

 

 

INDUSTRIAL CONGLOMERATES–1.2%

   

Danaher Corp.

      16,290        1,513,015   
     

 

 

 

MACHINERY–1.1%

   

Xylem, Inc./NY

      36,490        1,331,885   
     

 

 

 
        5,230,189   
     

 

 

 

MATERIALS–1.6%

     

CHEMICALS–1.6%

     

Ecolab, Inc.

      17,410        1,991,356   
     

 

 

 

UTILITIES–1.3%

     

WATER UTILITIES–1.3%

   

American Water Works Co., Inc.

      7,919        473,160   

Beijing Enterprises Water Group Ltd.(a)

      1,598,000        1,118,686   
     

 

 

 
        1,591,846   
     

 

 

 

ENERGY–0.8%

     

OIL, GAS & CONSUMABLE FUELS–0.8%

   

Concho Resources, Inc.(a)

      10,635        987,566   
     

 

 

 

Total Common Stocks
(cost $103,038,461)

        121,305,288   
     

 

 

 

 

10


 
    AB Variable Products Series Fund

 

    
    
    
Company
        Shares     U.S. $ Value  
     

WARRANTS–0.0%

     
     

INFORMATION TECHNOLOGY–0.0%

   

   

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.0%

    

   

Thin Film Electronics ASA, expiring 7/14/18(a)(d)(e)
(cost $0)

      591,845      $ –0 –^ 
     

 

 

 
          Principal
Amount
(000)
       

SHORT-TERM INVESTMENTS–1.7%

   

   

TIME DEPOSIT–1.7%

  

   

State Street Time Deposit 0.01%, 1/04/16
(cost $2,165,244)

  U.S.$          2,165        2,165,244   
     

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned–99.7%
(cost $105,203,705)

        123,470,532   
     

 

 

 
    
    
    
Company
      Shares     U.S. $ Value  
     

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–4.9%

   

INVESTMENT COMPANIES–4.9%

   

AB Exchange Reserves–Class I, 0.24%(f)(g)
(cost $6,021,511)

      6,021,511      $ 6,021,511   
     

 

 

 

TOTAL INVESTMENTS–104.6%
(cost $111,225,216)

        129,492,043   

Other assets less liabilities–(4.6)%

        (5,659,651
     

 

 

 

NET ASSETS–100.0%

      $ 123,832,392   
     

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

     CNY         26,407         USD         4,046         3/18/16       $ 52,583   

BNP Paribas SA

     USD         3,822         CAD         5,159         3/18/16         (93,300

Credit Suisse International

     CNY         9,975         USD         1,529         3/18/16         20,097   

Deutsche Bank AG

     USD         1,702         GBP         1,129         3/18/16         (37,166

Deutsche Bank AG

     USD         1,303         SEK         11,097         3/18/16         14,184   

Morgan Stanley & Co., Inc.

     BRL         2,093         USD         536         1/05/16         6,971   

Morgan Stanley & Co., Inc.

     USD         521         BRL         2,093         1/05/16         7,611   

Royal Bank of Scotland PLC

     BRL         1,213         USD         311         1/05/16         4,040   

Royal Bank of Scotland PLC

     USD         322         BRL         1,213         1/05/16         (15,489

State Street Bank & Trust Co.

     CHF         3,756         USD         3,767         3/18/16         5,761   

State Street Bank & Trust Co.

     CHF         740         USD         722         3/18/16         (18,703

State Street Bank & Trust Co.

     HKD         17,175         USD         2,217         3/18/16         (161

State Street Bank & Trust Co.

     USD         2,968         AUD         4,104         3/18/16         11,634   

State Street Bank & Trust Co.

     USD         471         EUR         434         3/18/16         1,481   

State Street Bank & Trust Co.

     USD         6,127         JPY         753,170         3/18/16         150,202   

UBS AG

     BRL         3,306         USD         883         1/05/16         47,196   

UBS AG

     USD         847         BRL         3,306         1/05/16         (11,010
                 

 

 

 
                  $   145,931   
                 

 

 

 

 

 

 

11


GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

 

^   Less than $0.50.

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $2,608,296 or 2.1% of net assets.

 

(d)   Fair valued by the Adviser.

 

(e)   Illiquid security.

 

(f)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(g)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

REG—Registered Shares

See notes to financial statements.

 

12


GLOBAL THEMATIC GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $105,203,705)

   $ 123,470,532 (a) 

Affiliated issuers (cost $6,021,511—investment of cash collateral for securities loaned)

     6,021,511   

Foreign currencies, at value (cost $353,628)

     349,428   

Unrealized appreciation on forward currency exchange contracts

     321,760   

Dividends and interest receivable

     129,886   

Receivable for capital stock sold

     14,218   
  

 

 

 

Total assets

     130,307,335   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     6,021,511   

Unrealized depreciation on forward currency exchange contracts

     175,829   

Advisory fee payable

     79,951   

Payable for capital stock redeemed

     58,142   

Distribution fee payable

     19,889   

Administrative fee payable

     12,102   

Transfer Agent fee payable

     99   

Accrued expenses

     107,420   
  

 

 

 

Total liabilities

     6,474,943   
  

 

 

 

NET ASSETS

   $ 123,832,392   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 5,658   

Additional paid-in capital

     146,003,856   

Accumulated net investment loss

     (252,663

Accumulated net realized loss on investment and foreign currency transactions

     (40,325,450

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     18,400,991   
  

 

 

 
   $ 123,832,392   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

   $   31,534,494           1,405,881         $   22.43   

B

   $ 92,297,898           4,251,910         $ 21.71   

 

 

 

(a)   Includes securities on loan with a value of $5,805,497 (see Note E).

See notes to financial statements.

 

13


GLOBAL THEMATIC GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $78,903)

   $ 1,269,178   

Affiliated issuers

     5,064   

Interest

     152   

Securities lending income

     141,771   
  

 

 

 
     1,416,165   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     981,829   

Distribution fee—Class B

     247,899   

Transfer agency—Class A

     1,541   

Transfer agency—Class B

     4,870   

Custodian

     102,681   

Audit and tax

     58,671   

Administrative

     50,998   

Printing

     49,066   

Legal

     31,019   

Directors’ fees

     21,156   

Miscellaneous

     14,436   
  

 

 

 

Total expenses

     1,564,166   
  

 

 

 

Net investment loss

     (148,001
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     5,368,295   

Foreign currency transactions

     (703,785

Net change in unrealized appreciation/depreciation of:

  

Investments

     (1,008,836

Foreign currency denominated assets and liabilities

     54,452   
  

 

 

 

Net gain on investment and foreign currency transactions

     3,710,126   
  

 

 

 

Contributions from Affiliates (see Note B)

     33,342   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 3,595,467   
  

 

 

 

 

 

See notes to financial statements.

 

14


 
GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income (loss)

   $ (148,001   $ 96,902   

Net realized gain on investment transactions and foreign currency transactions

     4,664,510        14,086,314   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (954,384     (7,842,689

Contributions from Affiliates (see Note B)

     33,342        –0 – 
  

 

 

   

 

 

 

Net increase in net assets from operations

     3,595,467        6,340,527   

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (7,377,270     (12,309,423
  

 

 

   

 

 

 

Total decrease

     (3,781,803     (5,968,896

NET ASSETS

    

Beginning of period

     127,614,195        133,583,091   
  

 

 

   

 

 

 

End of period (including distributions in excess of net investment income of ($252,663) and ($307,964), respectively)

   $ 123,832,392      $ 127,614,195   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

15


GLOBAL THEMATIC GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Global Thematic Growth Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Global Thematic Growth Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information

 

16


    AB Variable Products Series Fund

 

obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stock:

        

Information Technology

   $ 29,427,334      $ 2,829,286      $             –0 –    $ 32,256,620   

Financials

     12,551,054        11,974,847        –0 –      24,525,901   

Health Care

     12,727,714        7,214,670        –0 –      19,942,384   

Consumer Discretionary

     13,366,525        6,128,739        –0 –      19,495,264   

Consumer Staples

     3,770,397        11,513,765        –0 –      15,284,162   

Industrials

     4,500,796        729,393        –0 –      5,230,189   

Materials

     1,991,356        –0 –      –0 –      1,991,356   

Utilities

     473,160        1,118,686        –0 –      1,591,846   

Energy

     987,566        –0 –      –0 –      987,566   

Warrants

     –0 –      –0 –      –0 –^      –0 –^ 

Short-Term Investments

     –0 –      2,165,244        –0 –      2,165,244   

Investments of Cash Collateral for Securities Loaned in
Affiliated Money Market Fund

     6,021,511        –0 –      –0 –      6,021,511   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     85,817,413        43,674,630     –0 –^      129,492,043   

 

17


GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

     Level 1     Level 2     Level 3     Total  

Other Financial Instruments*:

        

Assets:

        

Forward Currency Exchange Contracts

   $ –0 –    $ 321,760      $             –0 –    $ 321,760   

Liabilities:

        

Forward Currency Exchange Contracts

     –0 –      (175,829     –0 –      (175,829
  

 

 

   

 

 

   

 

 

   

 

 

 

Total#,##

   $ 85,817,413      $ 43,820,561      $ –0 –^    $ 129,637,974   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

^   Less than $0.50.

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

+   A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

 

#   An amount of $1,847,848 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

 

##   An amount of $1,436,924 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Warrants     Total  

Balance as of 12/31/14

   $ –0 –^    $ –0 –^ 

Accrued discounts/(premiums)

     –0 –      –0 – 

Realized gain (loss)

     –0 –      –0 – 

Change in unrealized appreciation/depreciation

     –0 –^      –0 –^ 

Purchases

     –0 –      –0 – 

Sales

     –0 –      –0 – 

Transfers in to Level 3

     –0 –      –0 – 

Transfers out of Level 3

     –0 –      –0 – 
  

 

 

   

 

 

 

Balance as of 12/31/15

   $ –0 –^    $ –0 –^ 
  

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15*

   $             –0 –^    $             –0 –^ 
  

 

 

   

 

 

 

 

^   Less than $0.50.

 

*   The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due

 

18


    AB Variable Products Series Fund

 

diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

 

19


GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

During the year ended December 31, 2015, the Adviser reimbursed the Portfolio $33,342 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,998.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $103,898, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,263 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $ 59,328,806      $ 69,373,939   

U.S. government securities

     –0 –      –0 – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

 

Cost

   $ 111,317,867   
  

 

 

 

Gross unrealized appreciation

   $ 23,322,232   

Gross unrealized depreciation

     (5,148,056
  

 

 

 

Net unrealized appreciation

   $ 18,174,176   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

 

20


    AB Variable Products Series Fund

 

The principal type of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities
Location

   Fair Value    

Statement of
Assets and Liabilities
Location

   Fair Value  

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts    $ 321,760      Unrealized depreciation on forward currency exchange contracts    $ 175,829   
    

 

 

      

 

 

 

Total

       $321,760         $ 175,829   
    

 

 

      

 

 

 

 

21


GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities    $ (625,148   $ 52,516   
     

 

 

   

 

 

 

Total

      $ (625,148   $ 52,516   
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 21,640,960   

Average principal amount of sale contracts

   $ 16,289,539   

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount of
Derivatives Assets
 

OTC Derivatives:

           

Barclays Bank PLC

   $ 52,583       $ –0 –    $             –0 –    $             –0 –    $ 52,583   

Credit Suisse International

     20,097         –0 –      –0 –      –0 –      20,097   

Deutsche Bank AG

     14,184         (14,184     –0 –      –0 –      –0 – 

Morgan Stanley & Co., Inc.

     14,582         –0 –      –0 –      –0 –      14,582   

Royal Bank of Scotland PLC

     4,040         (4,040     –0 –      –0 –      –0 – 

State Street Bank & Trust Co.

     169,078         (18,864     –0 –      –0 –      150,214   

UBS AG

     47,196         (11,010     –0 –      –0 –      36,186   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 321,760       $ (48,098   $ –0 –    $ –0 –    $ 273,662
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative Liabilities
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Pledged
    Security
Collateral
Pledged
    Net Amount of
Derivatives Liabilities
 

OTC Derivatives:

           

BNP Paribas SA

   $ 93,300       $ –0 –    $ –0 –    $ –0 –    $ 93,300   

Deutsche Bank AG

     37,166         (14,184     –0 –      –0 –      22,982   

Royal Bank of Scotland PLC

     15,489         (4,040     –0 –      –0 –      11,449   

State Street Bank & Trust Co.

     18,864         (18,864     –0 –      –0 –      –0 – 

UBS AG

     11,010         (11,010     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 175,829       $ (48,098   $ –0 –    $ –0 –    $ 127,731
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives,

 

22


    AB Variable Products Series Fund

 

including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $5,805,497 and had received cash collateral which has been invested into AB Exchange Reserves of $6,021,511. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $141,771 and $5,064 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 3,995      $ 63,431      $ 61,404      $ 6,022   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    219,493        176,301        $ 5,007,537      $ 3,806,795   

Shares redeemed

    (230,239     (311,370       (5,294,797     (6,660,284
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (10,746     (135,069     $ (287,260   $ (2,853,489
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    659,569        731,986        $ 14,703,428      $ 15,358,776   

Shares redeemed

    (980,504     (1,183,248       (21,793,438     (24,814,710
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (320,935     (451,262     $ (7,090,010   $ (9,455,934
 

 

 

   

 

 

     

 

 

   

 

 

 

 

23


GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value, or NAV.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Components of Accumulated Earnings (Deficit)

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Accumulated capital and other losses

   $ (40,339,371 )(a) 

Unrealized appreciation/(depreciation)

     18,162,249 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (22,177,122
  

 

 

 

 

(a)   On December 31, 2015, the Portfolio had a net capital loss carryforward of $40,232,799. During the fiscal year, the Portfolio utilized $5,183,475 of capital loss carryforwards to offset current year net realized gains. At December 31, 2015, the Portfolio had a qualified late-year ordinary loss deferral of $106,572 which is deemed to arise on January 1, 2016.

 

(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 the realization for tax purposes of gains/losses on certain derivative instruments.

 

24


    AB Variable Products Series Fund

 

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2015, the Portfolio had a net capital loss carryforward of $40,232,799 which will expire as follows:

 

SHORT-TERM

AMOUNT

  

LONG-TERM

AMOUNT

  

EXPIRATION

$21,432,239    n/a    2016
18,800,560    n/a    2017

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications and the disallowance of a net operating loss resulted in a net decrease in accumulated net investment loss, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

25


 
GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $21.80        $20.75        $16.88        $14.87        $19.47   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .02        .06        .04        .13        .02   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .60        .99        3.88        1.88        (4.52

Contributions from Affiliates

    .01        –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .63        1.05        3.92        2.01        (4.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    –0 –      –0 –      (.05     –0 –      (.10

Tax return of capital

    –0 –      –0 –      (.00 )(b)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      –0 –      (.05     –0 –      (.10
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $22.43        $21.80        $20.75        $16.88        $14.87   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)*

    2.89     5.06     23.26     13.52     (23.23 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $31,534        $30,886        $32,195        $40,231        $42,094   

Ratio to average net assets of:

         

Expenses

    1.01     1.01     .98     .99     .94

Net investment income

    .07     .26     .22     .83     .10

Portfolio turnover rate

    47     48     96     152     163

 

 

See footnote summary on page 27.

 

26


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $21.15        $20.18        $16.42        $14.50        $18.99   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (a)

    (.04     .00 (b)      (.01     .09        (.03

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .59        .97        3.77        1.83        (4.40

Contributions from Affiliates

    .01        –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .56        .97        3.76        1.92        (4.43
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    –0 –      –0 –      (.00 )(b)      –0 –      (.06

Tax return of capital

    –0 –      –0 –      (.00 )(b)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      –0 –      (.00     –0 –      (.06
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $21.71        $21.15        $20.18        $16.42        $14.50   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)*

    2.65     4.81     22.93     13.24     (23.41 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $92,298        $96,728        $101,388        $91,864        $99,084   

Ratio to average net assets of:

         

Expenses

    1.26     1.26     1.23     1.24     1.19

Net investment income (loss)

    (.17 )%      .01     (.06 )%      .58     (.14 )% 

Portfolio turnover rate

    47     48     96     152     163

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Amount is less than $.005.

 

(c)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011 by 0.01%, 0.02%, 0.05%, 0.07% and 0.04%, respectively.

See notes to financial statements.

 

27


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Global Thematic Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Global Thematic Growth Portfolio (the “Fund”) (formerly AllianceBernstein Global Thematic Growth Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Global Thematic Growth Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

28


 
GLOBAL THEMATIC GROWTH  
PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief

Michael J. Downey(1)          Executive Officer
William H. Foulk, Jr.(1)      Garry L. Moody(1)
D. James Guzy(1)      Earl D. Weiner(1)
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

     Joseph J. Mantineo, Treasurer and
    
Chief Financial Officer
Daniel C. Roarty(2), Vice President      Phyllis J. Clarke, Controller

Emilie D. Wrapp, Secretary

     Vincent S. Noto, Chief Compliance Officer
    
CUSTODIAN and ACCOUNTING AGENT      LEGAL COUNSEL
State Street Bank and Trust Company      Seward & Kissel LLP
State Street Corporation CCB/5      One Battery Park Plaza

1 Iron Street

     New York, NY 10004
Boston, MA 02210     
    
DISTRIBUTOR      TRANSFER AGENT
AllianceBernstein Investments, Inc.      AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas      P.O. Box 786003
New York, NY 10105      San Antonio, TX 78278-6003
     Toll-Free 1-(800) 221-5672
    
INDEPENDENT REGISTERED PUBLIC     
ACCOUNTING FIRM     
Ernst & Young LLP     
5 Times Square     
New York, NY 10036     

 

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Global Growth and Thematic Investment Team. Mr. Roarty is the investment professional with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

29


 
GLOBAL THEMATIC GROWTH PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

INTERESTED DIRECTOR    
     

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None
     
DISINTERESTED DIRECTORS    
     

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(1992)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.     110      None
     

 

30


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   
     

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

William H. Foulk, Jr., ##

83

(1990)

  Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
     

D. James Guzy, ##

79

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
     

Nancy P. Jacklin, ##

67

(2006)

  Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None

 

31


GLOBAL THEMATIC GROWTH PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS

CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
   
     

Garry L. Moody, ##

63

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.     110      None
     

Earl D. Weiner, ##

76

(2007)

  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to this position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

32


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS,*

AGE

     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief
Executive Officer
     See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Daniel C. Roarty
44
     Vice President
     Senior Vice President of the Adviser,** with which he has been associated since May 2011, and Chief Investment Officer, Global Growth and Thematic Team since 2013. Prior thereto, he was in research and portfolio management with Nuveen Investments since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         
Vincent S. Noto
51
     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the Fund.

 

   The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

33


GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Global Thematic Growth Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category      Advisory Fee Based on % of
Average Daily Net Assets
  Net Assets
03/31/15
($MIL)

Global Thematic

Growth Portfolio

  Specialty
    

0.75% on 1st $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

  $135.9

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,204 (0.036% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

34


    AB Variable Products Series Fund

 

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year  

Global Thematic Growth Portfolio

  Class A    1.01%     December 31   
  Class B    1.26%  

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
     AB Institutional
Fee Schedule
   Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Global Thematic Growth Portfolio

   $ 135.9       Global Thematic Research Schedule      0.547      0.750
      0.80% on 1st $25m      
      0.60% on next $25m      
      0.50% on next $50m      
      0.40% on the balance      
      Minimum account size $25m      

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

35


GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)   AB Variable Products Series Fund

 

The Adviser also manages AB Global Thematic Growth Fund, Inc. (“Global Thematic Growth Fund, Inc.), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Global Thematic Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio    AB Mutual Fund    Fee Schedule    ABMF
Effective
Fee
     Portfolio
Advisory
Fee
 

Global Thematic Growth Portfolio

   Global Thematic
Growth Fund,
Inc.
7
  

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

    
0.750

    
0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for Thematic Research Growth Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

 

Portfolio    Fee8  

Thematic Research Growth Portfolio

  

Class A

     1.70

Class I (Institutional)

     0.90

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.9 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The advisory fees of AB Global Thematic Growth Fund, Inc. are based on the mutual fund’s net assets at the end of each quarter and are paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fees are based on the Portfolio’s average daily net assets and are paid on a monthly basis.

 

8   Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

 

9   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.”Jones v. Harris at 1429.

 

10   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

11   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

36


    AB Variable Products Series Fund

 

also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.12

 

Portfolio    Contractual
Management
Fee (%)13
     Lipper
EG
Median (%)
     Lipper
EG
Rank
 

Global Thematic Growth Portfolio14

     0.750         0.750         4/9   

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.

 

Portfolio    Expense
Ratio  (%)15
     Lipper
EG
Median (%)
     Lipper
EG
Rank
     Lipper
EU
Median (%)
     Lipper
EU
Rank
 

Global Thematic Growth Portfolio16

     1.007         0.862         8/9         0.869         12/14   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25% . During the fiscal year ended December 31, 2014, ABI received $252,112 in Rule 12b-1 fees.

 

12   Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

13   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

14   The Portfolio’s EG includes the Portfolio, four other variable insurance product (“VIP”) Global Multi-Cap Growth (“GMLG”) funds and four VIP Global Multi-Cap Core (“GMLC”) funds.

 

15   Most recently completed fiscal year end Class A total expense ratio.

 

16   Portfolio’s EU includes the Portfolio, EG and all other VIP GMLG and VIP GMLC funds, excluding outliers.

 

37


GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)   AB Variable Products Series Fund

 

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $515,183 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.17

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.20 The independent consultant then

 

17   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

18   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

19   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

20   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

38


    AB Variable Products Series Fund

 

discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio21 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)22 for the periods ended February 28, 2015.23

 

     Portfolio
(%)
    PG
Median (%)
    PU
Median (%)
    PG
Rank
    PU
Rank
 

Global Thematic Growth Portfolio24

         

1 year

    6.13        6.13        7.57        3/5        8/11   

3 year

    9.94        10.97        12.17        5/5        10/10   

5 year

    8.15        8.72        11.70        5/5        10/10   

10 year

    5.24        6.24        7.34        5/5        9/10   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)26 versus its benchmarks.27 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.28

 

      Periods Ending February 28, 2015
Annualized Performance
 
     

1
Year

(%)

    

3
Year

(%)

    

5
Year

(%)

    

10
Year

(%)

    

Since
Inception

(%)

     Annualized     

Risk
Period

(Year)

 
                  Volatility
(%)
     Sharpe
(%)
    

Global Thematic Growth Portfolio24

     6.13         9.94         8.15         5.24         5.39         18.45         0.51         5   

MSCI AC World Index

     7.55         11.57         10.71         6.37         N/A         14.46         0.77         5   

MSCI World (Net) Index25

     7.87         13.26         11.69         6.35         6.52         N/A         N/A         N/A   

Inception Date: January 11, 1996

                       

 

21   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

22   The Portfolio’s PG/PU are not be identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund from a PG/PU is somewhat different from that of an EG/EU.

 

23   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

24   The Portfolio’s Lipper classification changed in 2009 from VA Science/Technology Funds to VA Global Growth as a result of changes to the Portfolio’s strategy. Consequently, for the 10 year period, the Portfolio’s performance is being compared to funds that did not have the same Lipper investment category/objective during the entirety of that period. See footnote 23 for information regarding Lipper classification changes.

 

25   Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

 

26   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

27   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

28   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

39


GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

40


 

 

 

 

VPS-GTG-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
GROWTH PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a domestic portfolio of equity securities of companies selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential within various market sectors. The Adviser looks for companies that have experienced management teams, strong market positions, and the potential to deliver greater-than-expected earnings growth rates.

In managing the Portfolio, the Adviser allocates investments among broad sector groups and selects specific investments based on the fundamental company research conducted by the Adviser’s internal research staff, assessing the current and forecasted investment opportunities and conditions, as well as diversification and risk considerations. The Adviser’s research focus is on companies with high sustainable growth prospects, high or improving return on invested capital, transparent business models, and clear competitive advantages.

The Portfolio has the flexibility to invest across the capitalization spectrum. The Portfolio is designed for those seeking exposure to companies of various sizes, and typically has substantial investments in both large-capitalization companies and mid-capitalization companies, and may also invest in small-capitalization companies.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 3000 Growth Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmark during the annual period. Stock selection in the technology and consumer-discretionary sectors drove relative returns. Underweight positions in the materials and industrials sectors also positively contributed to returns. Stock selection in the industrials and financials sectors detracted from performance.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Throughout 2015, investors grappled with conflicting market forces including concerns about China’s growth, the falling price of oil and other commodities, and continued monetary easing in Europe and Japan, although equity markets recovered modestly in the fourth quarter. Volatility eased somewhat after a sharp third-quarter correction and investors were cautiously optimistic about the US economy’s modest growth. Unemployment data was low at 5.0% and showed improvement in several important areas, such as consumer spending, business investment and the housing sector. In December, initial relief over the US Federal Reserve’s long-anticipated move gave way to concern over the pace of future interest rate hikes. Interest rates are still extremely low in historical perspective, and the recovery remains moderate, with US gross domestic product growth averaging 2.2% through the first three quarters of 2015.

The Growth Investment Team (the “Team”) continues to select companies that are likely to be rewarded for offering high profitability, attractive reinvestment opportunities and sustainable competitive advantages. The Team believes that this strategy may be beneficial in today’s environment which offers lower growth and that this environment still appears favorable for stock pickers, as investors increasingly reward companies for their fundamental strengths.

 

1


 
GROWTH PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged Russell 3000® Growth Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 3000 Growth Index represents the performance of 3,000 growth companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
GROWTH PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARKS    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Growth Portfolio Class A

     9.06%           13.80%           6.53%   

Growth Portfolio Class B

     8.82%           13.52%           6.27%   

Russell 3000 Growth Index

     5.09%           13.30%           8.49%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.06%.

       

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 1.08% and 1.33% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in the Growth Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
GROWTH PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $   1,000       $   1,023.50       $   5.66         1.11

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,019.61       $ 5.65         1.11
           

Class B

           

Actual

   $ 1,000       $ 1,022.50       $ 6.93         1.36

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,018.35       $ 6.92         1.36

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


GROWTH PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Alphabet, Inc.—Class A & Class C

   $ 4,124,944           5.9

Apple, Inc.

     3,553,051           5.0   

Facebook, Inc.—Class A

     3,303,802           4.7   

Visa, Inc.—Class A

     3,117,510           4.4   

Biogen, Inc.

     2,476,533           3.5   

UnitedHealth Group, Inc.

     2,432,560           3.4   

CVS Health Corp.

     2,299,550           3.3   

Home Depot, Inc. (The)

     2,298,373           3.3   

NIKE, Inc.—Class B

     2,059,500           2.9   

Starbucks Corp.

     1,952,776           2.8   
    

 

 

      

 

 

 
     $   27,618,599           39.2

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Information Technology

   $ 25,042,932           35.5

Consumer Discretionary

     16,664,612           23.6   

Health Care

     12,713,191           18.0   

Consumer Staples

     6,736,694           9.5   

Industrials

     5,154,475           7.3   

Financials

     1,036,580           1.5   

Telecommunication Services

     954,018           1.3   

Short-Term Investments

     2,315,171           3.3   
    

 

 

      

 

 

 

Total Investments

   $   70,617,673           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–97.0%

   
   

INFORMATION TECHNOLOGY–35.5%

   

COMMUNICATIONS EQUIPMENT–0.6%

   

F5 Networks, Inc.(a)

    4,319      $ 418,770   
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%

   

Amphenol Corp.–Class A

    9,834        513,630   
   

 

 

 

INTERNET SOFTWARE & SERVICES–11.8%

   

Alphabet, Inc.–Class A(a)

    1,649        1,282,938   

Alphabet, Inc.–Class C(a)

    3,745        2,842,006   

CoStar Group, Inc.(a)

    1,390        287,299   

Facebook, Inc.–Class A(a)

    31,567        3,303,802   

Twitter, Inc.(a)

    26,870        621,772   
   

 

 

 
      8,337,817   
   

 

 

 

IT SERVICES–6.9%

   

Cognizant Technology Solutions Corp.–Class A(a)

    16,410        984,928   

Vantiv, Inc.–Class A(a)

    15,280        724,578   

Visa, Inc.–Class A

    40,200        3,117,510   
   

 

 

 
      4,827,016   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%

   

NVIDIA Corp.

    33,760        1,112,730   
   

 

 

 

SOFTWARE–8.9%

   

Adobe Systems, Inc.(a)

    9,990        938,460   

ANSYS, Inc.(a)

    7,026        649,905   

Aspen Technology, Inc.(a)

    14,780        558,093   

HubSpot, Inc.(a)

    5,200        292,812   

Microsoft Corp.

    21,266        1,179,838   

Mobileye NV(a)(b)

    9,850        416,458   

NetSuite, Inc.(a)(b)

    5,300        448,486   

ServiceNow, Inc.(a)

    8,557        740,694   

Tableau Software, Inc.–Class A(a)

    6,746        635,608   

Ultimate Software Group, Inc. (The)(a)

    2,146        419,564   
   

 

 

 
      6,279,918   
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–5.0%

   

Apple, Inc.

    33,755        3,553,051   
   

 

 

 
      25,042,932   
   

 

 

 

CONSUMER DISCRETIONARY–23.7%

   

HOTELS, RESTAURANTS & LEISURE–3.5%

   

Planet Fitness, Inc.(a)

    13,540        211,630   

Starbucks Corp.

    32,530        1,952,776   

Wyndham Worldwide Corp.

    4,320        313,848   
   

 

 

 
      2,478,254   
   

 

 

 
   

INTERNET & CATALOG RETAIL–2.2%

   

Priceline Group, Inc. (The)(a)

    1,207      $ 1,538,865   
   

 

 

 

MEDIA–6.4%

   

AMC Networks, Inc.–Class A(a)

    11,717        875,025   

Comcast Corp.–Class A

    33,565        1,894,073   

Walt Disney Co. (The)

    16,698        1,754,626   
   

 

 

 
      4,523,724   
   

 

 

 

MULTILINE RETAIL–1.4%

   

Dollar Tree, Inc.(a)

    12,840        991,505   
   

 

 

 

SPECIALTY RETAIL–7.2%

   

Five Below, Inc.(a)(b)

    27,699        889,138   

Home Depot, Inc. (The)

    17,379        2,298,373   

O’Reilly Automotive, Inc.(a)

    1,716        434,868   

Tractor Supply Co.

    6,530        558,315   

Ulta Salon Cosmetics & Fragrance, Inc.(a)

    4,822        892,070   
   

 

 

 
      5,072,764   
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–3.0%

   

NIKE, Inc.–Class B

    32,952        2,059,500   
   

 

 

 
      16,664,612   
   

 

 

 

HEALTH CARE–18.0%

   

BIOTECHNOLOGY–7.5%

   

Alexion Pharmaceuticals, Inc.(a)

    7,270        1,386,753   

Biogen, Inc.(a)

    8,084        2,476,533   

Gilead Sciences, Inc.

    14,090        1,425,767   
   

 

 

 
      5,289,053   
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–4.9%

   

Align Technology, Inc.(a)

    10,163        669,233   

Edwards Lifesciences Corp.(a)

    10,920        862,462   

Intuitive Surgical, Inc.(a)

    3,460        1,889,714   
   

 

 

 
      3,421,409   
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–4.5%

   

Premier, Inc.–Class A(a)

    21,577        761,021   

UnitedHealth Group, Inc.

    20,678        2,432,560   
   

 

 

 
      3,193,581   
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–0.7%

   

Illumina, Inc.(a)

    2,660        510,573   
   

 

 

 

PHARMACEUTICALS–0.4%

   

Intersect ENT, Inc.(a)

    13,270        298,575   
   

 

 

 
      12,713,191   
   

 

 

 

CONSUMER STAPLES–9.6%

   

BEVERAGES–1.7%

   

Monster Beverage Corp.(a)

    7,983        1,189,148   
   

 

 

 

FOOD & STAPLES RETAILING–6.0%

   

Costco Wholesale Corp.

    12,005        1,938,808   

CVS Health Corp.

    23,520        2,299,550   
   

 

 

 
      4,238,358   
   

 

 

 

 

6


 
 
    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

PERSONAL PRODUCTS–1.9%

   

Estee Lauder Cos., Inc. (The)–Class A

    14,867      $ 1,309,188   
   

 

 

 
      6,736,694   
   

 

 

 

INDUSTRIALS–7.3%

   

AEROSPACE & DEFENSE–0.9%

   

Rockwell Collins, Inc.

    7,200        664,560   
   

 

 

 

AIRLINES–0.7%

   

Spirit Airlines, Inc.(a)

    12,510        498,524   
   

 

 

 

ELECTRICAL EQUIPMENT–1.5%

   

Acuity Brands, Inc.

    3,070        717,766   

AMETEK, Inc.

    7,050        377,809   
   

 

 

 
      1,095,575   
   

 

 

 

INDUSTRIAL CONGLOMERATES–1.9%

   

Danaher Corp.

    14,326        1,330,599   
   

 

 

 

MACHINERY–0.3%

   

Middleby Corp. (The)(a)

    2,010        216,819   
   

 

 

 

PROFESSIONAL SERVICES–1.3%

   

Robert Half International, Inc.

    18,780        885,289   
   

 

 

 

ROAD & RAIL–0.7%

   

Old Dominion Freight Line, Inc.(a)

    7,840        463,109   
   

 

 

 
      5,154,475   
   

 

 

 

FINANCIALS–1.5%

   

CAPITAL MARKETS–1.5%

   

Affiliated Managers Group, Inc.(a)

    3,101        495,416   

Virtu Financial, Inc.–Class A

    23,903        541,164   
   

 

 

 
      1,036,580   
   

 

 

 

TELECOMMUNICATION SERVICES–1.4%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–1.4%

   

Level 3 Communications, Inc.(a)

    17,550        954,018   
   

 

 

 

Total Common Stocks
(cost $50,845,937)

      68,302,502   
   

 

 

 
   

SHORT-TERM INVESTMENTS–3.3%

   

TIME DEPOSIT–3.3%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $2,315,171)

  $     2,315      $ 2,315,171   
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.3%
(cost $53,161,108)

      70,617,673   
   

 

 

 
    Shares        

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.5%

   

INVESTMENT COMPANIES–1.5%

   

AB Exchange Reserves–
Class I, 0.24%(c)(d)
(cost $1,064,901)

    1,064,901        1,064,901   
   

 

 

 

TOTAL INVESTMENTS–101.8%
(cost $54,226,009)

      71,682,574   

Other assets less
liabilities–(1.8)%

      (1,239,859
   

 

 

 

NET ASSETS–100.0%

    $ 70,442,715   
   

 

 

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

See notes to financial statements.

 

7


GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Investments in securities, at value (cost $53,161,108)

   $ 70,617,673 (a) 

Affiliated issuers (cost $1,064,901—investment of cash collateral for securities loaned)

     1,064,901   

Foreign currencies, at value (cost $15,784)

     13,068   

Dividends and interest receivable

     20,923   

Receivable for capital stock sold

     1,251   
  

 

 

 

Total assets

     71,717,816   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     1,064,901   

Advisory fee payable

     45,278   

Payable for capital stock redeemed

     42,170   

Payable for investment securities purchased

     31,488   

Administrative fee payable

     12,102   

Distribution fee payable

     9,297   

Transfer Agent fee payable

     99   

Accrued expenses

     69,766   
  

 

 

 

Total liabilities

     1,275,101   
  

 

 

 

NET ASSETS

   $ 70,442,715   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 2,332   

Additional paid-in capital

     45,290,960   

Accumulated net realized gain on investment and foreign currency transactions

     7,695,574   

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     17,453,849   
  

 

 

 
   $ 70,442,715   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
      

Net Asset

Value

 

A

   $ 27,059,570           871,414         $ 31.05   

B

   $   43,383,145           1,460,743         $   29.70   

 

 

 

(a)   Includes securities on loan with a value of $1,039,618 (see Note E).

See notes to financial statements.

 

8


GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 620,014   

Affiliated issuers

     832   

Interest

     232   

Securities lending income

     8,233   
  

 

 

 
     629,311   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     549,437   

Distribution fee—Class B

     113,273   

Transfer agency—Class A

     1,762   

Transfer agency—Class B

     2,867   

Custodian

     75,801   

Administrative

     50,998   

Audit and tax

     39,379   

Legal

     28,953   

Printing

     25,844   

Directors’ fees

     21,160   

Miscellaneous

     5,687   
  

 

 

 

Total expenses

     915,161   
  

 

 

 

Net investment loss

     (285,850
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain on investment transactions

     8,045,915   

Net change in unrealized appreciation/depreciation of:

  

Investments

     (1,470,820

Foreign currency denominated assets and liabilities

     (1,482
  

 

 

 

Net gain on investment and foreign currency transactions

     6,573,613   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 6,287,763   
  

 

 

 

 

 

 

See notes to financial statements.

 

9


 
GROWTH PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment loss

   $ (285,850   $ (323,751

Net realized gain on investment transactions and foreign currency transactions

     8,045,915        13,446,321   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (1,472,302     (4,227,863
  

 

 

   

 

 

 

Net increase in net assets from operations

     6,287,763        8,894,707   

DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net realized gain on investment transactions

    

Class A

     (4,892,406     (509,297

Class B

     (8,198,796     (892,754

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     2,774,676        (13,664,434
  

 

 

   

 

 

 

Total decrease

     (4,028,763     (6,171,778

NET ASSETS

    

Beginning of period

     74,471,478        80,643,256   
  

 

 

   

 

 

 

End of period (including accumulated net investment loss of ($0) and ($0), respectively)

   $ 70,442,715      $ 74,471,478   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

10


GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Growth Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

11


GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stocks*

   $ 68,302,502      $ –0 –    $ –0 –    $ 68,302,502   

Short-Term Investments

     –0 –      2,315,171        –0 –      2,315,171   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     1,064,901        –0 –      –0 –      1,064,901   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     69,367,403        2,315,171        –0 –      71,682,574   

Other Financial Instruments**

     –0 –      –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 69,367,403      $ 2,315,171      $             –0 –    $ 71,682,574   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

12


    AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

13


GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,998.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $29,080, of which $70 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $ 35,950,562       $ 45,849,891   

U.S. government securities

     –0 –       –0 – 

 

14


    AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

 

Cost

   $ 54,272,692   
  

 

 

 

Gross unrealized appreciation

   $ 18,473,192   

Gross unrealized depreciation

     (1,063,310
  

 

 

 

Net unrealized appreciation

   $ 17,409,882   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $1,039,618 and had received cash collateral which has been invested into AB Exchange Reserves of $1,064,901. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $8,233 and $832 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 0      $ 15,658      $ 14,593      $ 1,065   

 

15


GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December  31,

2014
        Year Ended
December 31,
2015
    Year Ended
December  31,

2014
 

Class A

         

Shares sold

    82,273        34,805        $ 2,900,736      $ 1,126,131   

Shares issued in reinvestment of distributions

    158,074        16,081          4,892,406        509,297   

Shares redeemed

    (185,439     (157,609       (6,409,176     (4,981,102
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    54,908        (106,723     $ 1,383,966      $ (3,345,674
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    63,838        40,907        $ 2,088,138      $ 1,287,032   

Shares issued in reinvestment of distributions

    276,706        29,147          8,198,796        892,754   

Shares redeemed

    (270,982     (407,404       (8,896,224     (12,498,546
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    69,562        (337,350     $ 1,390,710      $ (10,318,760
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H : Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I : Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 542,864         $ –0 – 

Net long-term capital gains

       12,548,338           1,402,051   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 13,091,202         $ 1,402,051   
    

 

 

      

 

 

 

 

16


    AB Variable Products Series Fund

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed capital gains

   $ 7,775,008   

Accumulated capital and other losses

     (32,750 )(a) 

Unrealized appreciation/(depreciation)

     17,407,166 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 25,149,424   
  

 

 

 

 

(a)   At December 31, 2015, the Portfolio had a post-October short-term capital loss deferral of $32,750, which is deemed to arise on January 1, 2016.

 

(b)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of a net operating loss to offset short term capital gains resulted in a net decrease in accumulated net investment loss and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

17


 
GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $34.47        $31.03        $23.22        $20.40        $20.15   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (a)

    (.08     (.09     (.03     .06        .03   

Net realized and unrealized gain on investment and foreign currency transactions

    3.18        4.15        7.92        2.77        .22   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    3.10        4.06        7.89        2.83        .25   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    –0 –      –0 –      (.08     (.01     –0 – 

Distributions from net realized gain on investment transactions

    (6.52     (.62     –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (6.52     (.62     (.08     (.01     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $31.05        $34.47        $31.03        $23.22        $20.40   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)*

    9.06     13.28     34.01     13.89     1.24
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $27,060        $28,141        $28,650        $25,220        $30,833   

Ratio to average net assets of:

         

Expenses

    1.09     1.08     1.06     1.06     1.00

Net investment income (loss)

    (.24 )%      (.28 )%      (.10 )%      .27     .17

Portfolio turnover rate

    51     66     63     83     97

 

 

See footnote summary on page 19.

 

18


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $33.30        $30.08        $22.50        $19.81        $19.62   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (a)

    (.16     (.16     (.09     .01        (.02

Net realized and unrealized gain on investment and foreign currency transactions

    3.08        4.00        7.68        2.68        .21   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    2.92        3.84        7.59        2.69        .19   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    –0 –      –0 –      (.01     –0 –      –0 – 

Distributions from net realized gain on investment transactions

    (6.52     (.62     –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (6.52     (.62     (.01     –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $29.70        $33.30        $30.08        $22.50        $19.81   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)*

    8.82     12.96     33.72     13.58     .97
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $43,383        $46,330        $51,993        $46,948        $51,114   

Ratio to average net assets of:

         

Expenses

    1.34     1.33     1.31     1.31     1.25

Net investment income (loss)

    (.49 )%      (.52 )%      (.35 )%      .03     (.08 )% 

Portfolio turnover rate

    51     66     63     83     97

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011 by 0.06%, 0.03%, 0.06%, 0.28% and 0.07%, respectively.

See notes to financial statements.

 

19


 
REPORT OF INDEPENDENT REGISTERED  
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Growth Portfolio (the “Fund”) (formerly AllianceBernstein Growth Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Growth Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

20


   
   
2015 FEDERAL TAX INFORMATION (unaudited)       AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 99.12% of dividends paid qualify for the dividends received deduction.

 

21


 
 
GROWTH PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

William H. Foulk, Jr.(1)      Garry L. Moody(1)
D. James Guzy(1)      Earl D. Weiner(1)
    
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

    

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Bruce K. Aronow(2), Vice President

    

Frank V. Caruso(2), Vice President

    

Vincent S. Noto, Chief Compliance Officer

John H. Fogarty(2), Vice President     

Emilie D. Wrapp, Secretary

    
    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5
1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza
New York, NY 10004

    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Growth Investment Team. Messrs. Aronow, Caruso and Fogarty are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

22


 
GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

INTERESTED DIRECTOR    
     

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None
     
DISINTERESTED DIRECTORS    
     

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership experience and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(1992)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.     110      None

 

23


GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
     

Michael J. Downey, ##

72

(2005)

  Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
     

William H. Foulk, Jr., ##

83

(1990)

  Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
     

D. James Guzy, ##

79

(2005)

  Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None

 

24


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
   

OTHER

PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
     

Nancy P. Jacklin, ##

67

(2006)

  Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None
     

Garry L. Moody, ##

63

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     110      None
     

Earl D. Weiner, ##

76

(2007)

  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

25


GROWTH PORTFOLIO

 

MANAGEMENT OF THE FUND

 

(continued)

  AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
Robert M. Keith
55
     President and Chief
Executive Officer
     See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Bruce K. Aronow
49
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Frank V. Caruso

59

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

John H. Fogarty

46

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

26


 
GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Growth Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category  

Advisory Fee Based on % of

Average Daily Net Assets

 

Net Assets

3/31/15

($MIL)

Growth Portfolio

  Growth  

0.75% on 1st $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

  $76.4

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,203 (0.065% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

27


GROWTH PORTFOLIO

 

SENIOR OFFICER FEE EVALUATION

 

(continued)

  AB Variable Products Series Fund

 

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year  

Growth Portfolio

  Class A     1.08%     December 31   
  Class B     1.33%  

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
    

AB Institutional

Fee Schedule

   Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Growth Portfolio

   $ 76.4       U.S. Growth Schedule      0.564      0.750
      0.80% on 1st $25m      
      0.50% on next $25m      
      0.40% on next $50m      
      0.30% on next $100m      
      0.25% on the balance      
      Minimum account size $25m      

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

28


    AB Variable Products Series Fund

 

The Adviser also manages The AB Portfolios—Growth Fund (“Growth Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio    AB Mutual
Fund
     Fee Schedule    ABMF
Effective
Fee
     Portfolio
Advisory
Fee
 

Growth Portfolio

     Growth Fund       0.75% on first $2.5 billion      0.750      0.750
      0.65% on next $2.5 billion      
      0.60% on the balance      

The AB Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

 

Portfolio      ITM Mutual Fund      Fee

Growth Portfolio

     AB U.S. Growth Stock Fund A,
B- Hedged/Unhedged
     0.75%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.7 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)10
       Lipper
EG Median (%)
       Lipper
EG
Rank
 

Growth Portfolio

     0.750           0.750           4/13   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.”Jones v. Harris at 1429.

 

8   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

9   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

10   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

29


GROWTH PORTFOLIO

 

SENIOR OFFICER FEE EVALUATION

 

(continued)

  AB Variable Products Series Fund

 

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.11

 

Portfolio    Expense
Ratio
(%)12
    

Lipper

EG

Median (%)

     Lipper
EG
Rank
    

Lipper

EU
Median (%)

     Lipper
EU
Rank
 

Growth Portfolio

     1.078         0.847         13/13         0.790         64/65   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $118,441 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $243,042 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

 

11   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

12   Most recently completed fiscal year end Class A total expense ratio.

 

30


    AB Variable Products Series Fund

 

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.13

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.16 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

 

13   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

14   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

15   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

16   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

31


GROWTH PORTFOLIO

 

SENIOR OFFICER FEE EVALUATION

 

(continued)

  AB Variable Products Series Fund

 

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio17 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)18 for the periods ended February 28, 2015.19

 

      Portfolio (%)        PG
Median (%)
       PU
Median (%)
       PG
Rank
       PU
Rank
 

Growth Portfolio

                      

1 year

     16.51           11.60           13.07           1/13           15/83   

3 year

     17.98           17.83           17.55           6/13           36/83   

5 year

     16.67           16.45           15.92           6/12           26/74   

10 year

     7.72           9.18           8.70           9/10           49/65   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)20 versus its benchmarks.21 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.22

 

    

Periods Ending February 28, 2015

Annualized Performance

 
    

1

Year
(%)

   

3

Year
(%)

   

5

Year
(%)

   

10

Year
(%)

   

Since

Inception
(%)

    Annualized     

Risk

Period
(Year)

 
            Volatility
(%)
    Sharpe
(%)
    

Growth Portfolio

    16.51        17.98        16.67        7.72        9.09        16.11        0.45         10   

Russell 3000 Growth

                

Index23

    15.51        18.03        17.27        9.29        9.00        N/A        N/A         N/A   

Russell 1000 Growth

                

Index

    16.24        18.05        17.21        9.28        8.99        15.03        0.56         10   

Inception Date: September 15, 1994

  

            

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

 

17   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

18   The Portfolio’s PG is not identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

19   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

20   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

21   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

22   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

23   On April 1, 2013, the Portfolio’s benchmark changed from the Russell 1000 Growth Index to the Russell 3000 Growth Index to more closely reflect the Portfolio’s investments and performance.

 

32


 

 

 

 

VPS-GTH-0151-1215

 


 

 

 

DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

GROWTH & INCOME PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
GROWTH & INCOME PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Growth & Income Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in the equity securities of US companies that AllianceBernstein L.P. (the “Adviser”) believes are undervalued, focusing on dividend-paying securities. The Adviser believes that, over time, a company’s stock price will come to reflect its intrinsic economic value. The Portfolio may invest in companies of any size and in any industry.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Value Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmark during the annual period. Security selection was responsible for much of the relative outperformance, primarily due to strong performance by the Portfolio’s technology, health care and energy holdings. An underweight in the energy sector also contributed positively to performance. Stock selection in the consumer discretionary and industrials sectors mitigated some of the gains. An overweight exposure to the consumer-discretionary sector also detracted.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Throughout 2015, investors grappled with conflicting market forces including concerns about China’s growth, the falling price of oil and other commodities and continued monetary easing in Europe and Japan. Equity markets recovered modestly in the fourth quarter but still ended the year in negative territory. Volatility eased somewhat after a sharp third-quarter correction and investors were cautiously optimistic about the US economy’s modest growth. Unemployment was low at 5.0% and reported data showed improvement in several important areas, such as consumer spending, business investment and the housing sector. In December, initial relief over the US Federal Reserve’s long-anticipated move gave way to concern over the pace of future interest rate hikes. Interest rates are still extremely low in historical perspective, and the recovery remains moderate, with US gross domestic product growth averaging 2.2% through the first three quarters of 2015.

The Relative Value Investment Team (the “Team”) follows a bottom-up stock picking methodology that seeks to identify companies consistent with the Team’s philosophy of relative-value investing: pursue attractively valued, well-managed companies that deploy capital wisely, giving them capacity to pay dividends and enhance the value of company shares over the long term. The Portfolio is conservatively positioned amid the current uncertainty in the global macro environment.

 

1


 
GROWTH & INCOME PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged Russell 1000® Value Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Value Index represents the performance of 1,000 large-cap value companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Industry/Sector Risk: Investments in a particular industry or group of related industries may have more risk because market or economic factors affecting that industry could have a significant effect on the value of the Portfolio’s investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
GROWTH & INCOME PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

            
THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Growth & Income Portfolio Class A

     1.70%           13.44%           6.52%   

Growth & Income Portfolio Class B

     1.43%           13.16%           6.24%   

Russell 1000 Value Index

     -3.83%           11.27%           6.16%   

*    Average annual returns.

 

       

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.14%.

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.60% and 0.85% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GROWTH & INCOME PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in the Growth & Income Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
GROWTH & INCOME PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $ 1,000       $ 1,012.00       $ 3.04         0.60

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,022.18       $ 3.06         0.60
           

Class B

           

Actual

   $ 1,000       $ 1,010.50       $ 4.31         0.85

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,020.92       $   4.33         0.85

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


GROWTH & INCOME PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Wells Fargo & Co.

   $ 36,452,185           4.6

JPMorgan Chase & Co.

     36,208,871           4.5   

Pfizer, Inc.

     34,986,032           4.4   

ACE Ltd.

     30,877,612           3.9   

Exxon Mobil Corp.

     25,714,146           3.2   

CVS Health Corp.

     24,154,176           3.0   

Verizon Communications, Inc.

     23,668,107           3.0   

Interpublic Group of Cos., Inc. (The)

     22,137,185           2.8   

Biogen, Inc.

     21,858,073           2.7   

UnitedHealth Group, Inc.

     21,312,839           2.7   
    

 

 

      

 

 

 
     $   277,369,226           34.8

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Financials

   $ 185,598,214           23.2

Health Care

     152,983,255           19.2   

Information Technology

     116,616,614           14.6   

Consumer Discretionary

     92,778,788           11.6   

Industrials

     74,391,238           9.3   

Energy

     65,331,126           8.2   

Consumer Staples

     30,551,055           3.8   

Telecommunication Services

     23,668,107           3.0   

Materials

     6,159,469           0.8   

Short-Term Investments

     49,977,171           6.3   
    

 

 

      

 

 

 

Total Investments

   $   798,055,037           100.0

 

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


GROWTH AND INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–93.8%

   

FINANCIALS–23.3%

   

BANKS–9.1%

   

JPMorgan Chase & Co.

    548,370      $ 36,208,871   

Wells Fargo & Co.

    670,570        36,452,185   
   

 

 

 
      72,661,056   
   

 

 

 

CAPITAL MARKETS–2.6%

   

Goldman Sachs Group, Inc. (The)

    67,840        12,226,803   

Virtu Financial, Inc.–Class A

    390,048        8,830,687   
   

 

 

 
      21,057,490   
   

 

 

 

CONSUMER
FINANCE–1.5%

   

Capital One Financial Corp.

    169,940        12,266,269   
   

 

 

 

DIVERSIFIED FINANCIAL SERVICES–1.9%

   

Berkshire Hathaway, Inc.–Class B(a)

    111,202        14,683,112   
   

 

 

 

INSURANCE–8.2%

   

ACE Ltd.

    264,250        30,877,612   

Allstate Corp. (The)

    331,350        20,573,522   

Hartford Financial Services Group, Inc. (The)

    142,300        6,184,358   

Validus Holdings Ltd.

    157,589        7,294,795   
   

 

 

 
      64,930,287   
   

 

 

 
      185,598,214   
   

 

 

 

HEALTH CARE–19.2%

   

BIOTECHNOLOGY–5.7%

   

Amgen, Inc.

    28,490        4,624,782   

Biogen, Inc.(a)

    71,350        21,858,073   

Gilead Sciences, Inc.

    185,260        18,746,459   
   

 

 

 
      45,229,314   
   

 

 

 

HEALTH CARE EQUIPMENT &
SUPPLIES–1.8%

   

Medtronic PLC

    72,375        5,567,085   

Stryker Corp.

    95,880        8,911,087   
   

 

 

 
      14,478,172   
   

 

 

 

HEALTH CARE PROVIDERS &
SERVICES–6.5%

   

Aetna, Inc.

    92,280        9,977,314   

Cigna Corp.

    105,710        15,468,544   

Express Scripts Holding Co.(a)

    54,140        4,732,377   

UnitedHealth Group, Inc.

    181,170        21,312,839   
   

 

 

 
      51,491,074   
   

 

 

 

PHARMACEUTICALS–5.2%

   

Pfizer, Inc.

    1,083,830        34,986,032   

Teva Pharmaceutical Industries Ltd. (Sponsored ADR)

    103,575        6,798,663   
   

 

 

 
      41,784,695   
   

 

 

 
      152,983,255   
   

 

 

 
    
    
    
Company
  Shares     U.S. $ Value  
   

INFORMATION TECHNOLOGY–14.6%

   

COMMUNICATIONS EQUIPMENT–2.6%

   

Cisco Systems, Inc.

    766,630      $ 20,817,838   
   

 

 

 

IT SERVICES–0.7%

   

Vantiv, Inc.–Class A(a)

    121,501        5,761,577   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.4%

   

Intel Corp.

    616,380        21,234,291   

NVIDIA Corp.

    437,204        14,410,244   

Xilinx, Inc.

    149,470        7,020,606   
   

 

 

 
      42,665,141   
   

 

 

 

SOFTWARE–4.0%

   

Activision Blizzard, Inc.

    345,251        13,364,666   

Check Point Software Technologies Ltd.(a)(b)

    67,311        5,477,769   

Microsoft Corp.

    234,510        13,010,615   
   

 

 

 
      31,853,050   
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE &
PERIPHERALS–1.9%

   

Apple, Inc.

    147,435        15,519,008   
   

 

 

 
      116,616,614   
   

 

 

 

CONSUMER DISCRETIONARY–11.6%

   

HOTELS, RESTAURANTS & LEISURE–0.8%

   

Wyndham Worldwide Corp.

    91,530        6,649,654   
   

 

 

 

INTERNET & CATALOG RETAIL–2.4%

   

Liberty Interactive Corp. QVC Group–Class A(a)

    693,518        18,946,912   
   

 

 

 

MEDIA–6.9%

   

Comcast Corp.–Class A

    364,400        20,563,092   

Interpublic Group of Cos., Inc. (The)

    950,910        22,137,185   

Time Warner, Inc.

    188,090        12,163,780   
   

 

 

 
      54,864,057   
   

 

 

 

SPECIALTY RETAIL–1.1%

   

Best Buy Co., Inc.

    184,720        5,624,724   

Lowe’s Cos., Inc.

    48,500        3,687,940   
   

 

 

 
      9,312,664   
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–0.4%

   

Ralph Lauren Corp.

    26,960        3,005,501   
   

 

 

 
      92,778,788   
   

 

 

 

INDUSTRIALS–9.3%

   

AEROSPACE &
DEFENSE–5.8%

   

Boeing Co. (The)

    48,890        7,069,005   

General Dynamics Corp.

    148,960        20,461,145   

 

6


    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   
   

Honeywell International, Inc.

    45,710      $ 4,734,185   

Raytheon Co.

    111,120        13,837,774   
   

 

 

 
      46,102,109   
   

 

 

 

AIRLINES–0.7%

   

Delta Air Lines, Inc.

    109,540        5,552,583   
   

 

 

 

CONSTRUCTION & ENGINEERING–0.6%

   

Jacobs Engineering Group, Inc.(a)

    126,640        5,312,548   
   

 

 

 

ELECTRICAL
EQUIPMENT–0.2%

   

EnerSys

    25,680        1,436,282   
   

 

 

 

MACHINERY–2.0%

   

Dover Corp.

    77,700        4,763,787   

ITT Corp.

    133,720        4,856,711   

Parker-Hannifin Corp.

    27,899        2,705,645   

Snap-on, Inc.

    21,359        3,661,573   
   

 

 

 
      15,987,716   
   

 

 

 
      74,391,238   
   

 

 

 

ENERGY–8.2%

   

ENERGY EQUIPMENT & SERVICES–3.2%

   

Cameron International Corp.(a)

    112,530        7,111,896   

Dril-Quip, Inc.(a)

    93,760        5,553,405   

FMC Technologies, Inc.(a)

    44,380        1,287,464   

National Oilwell Varco, Inc.

    132,600        4,440,774   

Oceaneering International, Inc.

    29,370        1,101,962   

Schlumberger Ltd.

    80,770        5,633,707   
   

 

 

 
      25,129,208   
   

 

 

 

OIL, GAS & CONSUMABLE FUELS–5.0%

   

Exxon Mobil Corp.

    329,880        25,714,146   

Valero Energy Corp.

    204,890        14,487,772   
   

 

 

 
      40,201,918   
   

 

 

 
      65,331,126   
   

 

 

 

CONSUMER STAPLES–3.8%

   

BEVERAGES–0.8%

   

PepsiCo, Inc.

    64,020        6,396,879   
   

 

 

 

FOOD & STAPLES RETAILING–3.0%

   

CVS Health Corp.

    247,051        24,154,176   
   

 

 

 
      30,551,055   
   

 

 

 

TELECOMMUNICATION SERVICES–3.0%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–3.0%

   

Verizon Communications, Inc.

    512,075        23,668,107   
   

 

 

 

MATERIALS–0.8%

   

CHEMICALS–0.4%

   

Mosaic Co. (The)

    109,550        3,022,484   
   

 

 

 
    
    
    
Company
  Shares     U.S. $ Value  
   

METALS &
MINING–0.4%

   

Reliance Steel & Aluminum Co.

    54,170      $ 3,136,985   
   

 

 

 
      6,159,469   
   

 

 

 

Total Common Stocks
(cost $621,841,933)

      748,077,866   
   

 

 

 
    Principal
Amount
(000)
       

SHORT-TERM INVESTMENTS–6.3%

   

TIME DEPOSIT–6.3%

   

State Street Time Deposit 0.01%, 1/04/16 (cost $49,977,171)

  U.S.$   49,977        49,977,171   
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES
LOANED–100.1%
(cost $671,819,104)

      798,055,037   
   

 

 

 
    Shares        

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES
LOANED–0.7%

   

INVESTMENT COMPANIES–0.7%

   

AB Exchange Reserves–
Class I, 0.24%(c)(d)
(cost $5,670,952)

    5,670,952        5,670,952   
   

 

 

 

TOTAL
INVESTMENTS–100.8%
(cost $677,490,056)

      803,725,989   

Other assets less
liabilities–(0.8)%

      (6,500,668
   

 

 

 

NET ASSETS–100.0%

    $ 797,225,321   
   

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

 

7


GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $671,819,104)

   $ 798,055,037 (a) 

Affiliated issuers (cost $5,670,952—investment of cash collateral for securities loaned)

     5,670,952   

Dividends and interest receivable

     461,363   

Receivable for capital stock sold

     64,560   
  

 

 

 

Total assets

     804,251,912   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     5,670,952   

Payable for capital stock redeemed

     698,879   

Advisory fee payable

     375,576   

Distribution fee payable

     138,540   

Administrative fee payable

     12,102   

Transfer Agent fee payable

     99   

Accrued expenses

     130,443   
  

 

 

 

Total liabilities

     7,026,591   
  

 

 

 

NET ASSETS

   $ 797,225,321   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 26,713   

Additional paid-in capital

     602,575,348   

Undistributed net investment income

     8,461,733   

Accumulated net realized gain on investment transactions

     59,925,594   

Net unrealized appreciation on investments

     126,235,933   
  

 

 

 
   $ 797,225,321   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $   150,801,118           5,007,361         $   30.12   

B

     $ 646,424,203           21,705,805         $ 29.78   

 

 

 

(a)   Includes securities on loan with a value of $5,477,769 (see Note E).

See notes to financial statements.

 

8


GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $52,076)

   $ 15,179,236   

Affiliated issuers

     4,647   

Interest

     7,120   

Securities lending income

     10,747   
  

 

 

 
     15,201,750   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     4,609,822   

Distribution fee—Class B

     1,694,691   

Transfer agency—Class A

     1,806   

Transfer agency—Class B

     7,619   

Custodian

     157,642   

Printing

     67,469   

Legal

     58,464   

Administrative

     50,998   

Audit and tax

     41,022   

Directors’ fees

     21,156   

Miscellaneous

     24,019   
  

 

 

 

Total expenses

     6,734,708   
  

 

 

 

Net investment income

     8,467,042   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     75,832,751   

Net change in unrealized appreciation/depreciation of investments

     (72,224,366
  

 

 

 

Net gain on investment transactions

     3,608,385   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 12,075,427   
  

 

 

 

 

 

See notes to financial statements.

 

9


 
GROWTH & INCOME PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 8,467,042      $ 10,203,638   

Net realized gain on investment transactions

     75,832,751        78,058,883   

Net change in unrealized appreciation/depreciation of investments

     (72,224,366     (12,349,510
  

 

 

   

 

 

 

Net increase in net assets from operations

     12,075,427        75,913,011   

DIVIDENDS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (2,239,317     (2,268,517

Class B

     (7,965,992     (7,666,587

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (74,221,929     (69,811,950
  

 

 

   

 

 

 

Total decrease

     (72,351,811     (3,834,043

NET ASSETS

    

Beginning of period

     869,577,132        873,411,175   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $8,461,733 and $10,200,000, respectively)

   $ 797,225,321      $ 869,577,132   
  

 

 

   

 

 

 

 

 

 

See notes to financial statements.

 

10


GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Growth & Income Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Growth & Income Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

11


GROWTH & INCOME PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stocks*

   $ 748,077,866      $ –0 –    $ –0 –    $ 748,077,866   

Short-Term Investments

     –0 –      49,977,171        –0 –      49,977,171   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     5,670,952        –0 –      –0 –      5,670,952   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     753,748,818        49,977,171        –0 –      803,725,989   

Other Financial Instruments**

     –0 –      –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 753,748,818      $ 49,977,171      $             –0 –    $ 803,725,989   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

12


    AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

13


GROWTH & INCOME PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,998.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $683,647, of which $1 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 565,934,716       $ 612,557,403   

U.S. government securities

       –0 –       –0 – 

 

14


    AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 678,243,689   
  

 

 

 

Gross unrealized appreciation

   $ 139,176,076   

Gross unrealized depreciation

     (13,693,776
  

 

 

 

Net unrealized appreciation

   $ 125,482,300   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $5,477,769 and had received cash collateral which has been invested into AB Exchange Reserves of $5,670,952. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $10,747 and $4,647 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 8,423      $ 76,130      $ 78,882      $ 5,671   

 

15


GROWTH & INCOME PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    560,733        792,608        $ 16,929,785      $ 22,691,868   

Shares issued in reinvestment of dividends

    73,832        79,653          2,239,317        2,268,517   

Shares redeemed

    (1,223,938     (1,180,764       (36,953,264     (33,448,306
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (589,373     (308,503     $ (17,784,162   $ (8,487,921
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    1,209,171        1,584,088        $ 36,060,846      $ 44,665,440   

Shares issued in reinvestment of dividends

    265,356        271,961          7,965,992        7,666,587   

Shares redeemed

    (3,377,728     (4,045,067       (100,464,605     (113,656,056
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (1,903,201     (2,189,018     $ (56,437,767   $ (61,324,029
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Industry/Sector Risk—Investments in a particular industry or group of related industries may have more risk because market or economic factors affecting that industry could have a significant effect on the value of the Portfolio’s investments.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 10,205,309         $ 9,935,104   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 10,205,309         $ 9,935,104   
    

 

 

      

 

 

 

 

16


    AB Variable Products Series Fund

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 8,461,733   

Undistributed capital gains

     60,679,228 (a) 

Unrealized appreciation/(depreciation)

     125,482,300 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 194,623,261   
  

 

 

 

 

(a)   During the fiscal year ended December 31, 2015, the Portfolio utilized $14,562,823 of capital loss carryforwards to offset current year net realized gains.

 

(b)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, there were no permanent differences that resulted in adjustments to undistributed net investment income, accumulated net realized gain on investment transactions, or additional paid-in capital.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

17


GROWTH & INCOME PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $30.04        $27.80        $20.88        $18.05        $17.19   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .37        .40        .33        .29        .27   

Net realized and unrealized gain on investment transactions

    .14        2.23        6.92        2.86        .83   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    .51        2.63        7.25        3.15        1.10   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.43     (.39     (.33     (.32     (.24
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $30.12        $30.04        $27.80        $20.88        $18.05   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)*

    1.70     9.54     34.96     17.53     6.32
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $150,801        $168,135        $164,154        $131,402        $138,731   

Ratio to average net assets of:

         

Expenses

    .60     .60     .60     .60     .60

Net investment income

    1.21     1.39     1.35     1.48     1.52

Portfolio turnover rate

    73     51     63     80     76

 

 

See footnote summary on page 19.

 

18


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $29.71        $27.49        $20.66        $17.86        $17.01   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .29        .32        .27        .24        .23   

Net realized and unrealized gain on investment transactions

    .14        2.22        6.83        2.83        .81   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    .43        2.54        7.10        3.07        1.04   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.36     (.32     (.27     (.27     (.19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $29.78        $29.71        $27.49        $20.66        $17.86   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)*

    1.43     9.29     34.59     17.24     6.07
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $646,424        $701,442        $709,257        $764,198        $735,514   

Ratio to average net assets of:

         

Expenses

    .85     .85     .85     .85     .85

Net investment income

    .96     1.14     1.11     1.23     1.28

Portfolio turnover rate.

    73     51     63     80     76

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011 by 0.14%, 0.11%, 0.08%, 0.19% and 0.13%, respectively.

See notes to financial statements.

 

19


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Growth & Income Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Growth & Income Portfolio (the “Fund”) (formerly AllianceBernstein Growth & Income Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Growth & Income Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

February 12, 2016

 

20


 
2015 FEDERAL TAX INFORMATION  
(unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 100% of dividends paid qualify for the dividends received deduction.

 

21


 
 
GROWTH & INCOME PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Frank V. Caruso(2), Vice President

Emilie D. Wrapp, Secretary

    

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    
    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003
San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.
(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by Mr. Frank V. Caruso, a member of the Adviser’s Relative Value Investment Team.

 

22


 
GROWTH & INCOME PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR       
      

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None
      
DISINTERESTED DIRECTORS    
      

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
      

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001-2008.     110      None

 

23


GROWTH & INCOME PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
      

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
      

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None

 

24


 
 
    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None
      

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.     110      None

 

25


GROWTH & INCOME PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

26


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS,*

AND AGE

     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
Robert M. Keith
55
     President and Chief
Executive Officer
     See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Frank V. Caruso
59
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         
Vincent S. Noto
51
     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABIS and ABI are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

27


 
GROWTH & INCOME PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Growth and Income Portfolio (the “Portfolio”)2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category  

Advisory Fee Based on% of

Average Daily Net Assets

 

Net Assets

3/31/15

($MIL)

 

Growth and Income Portfolio

 

Value

  0.55% on first $2.5 billion
0.45% on next $2.5 billion
0.40% on the balance
  $ 864.8   

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

28


    AB Variable Products Series Fund

 

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,204 (0.006% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year

Growth and Income Portfolio

  Class A     0.60%   December 31
  Class B     0.85%  

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the
Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio   

Net Assets

3/31/15

($MIL)

  

AB Institutional

Fee Schedule

   Effective
AB Inst.
Adv. Fee
    

Portfolio

Advisory

Fee

 

Growth and Income Portfolio

   $864.8    U.S. Growth and Income
0.65% on first $25m
0.50% on next $25m
0.40% on next $50m
0.30% on next $100m
0.25% on the balance
Minimum account size $25m
     0.283      0.550

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

29


GROWTH & INCOME PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser also manages AB Growth and Income Fund, Inc. (“Growth and Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth and Income Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   AB Mutual Fund   Fee Schedule   ABMF
Effective
Fee
    Portfolio
Advisory
Fee
 

Growth and Income Portfolio

  Growth and Income Fund, Inc.   0.55% on first $2.5 billion     0.550     0.550
    0.45% on next $2.5 billion    
    0.40% on the balance    

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.7 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)10
    

Lipper

EG

Median

(%)

     Lipper
EG
Rank
 

Growth and Income Portfolio

     0.550         0.706         2/10   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.11

 

Portfolio    Expense
Ratio
(%)12
     Lipper EG
Median (%)
     Lipper
EG
Rank
    

Lipper EU

Median (%)

     Lipper
EU
Rank
 

Growth and Income

     0.603         0.760         2/10         0.754         4/29   

Portfolio

              

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

8   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

9   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

10   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

11   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

12   Most recently completed fiscal year end Class A total expense ratio.

 

30


    AB Variable Products Series Fund

 

Based on this analysis, the Portfolio has equally favorable rankings on a contractual management fee basis and on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $1,730,726 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $3,533,970 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.13

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

 

13   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

31


GROWTH & INCOME PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.16 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio17 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)18 for the periods ended February 28, 2015.19

 

     Portfolio
(%)
    PG
Median (%)
    PU
Median (%)
    PG
Rank
    PU
Rank
 

Growth and Income Portfolio

         

1 year

    12.41        12.24        11.90        4/10        20/51   

3 year

    17.23        16.68        17.05        4/10        23/50   

5 year

    16.30        15.06        15.34        3/10        10/47   

10 year

    6.93        7.70        8.28        8/9        27/29   

 

14   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

15   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

16   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

17   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

18   The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

19   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

32


    AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)20 versus its benchmarks.21 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.22

 

    

Periods Ending February 28, 2015

Annualized Performance

 
     1
Year
(%)
    3
Year
(%)
    5
Year
(%)
    10
Year
(%)
    Since
Inception
(%)
    Annualized     Risk
Period
(Year)
 
            Volatility
(%)
    Sharpe
(%)
   

Growth and Income Portfolio

    12.41        17.23        16.30        6.93        9.76        15.17        0.42        10   

Russell 1000 Value Index

    13.49        18.11        15.51        7.21        11.09        15.56        0.43        10   

Inception Date: February 25,1994

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

20   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

21   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

22   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

33


 

 

 

 

VPS-GI-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

INTERMEDIATE BOND PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
INTERMEDIATE BOND PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Intermediate Bond Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to generate income and price appreciation without assuming what AllianceBernstein L.P. (the “Adviser”) considers undue risk. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Portfolio expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term and relatively attractive yields that do not involve undue risk of loss of capital. The Portfolio expects to invest in fixed-income securities with a dollar weighted average maturity of between three to ten years and an average duration of three to six years. The Portfolio may invest up to 25% of its net assets in below investment grade bonds (commonly known as “junk bonds”). The Portfolio may use leverage for investment purposes.

The Portfolio may invest without limit in US dollar-denominated foreign fixed-income securities and may invest up to 25% of its assets in non-US dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed and emerging market debt securities.

The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-indexed securities, structured securities, variable, floating and inverse floating-rate instruments, and preferred stock, and may use other investment techniques. The Portfolio intends, among other things, to enter into transactions such as reverse repurchase agreements and dollar rolls. The Portfolio may enter into, without limit, derivatives transactions, such as options, futures contracts, forwards and swaps.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its benchmark, the Barclays US Aggregate Bond Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio underperformed the benchmark during the annual period. Security selection contributed to relative returns, mainly from security selection within the banking and consumer cyclical-retailers sector, as well as commercial mortgage-backed securities. Currency selection contributed to returns mainly from a long US dollar position versus short positions in the Canadian dollar, euro and Australian dollar. Country positioning detracted modestly from returns, specifically an overweight to Brazil, New Zealand and the United Kingdom. Sector positioning detracted modestly from returns, mainly from an underweight to Treasuries and an overweight to non-investment grade corporates. Yield curve positioning detracted from returns, mainly from positioning along the two- and 20-year parts of the curve.

During the annual period, the Portfolio utilized derivatives in the form of Treasury futures and interest rate swaps to manage duration and yield curve positioning. Currency forwards were used to manage the Portfolio’s currency exposure. Credit default swaps and written options were utilized for hedging and investment purposes, which had an immaterial impact on absolute performance. Inflation swaps were utilized to manage inflation protection.

MARKET REVIEW AND INVESTMENT STRATEGY

Bond markets were volatile for the annual period, as growth trends and monetary policies in the world’s biggest economies headed in different directions. Inflation continued to fall throughout the developed world, driven primarily by decreasing commodity prices. While oil prices began to rebound in April, they again fell in the second half of the period, ending 2015 below $40/barrel, and remained well below their price range in late 2014. These dynamics caused volatility within government bond yields, with the yield on the 10-year US Treasury ranging from 1.7% to 2.5%, ultimately ending the period at 2.3%. Adding to the volatility, the US Federal Reserve raised the target on official rates by 25 basis points, lifting the range to 0.25%-0.50%, which was the first interest rate hike in nine years.

In other markets, including many in Europe where the European Central Bank implemented its quantitative easing program, some yields ended the period in negative territory. In emerging markets, political and economic instability across regions negatively affected the investment environment. Slower growth in China, Brazil and other emerging-market economies caused further pressure on credit markets at the end of the period. Against this backdrop, fixed-income returns diverged between regions and sectors. Credit securities generally underperformed developed-market Treasuries; developed-market Treasuries generally outperformed emerging-market local currency Treasuries; and investment-grade securities generally outperformed high yield, which posted some of the worst returns across the fixed-income markets, specifically within the energy and commodities sectors.

 

1


 
INTERMEDIATE BOND PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged Barclays US Aggregate Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays US Aggregate Bond Index represents the performance of securities within the US investment-grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including US Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Below Investment Grade Security Risk: Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater if the Portfolio invests a significant portion of its assets in fixed-income securities with longer maturities.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Prepayment Risk: The value of mortgage-related or other asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some of these securities may occur during periods of falling

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

2


 
 
    AB Variable Products Series Fund

 

mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with these securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

Liquidity Risk: Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares. Over recent years liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

3


 
INTERMEDIATE BOND PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Intermediate Bond Portfolio Class A

     0.01%           3.34%           4.52%   

Intermediate Bond Portfolio Class B

     -0.18%           3.11%           4.27%   

Barclays US Aggregate Bond Index

     0.55%           3.25%           4.51%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.03%.

       

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.88% and 1.13% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERMEDIATE BOND PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Intermediate Bond Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 2-3.

 

4


 
INTERMEDIATE BOND PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $   1,000       $ 999.20       $   5.09         1.01

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,020.11       $   5.14         1.01
           

Class B

           

Actual

   $   1,000       $ 999.10       $   6.35         1.26

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,018.85       $   6.41         1.26

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

5


 
INTERMEDIATE BOND PORTFOLIO  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

TOP TEN SECTORS (including derivatives)*  

Corporates—Investment Grade

     27.2

Governments—Treasuries(a)

     27.0   

Mortgage Pass-Throughs

     18.0   

Asset-Backed Securities

     16.3   

Commercial Mortgage-Backed Securities

     10.5   

Collateralized Mortgage Obligations

     5.9   

Corporates—Non Investment Grade(b)

     6.5   

Agencies

     3.2   

Inflation-Linked Securities(c)

     2.0   

Interest Rate Swaps(d)

     -31.5   

 

SECTOR BREAKDOWN (excluding derivatives)  

Corporates—Investment Grade

     25.9    Agencies        3.1

Mortgage Pass-Throughs

     17.5       Governments—Sovereign Agencies        1.0   

Asset-Backed Securities

     15.8       Quasi-Sovereigns        0.9   

Commercial Mortgage-Backed Securities

     10.2       Preferred Stocks        0.5   

Governments—Treasuries

     6.5       Local Governments—Municipal Bonds        0.4   

Collateralized Mortgage Obligations

     5.7       Governments—Sovereign Bonds        0.1   

Corporates—Non-Investment Grade

     5.0       Short-Term Investments        3.8   

Inflation-Linked Securities

     3.6                   

 

 

 

*   All data are as of December 31, 2015. The Portfolio’s sectors include derivative exposure and are expressed as approximate percentages of the Portfolio’s total net assets, based on the Adviser’s internal classification. The percentages will vary over time.

 

(a)   Includes Treasury Futures.

 

(b)   Includes Credit Default Swaps.

 

(c)   Includes Inflation (CPI) Swaps.

 

(d)   Represents the exposure of the Portfolio’s fixed-rate payments on the Interest Rate Swaps. Interest Rate Swaps involve the exchange by a fund with another party of payments calculated by reference to specified interest rates (e.g., an exchange of floating-rate payments for fixed-rate payments).

 

  All data are as of December 31, 2015. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

6


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

CORPORATES–INVESTMENT GRADE–26.7%

   

   

INDUSTRIAL–17.8%

     

BASIC–1.4%

     

Barrick Gold Corp.
4.10%, 5/01/23

    U.S.$        15      $ 12,868   

Dow Chemical Co. (The)
8.55%, 5/15/19

      86        101,364   

Eastman Chemical Co.
3.80%, 3/15/25

      65        62,948   

Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc.
6.50%, 11/15/20

      31        19,995   

Glencore Funding LLC
4.125%, 5/30/23(a)

      58        42, 775   

International Paper Co.
3.65%, 6/15/24

      32        31,298   

3.80%, 1/15/26

      61        60,100   

4.75%, 2/15/22

      54        57,673   

5.15%, 5/15/46

      27        25,687   

LyondellBasell Industries NV
5.75%, 4/15/24

      200        220,337   

Mosaic Co. (The)
5.625%, 11/15/43

      53        50,800   

Sociedad Quimica y Minera de Chile SA
3.625%, 4/03/23(a)

      260        223,600   

Vale Overseas Ltd.
6.875%, 11/21/36

      40        27,962   
     

 

 

 
        937,407   
     

 

 

 

CAPITAL GOODS–0.3%

  

   

General Electric Co.
Series B
4.10%, 12/15/22(b)

      40        39,900   

Owens Corning
6.50%, 12/01/16(c)

      10        10,289   

Yamana Gold, Inc.
4.95%, 7/15/24

      166        140,765   
     

 

 

 
        190,954   
     

 

 

 

COMMUNICATIONS–MEDIA–2.9%

  

   

21st Century Fox America, Inc.
4.00%, 10/01/23

      64        66,106   

4.50%, 2/15/21

      300        322,810   

CBS Corp.
3.50%, 1/15/25

      190        181,133   

CCO Safari II LLC
4.908%, 7/23/25(a)

      135        134,869   

Cox Communications, Inc.
2.95%, 6/30/23(a)

      51        44,927   

Discovery Communications LLC
3.45%, 3/15/25

      105        95,055   

Mcgraw Hill Financial, Inc.
4.40%, 2/15/26

      127        129,941   

NBCUniversal Enterprise, Inc.
5.25%, 3/19/21(a)(b)

      128        135,680   

TCI Communications, Inc.
7.875%, 2/15/26

      115        155,422   
     

Time Warner Cable, Inc.
4.125%, 2/15/21

    U.S.$        200      $ 204,215   

Time Warner, Inc.
3.55%, 6/01/24

      114        111,862   

7.625%, 4/15/31

      69        85,377   

Viacom, Inc.
3.875%, 4/01/24

      178        166,794   

5.625%, 9/15/19

      60        64,794   
     

 

 

 
        1,898,985   
     

 

 

 

COMMUNICATIONS–
TELECOMMUNICATIONS–2.3%

   

   

American Tower Corp.
5.05%, 9/01/20

      260        280,688   

AT&T, Inc.
3.40%, 5/15/25

      270        259,494   

DIRECTV Holdings
LLC/DIRECTV Financing Co., Inc.
3.80%, 3/15/22

      57        57,360   

4.45%, 4/01/24

      206        211,581   

Rogers Communications, Inc.
4.00%, 6/06/22

    CAD        27        20,712   

Telefonica Emisiones SAU
5.462%, 2/16/21

    U.S.$        120        134,114   

Verizon Communications, Inc.
3.50%, 11/01/24

      258        254,827   

3.85%, 11/01/42

      89        72,747   

6.55%, 9/15/43

      165        195,890   
     

 

 

 
        1,487,413   
     

 

 

 

CONSUMER CYCLICAL–AUTOMOTIVE–1.2%

   

   

Ford Motor Credit Co. LLC
5.875%, 8/02/21

      455        507,387   

General Motors Co.
3.50%, 10/02/18

      80        80,803   

General Motors Financial Co., Inc.
3.10%, 1/15/19

      110        109,840   

3.25%, 5/15/18

      9        9,045   

4.00%, 1/15/25

      23        21,821   

4.30%, 7/13/25

      30        29,091   
     

 

 

 
        757,987   
     

 

 

 

CONSUMER CYCLICAL–RETAILERS–0.8%

   

   

CVS Health Corp.
3.875%, 7/20/25

      140        142,881   

Kohl’s Corp.
4.25%, 7/17/25

      184        179,427   

Walgreens Boots Alliance, Inc.
3.80%, 11/18/24

      195        189,183   
     

 

 

 
        511,491   
     

 

 

 

CONSUMER NON-CYCLICAL–4.0%

  

   

AbbVie, Inc.
3.60%, 5/14/25

      97        95,733   

Actavis Funding SCS
3.80%, 3/15/25

      165        164,157   

3.85%, 6/15/24

      54        54,096   

 

7


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Altria Group, Inc.
2.625%, 1/14/20

    U.S.$        195      $ 195,362   

AstraZeneca PLC
6.45%, 9/15/37

      50        63,230   

Baxalta, Inc.
5.25%, 6/23/45(a)

      75        75,253   

Bayer US Finance LLC
3.375%, 10/08/24(a)

      200        201,423   

Becton Dickinson and Co.
3.734%, 12/15/24

      85        85,725   

Biogen, Inc.
4.05%, 9/15/25

      144        144,653   

Bunge Ltd. Finance Corp.
8.50%, 6/15/19

      2        2,315   

Celgene Corp.
3.875%, 8/15/25

      155        154,372   

Gilead Sciences, Inc.
3.65%, 3/01/26

      138        139,170   

Grupo Bimbo SAB de CV
3.875%, 6/27/24(a)

      201        195,350   

Kraft Heinz Foods Co.

     

2.80%, 7/02/20(a)

      70        69,819   

3.50%, 7/15/22(a)

      94        94,648   

Laboratory Corp. of America Holdings
3.60%, 2/01/25

      60        57,896   

Medtronic, Inc.
3.50%, 3/15/25

      195        196,593   

Perrigo Finance PLC
3.50%, 12/15/21

      200        194,398   

Reynolds American, Inc.

     

3.25%, 11/01/22

      127        125,574   

5.85%, 8/15/45

      44        48,917   

Thermo Fisher Scientific, Inc.
4.15%, 2/01/24

      78        81,017   

Tyson Foods, Inc.

     

2.65%, 8/15/19

      39        39,022   

3.95%, 8/15/24

      123        126,285   
     

 

 

 
        2,605,008   
     

 

 

 

ENERGY–3.2%

     

Diamond Offshore Drilling, Inc.
4.875%, 11/01/43

      68        41,282   

Encana Corp.
3.90%, 11/15/21

      45        37,144   

Energy Transfer Partners LP
7.50%, 7/01/38

      149        137,621   

EnLink Midstream Partners LP
5.05%, 4/01/45

      125        77,510   

Enterprise Products Operating LLC

     

3.70%, 2/15/26

      161        144,417   

5.20%, 9/01/20

      55        57,684   

Halliburton Co.
5.00%, 11/15/45

      170        168,052   

Kinder Morgan Energy Partners LP

     

3.95%, 9/01/22

      321        279,437   

4.15%, 3/01/22

      89        79,083   
     

Noble Energy, Inc.
3.90%, 11/15/24

    U.S.$        107      $ 95,233   

8.25%, 3/01/19

      238        266,178   

Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24

      137        109,906   

Schlumberger Holdings Corp.
3.625%, 12/21/22(a)

      165        162,991   

TransCanada PipeLines Ltd.
6.35%, 5/15/67

      235        177,425   

Valero Energy Corp.
6.125%, 2/01/20

      177        195,194   

Williams Partners LP
4.125%, 11/15/20

      97        86,600   
     

 

 

 
        2,115,757   
     

 

 

 

OTHER INDUSTRIAL–0.3%

     

Hutchison Whampoa International 14 Ltd.
1.625%, 10/31/17(a)

      200        198,235   
     

 

 

 

TECHNOLOGY–1.4%

     

Hewlett Packard Enterprise Co.
4.90%, 10/15/25(a)

      170        166,704   

HP, Inc.
4.65%, 12/09/21

      107        106,595   

KLA-Tencor Corp.
4.65%, 11/01/24

      134        134,825   

Motorola Solutions, Inc.
3.50%, 3/01/23

      86        75,443   

7.50%, 5/15/25

      25        27,339   

Seagate HDD Cayman
4.75%, 1/01/25

      75        62,453   

Tencent Holdings Ltd.
3.375%, 5/02/19(a)

      205        208,454   

Total System Services, Inc.
2.375%, 6/01/18

      74        73,231   

3.75%, 6/01/23

      69        66,944   
     

 

 

 
        921,988   
     

 

 

 
        11,625,225   
     

 

 

 

FINANCIAL INSTITUTIONS–7.6%

  

   

BANKING–4.7%

     

Compass Bank
5.50%, 4/01/20

      250        266,331   

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands
4.375%, 8/04/25

      250        254,263   

Credit Suisse Group Funding Guernsey Ltd.
3.75%, 3/26/25(a)

      270        261,167   

Goldman Sachs Group, Inc. (The)
3.75%, 5/22/25

      53        53,353   

3.85%, 7/08/24

      210        214,297   

Series D
6.00%, 6/15/20

      395        446,393   

Morgan Stanley
5.625%, 9/23/19

      143        157,815   

 

8


    AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Murray Street Investment Trust I 4.647%, 3/09/17

    U.S.$        27      $ 27,818   

Nationwide Building Society
6.25%, 2/25/20(a)

      230        262,969   

Rabobank Capital Funding Trust III
5.254%, 10/21/16(a)(b)

      90        91,462   

Santander Issuances SAU
5.179%, 11/19/25

      200        196,970   

Standard Chartered PLC

     

6.409%, 1/30/17(a)(b)

      100        100,100   

Series E
4.00%, 7/12/22(a)

      265        266,987   

UBS AG/Stamford CT
7.625%, 8/17/22

      250        285,000   

UBS Group Funding Jersey Ltd.
4.125%, 9/24/25(a)

      200        198,886   
     

 

 

 
        3,083,811   
     

 

 

 

FINANCE–0.3%

     

Aviation Capital Group Corp. 7.125%, 10/15/20(a)

      155        178,334   
     

 

 

 

INSURANCE–2.0%

     

American International Group, Inc.

     

4.875%, 6/01/22

      75        80,995   

6.40%, 12/15/20

      215        248,032   

Dai-ichi Life Insurance Co., Ltd. (The)
5.10%, 10/28/24(a)(b)

      200        208,000   

Hartford Financial Services Group, Inc. (The)
5.50%, 3/30/20

      200        221,399   

Lincoln National Corp.
8.75%, 7/01/19

      113        135,715   

MetLife, Inc.
10.75%, 8/01/39

      85        133,131   

Nationwide Mutual Insurance Co.
9.375%, 8/15/39(a)

      55        79,829   

Prudential Financial, Inc.
5.625%, 6/15/43

      149        152,352   
     

 

 

 
        1,259,453   
     

 

 

 

REITS–0.6%

     

Host Hotels & Resorts LP
Series D
3.75%, 10/15/23

      6        5,785   

Trust F/1401
5.25%, 12/15/24(a)

      200        198,500   

Welltower, Inc.
5.25%, 1/15/22

      183        197,935   
     

 

 

 
        402,220   
     

 

 

 
        4,923,818   
     

 

 

 

UTILITY–1.3%

     

ELECTRIC–0.8%

     

Berkshire Hathaway Energy Co.
6.125%, 4/01/36

      170        198,245   

CMS Energy Corp.
5.05%, 3/15/22

      37        40,239   
     

Constellation Energy Group, Inc.
5.15%, 12/01/20

    U.S.$        64      $ 69,488   

Entergy Corp.
4.00%, 7/15/22

      125        127,522   

Exelon Corp.
5.10%, 6/15/45(a)

      45        45,328   

Exelon Generation Co. LLC
4.25%, 6/15/22

      78        79,029   
     

 

 

 
        559,851   
     

 

 

 

NATURAL GAS–0.5%

  

   

Talent Yield Investments Ltd.
4.50%, 4/25/22(a)

      305        315,896   
     

 

 

 
        875,747   
     

 

 

 

Total Corporates–Investment Grade
(cost $17,375,851)

        17,424,790   
     

 

 

 

MORTGAGE PASS-THROUGHS–18.0%

   

   

AGENCY FIXED RATE 15-YEAR–1.9%

   

   

Federal National Mortgage Association
3.50%, 3/01/24

      30        31,107   

Federal National Mortgage Association

     

2.50%, 1/01/31, TBA

      493        496,929   

3.50%, 12/01/20

      659        690,855   
     

 

 

 
        1,218,891   
     

 

 

 

AGENCY FIXED RATE 30-YEAR–16.1%

   

   

Federal Home Loan Mortgage Corp. Gold

     

Series 2007
5.50%, 7/01/35

      38        42,633   

Series 2005
5.50%, 1/01/35

      141        158,046   

4.00%, 1/01/45

      704        752,257   

Federal National Mortgage Association

     

3.50%, 5/01/42–9/01/45

      2,998        3,114,634   

Series 2003
5.50%, 4/01/33–7/01/33

      129        144,730   

Series 2004
5.50%, 4/01/34–11/01/34

      117        130,331   

Series 2005
5.50%, 2/01/35

      142        159,096   

4.50%, 1/25/46, TBA

      1,533        1,655,640   

4.00%, 10/01/44–12/01/44

      1,169        1,249,400   

4.00%, 1/01/46, TBA

      947        1,001,896   

Government National Mortgage Association

     

Series 1994
9.00%, 9/15/24

      1        1,564   

4.50%, 7/20/45

      579        623,358   

3.50%, 2/01/46, TBA

      1,064        1,106,602   

3.00%, 7/20/45

      372        377,304   
     

 

 

 
        10,517,491   
     

 

 

 

 

9


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Total Mortgage Pass-Throughs
(cost $11,725,550)

      $ 11,736,382   
     

 

 

 

ASSET-BACKED SECURITIES–16.3%

   

   

AUTOS–FIXED RATE–9.3%

     

Ally Auto Receivables Trust

     

Series 2015-2, Class A3
1.49%, 11/15/19

  U.S.$          174        173,168   

Ally Master Owner Trust

     

Series 2015-3, Class A
1.63%, 5/15/20

      259        256,580   

AmeriCredit Automobile Receivables Trust

     

Series 2013-3, Class A3
0.92%, 4/09/18

      109        109,235   

Series 2013-4, Class A3
0.96%, 4/09/18

      51        50,891   

ARI Fleet Lease Trust

     

Series 2014-A, Class A2
0.81%, 11/15/22(a)

      44        44,161   

Avis Budget Rental Car Funding AESOP LLC

     

Series 2013-2A, Class A
2.97%, 2/20/20(a)

      288        287,155   

Series 2014-1A, Class A
2.46%, 7/20/20(a)

      149        149,730   

Bank of The West Auto Trust

     

Series 2015-1, Class A3
1.31%, 10/15/19 (a)

      259        258,159   

California Republic Auto Receivables Trust

     

Series 2014-2, Class A4
1.57%, 12/16/19

      122        121,051   

Series 2015-2, Class A3
1.31%, 8/15/19

      118        117,137   

Capital Auto Receivables Asset Trust

     

Series 2014-1, Class B
2.22%, 1/22/19

      60        60,159   

Chrysler Capital Auto Receivables Trust

     

Series 2015-BA, Class A3
1.91%, 3/16/20(a)

      168        167,473   

CPS Auto Receivables Trust

     

Series 2013-B, Class A
1.82%, 9/15/20(a)

      98        98,226   

Series 2014-B, Class A
1.11%, 11/15/18(a)

      44        43,177   

Drive Auto Receivables Trust

     

Series 2015-BA, Class A2A
0.93%, 12/15/17(a)

      68        68,417   

Series 2015-CA, Class A2A
1.03%, 2/15/18(a)

      59        58,954   

Series 2015-DA, Class A2A
1.23%, 6/15/18(a)

      103        102,894   

Enterprise Fleet Financing LLC

     

Series 2014-2, Class A2
1.05%, 3/20/20(a)

      152        150,926   
     

Series 2015-1, Class A2
1.30%, 9/20/20(a)

    U.S.$        263      $ 262,072   

Exeter Automobile Receivables Trust

     

Series 2014-1A, Class A
1.29%, 5/15/18(a)

      13        13,069   

Series 2014-2A, Class A
1.06%, 8/15/18(a)

      18        18,258   

Fifth Third Auto Trust
Series 2014-3, Class A4
1.47%, 5/17/21

      165        163,612   

Flagship Credit Auto Trust
Series 2013-1, Class A
1.32%, 4/16/18(a)

      9        8,851   

Ford Credit Auto Lease Trust
Series 2014-B, Class A3
0.89%, 9/15/17

      144        143,834   

Ford Credit Auto Owner Trust

     

Series 2012-D, Class B
1.01%, 5/15/18

      100        99,553   

Series 2014-2, Class A
2.31%, 4/15/26(a)

      257        256,401   

Ford Credit Floorplan Master Owner Trust
Series 2015-2, Class A1
1.98%, 1/15/22

      198        195,099   

GM Financial Automobile Leasing Trust

     

Series 2015-1, Class A2
1.10%, 12/20/17

      222        221,569   

Series 2015-2, Class A3
1.68%, 12/20/18

      232        230,702   

GMF Floorplan Owner Revolving Trust
Series 2015-1, Class A1
1.65%, 5/15/20(a)

      128        127,099   

Harley-Davidson Motorcycle Trust
Series 2015-1, Class A3
1.41%, 6/15/20

      137        136,226   

Hertz Vehicle Financing LLC

     

Series 2013-1A, Class A1
1.12%, 8/25/17(a)

      175        174,610   

Series 2013-1A, Class A2
1.83%, 8/25/19(a)

      485        481,311   

Hyundai Auto Lease Securitization Trust

     

Series 2015-A, Class A2
1.00%, 10/16/17(a)

      161        161,149   

Series 2015-B, Class A3
1.40%, 11/15/18(a)

      126        125,750   

Mercedes Benz Auto Lease Trust
Series 2015-B, Class A3
1.34%, 7/16/18

      128        127,345   

Nissan Auto Lease Trust
Series 2015-A, Class A3
1.40%, 6/15/18

      202        201,607   

 

10


    AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Santander Drive Auto Receivables Trust

     

Series 2014-2, Class A3
0.80%, 4/16/18

    U.S.$        124      $ 123,728   

Series 2015-3, Class A2A
1.02%, 9/17/18

      105        105,377   

Series 2015-4,Class A2A
1.20%, 12/17/18

      116        115,686   

TCF Auto Receivables Owner Trust
Series 2015-1A, Class A2
1.02%, 8/15/18(a)

      151        150,599   

Westlake Automobile Receivables Trust
Series 2015-3A, Class A2A
1.42%, 5/17/21(a)

      110        109,764   
     

 

 

 
        6,070,764   
     

 

 

 

CREDIT CARDS–FIXED RATE–2.5%

  

   

American Express Credit Account Master Trust
Series 2014-2, Class A
1.26%, 1/15/20

      161        160,901   

Barclays Dryrock Issuance Trust

     

Series 2014-3, Class A
2.41%, 7/15/22

      320        322,588   

Series 2015-2, Class A
1.56%, 3/15/21

      183        182,960   

Discover Card Execution Note Trust
Series 2015-A2, Class A
1.90%, 10/17/22

      242        238,149   

Synchrony Credit Card Master Note Trust

     

Series 2012-2, Class A
2.22%, 1/15/22

      232        232,622   

Series 2015-3, Class A
1.74%, 9/15/21

      173        171,634   

World Financial Network Credit Card Master Trust
Series 2012-B, Class A
1.76%, 5/17/21

      190        190,161   

Series 2015-B,Class A
2.55%, 6/17/24

      113        113,200   
     

 

 

 
        1,612,215   
     

 

 

 

AUTOS–FLOATING RATE–1.7%

  

   

BMW Floorplan Master Owner Trust
Series 2015-1A, Class A
0.831%, 7/15/20(a)(c)

      214        213,470   

GE Dealer Floorplan Master Note Trust

     

Series 2014-1, Class A
0.782%, 7/20/19(c)

      120        119,831   

Series 2015-1, Class A
0.902%, 1/20/20(c)

      227        225,415   
     

Hertz Fleet Lease Funding LP
Series 2013-3, Class A
0.843%, 12/10/27(a)(c)

    U.S.$        84      $ 83,839   

Navistar Financial Dealer Note Master Trust
Series 2014-1, Class A
1.172%, 10/25/19(a)(c)

      197        196,395   

NCF Dealer Floorplan Master Trust
Series 2014-1A, Class A
1.902%, 10/20/20(a)(c)

      197        197,000   

Volkswagen Credit Auto Master Trust Series 2014-1A, Class A1
0.752%, 7/22/19(a)(c)

      70        69,222   
     

 

 

 
        1,105,172   
     

 

 

 

OTHER ABS–FIXED RATE–1.4%

  

   

Ascentium Equipment Receivables LLC

     

Series 2015-2A, Class A1
1.00%, 11/10/16(a)

      192        192,463   

CIT Equipment Collateral

     

Series 2014-VT1, Class A2
0.86%, 5/22/17(a)

      146        145,608   

CNH Equipment Trust

     

Series 2014-B, Class A4
1.61%, 5/17/21

      101        100,283   

Series 2015-A, Class A4
1.85%, 4/15/21

      134        132,839   

Dell Equipment Finance Trust

     

Series 2015-1, Class A3
1.30%, 3/23/20(a)

      119        118,082   

Series 2015-2, Class A2A
1.42%, 12/22/17(a)

      103        102,653   

SBA Tower Trust
3.156%, 10/15/20(a)

      147        144,614   
     

 

 

 
        936,542   
     

 

 

 

CREDIT CARDS–FLOATING RATE–1.2%

   

   

Cabela’s Credit Card Master Note Trust

     

Series 2014-1, Class A
0.681%, 3/16/20(c)

      205        204,608   

Discover Card Execution Note Trust

     

Series 2015-A1, Class A1
0.681%, 8/17/20(c)

      263        262,455   

World Financial Network Credit Card Master Trust

     

Series 2014-A, Class A
0.711%, 12/15/19(c)

      185        185,025   

Series 2015-A, Class A
0.811%, 2/15/22(c)

      150        149,094   
     

 

 

 
        801,182   
     

 

 

 

 

11


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

HOME EQUITY LOANS–FIXED RATE–0.1%

   

   

Credit-Based Asset Servicing and Securitization LLC
Series 2003-CB1, Class AF
3.95%, 1/25/33

  U.S.$          77      $ 77,194   
     

 

 

 

HOME EQUITY LOANS–FLOATING RATE–0.1%

   

   

Asset Backed Funding Certificates Trust
Series 2003-WF1, Class A2
1.547%, 12/25/32(c)

      38        36,629   
     

 

 

 

Total Asset-Backed Securities
(cost $10,677,556)

        10,639,698   
     

 

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES–10.5%

   

   

NON-AGENCY FIXED RATE CMBS–9.4%

   

   

Banc of America Commercial Mortgage Trust
Series 2007-4, Class A1A
5.774%, 2/10/51

      336        349,266   

Series 2007-5, Class AM
5.772%, 2/10/51

      78        80,699   

Bear Stearns Commercial Mortgage Securities Trust
Series 2006-PW13, Class AJ
5.611%, 9/11/41

      108        109,329   

BHMS Mortgage Trust
Series 2014-ATLS, Class AFX
3.601%, 7/05/33(a)

      200        202,335   

CGRBS Commercial Mortgage Trust
Series 2013-VN05, Class A
3.369%, 3/13/35(a)

      260        261,073   

Citigroup Commercial Mortgage Trust
Series 2006-C4, Class A1A
5.811%, 3/15/49

      69        69,068   

Series 2015-GC27, Class A5 3.137%, 2/10/48

      144        140,230   

COBALT CMBS Commercial Mortgage Trust
Series 2007-C3, Class A4
5.766%, 5/15/46

      163        169,014   

Commercial Mortgage Trust
Series 2006-C8, Class A1A
5.292%, 12/10/46

      236        241,781   

Series 2006-C8, Class A4
5.306%, 12/10/46

      174        176,973   

Series 2007-GG9, Class A4 5.444%, 3/10/39

      427        436,943   

Series 2013-SFS, Class A1 1.873%, 4/12/35(a)

      100        97,402   

Credit Suisse Commercial Mortgage Trust
Series 2007-C3, Class AM
5.699%, 6/15/39

      95        96,374   
     

CSAIL Commercial Mortgage Trust
Series 2015-C3, Class A4
3.718%, 8/15/48

    U.S.$        189      $ 192,720   

DBUBS Mortgage Trust
Series 2011-LC1A, Class E
5.663%, 11/10/46(a)

      100        105,348   

Extended Stay America Trust
Series 2013-ESH7, Class A17
2.295%, 12/05/31(a)

      180        179,587   

GS Mortgage Securities Corp. II
Series 2013-KING, Class A
2.706%, 12/10/27(a)

      257        258,729   

GS Mortgage Securities Trust
Series 2007-GG10, Class A4
5.795%, 8/10/45

      116        119,092   

Series 2013-G1, Class A2
3.557%, 4/10/31(a)

      136        136,597   

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2006-LDP9, Class AM
5.372%, 5/15/47

      76        76,874   

Series 2007-LDPX, Class A1A
5.439%, 1/15/49

      130        133,561   

Series 2010-C2, Class A1
2.749%, 11/15/43(a)

      14        13,830   

Series 2011-C5, Class D
5.323%, 8/15/46(a)

      100        103,004   

JPMBB Commercial Mortgage Securities Trust
Series 2015-C31, Class A3
3.801%, 8/15/48

      206        211,399   

LB-UBS Commercial Mortgage Trust
Series 2006-C6, Class AJ
5.452%, 9/15/39

      52        52,100   

Merrill Lynch Mortgage Trust
Series 2006-C2, Class A1A
5.739%, 8/12/43

      146        147,872   

Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-4, Class A1A
5.166%, 12/12/49

      260        265,295   

Series 2007-9, Class A4
5.70%, 9/12/49

      1,074        1,117,380   

UBS-Barclays Commercial Mortgage Trust
Series 2012-C3, Class A4
3.091%, 8/10/49

      60        59,612   

Series 2012-C4, Class A5
2.85%, 12/10/45

      112        109,977   

Wachovia Bank Commercial Mortgage Trust
Series 2006-C26, Class A1A
6.009%, 6/15/45

      83        83,745   

WF-RBS Commercial Mortgage Trust
Series 2013-C14, Class A5
3.337%, 6/15/46

      233        234,951   

 

12


    AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Series 2014-C20, Class A2
3.036%, 5/15/47

    U.S.$        125      $ 127,994   
     

 

 

 
        6,160,154   
     

 

 

 

NON-AGENCY FLOATING RATE CMBS–1.1%

     

Commercial Mortgage Trust
Series 2014-KYO, Class A
1.201%, 6/11/27(a)(c)

      102        100,381   

Series 2014-SAVA, Class A
1.481%, 6/15/34(a)(c)

      54        54,039   

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2014-INN, Class A
1.251%, 6/15/29(a)(c)

      201        199,936   

PFP III Ltd.
Series 2014-1, Class A
1.515%, 6/14/31(a)(c)

      63        63,093   

Resource Capital Corp., Ltd.
Series 2014-CRE2, Class A
1.401%, 4/15/32(a)(c)

      81        81,137   

Starwood Retail Property Trust
Series 2014-STAR, Class A
1.551%, 11/15/27(a)(c)

      196        193,769   
     

 

 

 
        692,355   
     

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $6,983,040)

        6,852,509   
     

 

 

 

GOVERNMENTS–TREASURIES–6.7%

   

   

BRAZIL–0.4%

     

Brazil Notas do Tesouro Nacional
Series F
10.00%, 1/01/17

    BRL        1,030        247,568   
     

 

 

 

CANADA–1.0%

     

Canadian Government Bond 2.25%, 6/01/25

    CAD        870        675,779   
     

 

 

 

UNITED KINGDOM–0.8%

     

United Kingdom Gilt
3.75%, 9/07/21(a)

    GBP        320        530,797   
     

 

 

 

UNITED STATES–4.5%

     

U.S. Treasury Bonds
2.875%, 8/15/45

    U.S.$        230        223,378   

3.00%, 11/15/45

      65        64,406   

3.625%, 8/15/43–2/15/44

      845        951,612   

6.25%, 5/15/30

      386        559,105   

U.S. Treasury Notes
1.375%, 10/31/20

      422        414,549   

1.50%, 8/31/18

      115        115,764   

2.25%, 11/15/24

      171        170,813   

2.375%, 8/15/24

      199        201,480   

2.50%, 8/15/23

      215        220,585   
     

 

 

 
        2,921,692   
     

 

 

 

Total Governments–Treasuries (cost $4,550,420)

        4,375,836   
     

 

 

 
     

COLLATERALIZED MORTGAGE OBLIGATIONS–5.9%

   

   

GSE RISK SHARE FLOATING RATE–3.5%

   

   

Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2014-DN3, Class M2
2.822%, 8/25/24(c)

    U.S.$        334      $ 335,011   

Series 2014-DN4, Class M3
4.972%, 10/25/24(c)

      250        248,010   

Series 2014-HQ3, Class M2
3.072%, 10/25/24(c)

      250        251,765   

Series 2015-DNA1, Class M3
3.722%, 10/25/27(c)

      250        236,977   

Series 2015-HQA1, Class M2
3.072%, 3/25/28(c)

      250        246,917   

Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C03, Class 1M1
1.622%, 7/25/24(c)

      49        48,937   

Series 2014-C04, Class 1M2
5.322%, 11/25/24(c)

      169        168,515   

Series 2014-C04, Class 2M2
5.422%, 11/25/24(c)

      65        65,154   

Series 2015-C01, Class 1M2
4.722%, 2/25/25(c)

      95        91,628   

Series 2015-C01, Class 2M2
4.972%, 2/25/25(c)

      71        71,744   

Series 2015-C02, Class 2M2
4.422%, 5/25/25(c)

      130        123,085   

Series 2015-C03, Class 1M2
5.422%, 7/25/25(c)

      60        59,691   

Series 2015-C03, Class 2M2
5.422%, 7/25/25(c)

      105        104,275   

Series 2015-C04, Class 2M2
5.972%, 4/25/28(c)

      138        138,237   

Wells Fargo Credit Risk Transfer Securities Trust

     

Series 2015-WF1, Class 1M2
5.447%, 11/25/25(a)(c)

      48        48,068   

Series 2015-WF1, Class 2M2
5.697%, 11/25/25(a)(c)

      21        20,596   
     

 

 

 
        2,258,610   
     

 

 

 

NON-AGENCY FIXED RATE–1.8%

  

   

Alternative Loan Trust
Series 2005-20CB, Class 3A6
5.50%, 7/25/35

      30        28,357   

Series 2005-57CB, Class 4A3
5.50%, 12/25/35

      69        61,760   

Series 2006-23CB, Class 1A7
6.00%, 8/25/36

      39        37,820   

Series 2006-28CB, Class A14
6.25%, 10/25/36

      75        63,377   

Series 2006-9T1, Class A1
5.75%, 5/25/36

      46        38,625   

 

13


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

Series 2006-J1, Class 1A13
5.50%, 2/25/36

    U.S.$        67      $ 60,258   

Series 2007-2CB, Class 2A4
5.75%, 3/25/37

      60        52,440   

Chase Mortgage Finance Trust
Series 2007-S5, Class 1A17
6.00%, 7/25/37

      35        29,345   

Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
2.626%, 5/25/35

      88        82,827   

Countrywide Alternative Loan Trust
Series 2006-24CB, Class A16
5.75%, 6/25/36

      109        97,114   

Countrywide Home Loan Mortgage Pass-Through Trust
Series 2006-10, Class 1A8
6.00%, 5/25/36

      57        52,215   

Series 2006-13, Class 1A18
6.25%, 9/25/36

      83        74,979   

Series 2006-13, Class 1A19
6.25%, 9/25/36

      30        27,037   

Series 2007-HYB2, Class 3A1
2.704%, 2/25/47

      135        120,415   

First Horizon Alternative Mortgage Securities Trust
Series 2006-FA3, Class A9
6.00%, 7/25/36

      105        85,570   

JP Morgan Alternative Loan Trust
Series 2006-A3, Class 2A1
2.815%, 7/25/36

      205        171,024   

JP Morgan Mortgage Trust
Series 2007-S3, Class 1A8
6.00%, 8/25/37

      49        42,986   

Wells Fargo Mortgage Backed Securities Trust
Series 2007-8, Class 2A5
5.75%, 7/25/37

      41        40,245   
     

 

 

 
        1,166,394   
     

 

 

 

NON-AGENCY FLOATING RATE–0.5%

   

   

Deutsche Alt-A Securities Mortgage Loan Trust
Series 2006-AR4, Class A2
0.612%, 12/25/36(c)

      190        118,246   

HomeBanc Mortgage Trust
Series 2005-1, Class A1
0.672%, 3/25/35(c)

      88        75,333   

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2015-SGP, Class A
2.031%, 7/15/36 (a)(c)

      138        137,793   
     

 

 

 
        331,372   
     

 

 

 
     

AGENCY FIXED RATE–0.1%

  

   

Federal National Mortgage Association Grantor Trust
Series 2004-T5, Class AB4
0.837%, 5/28/35

  U.S.$          50      $ 42,759   

Federal National Mortgage Association REMICS
Series 2010-117, Class DI 4.50%, 5/25/25(d)

      464        48,561   
     

 

 

 
        91,320   
     

 

 

 

Total Collateralized Mortgage Obligations
(cost $3,961,928)

        3,847,696   
     

 

 

 

CORPORATES–NON-INVESTMENT GRADE–5.2%

   

   

INDUSTRIAL–2.8%

     

BASIC–0.4%

     

Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B 7.375%, 5/01/21(a)

      150        158,156   

Novelis, Inc.
8.375%, 12/15/17

      18        17,505   

Teck Resources Ltd.
4.50%, 1/15/21

      165        84,150   
     

 

 

 
        259,811   
     

 

 

 

CAPITAL GOODS–0.1%

     

Manitowoc Co., Inc. (The)
8.50%, 11/01/20

      25        25,875   

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu
5.75%, 10/15/20

      61        62,049   
     

 

 

 
        87,924   
     

 

 

 

COMMUNICATIONS–MEDIA–0.7%

  

   

Arqiva Broadcast Finance PLC
9.50%, 3/31/20(a)

    GBP        100        159,214   

CSC Holdings LLC
8.625%, 2/15/19

    U.S.$        29        30,885   

Quebecor Media, Inc.
5.75%, 1/15/23

      75        75,562   

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH
5.50%, 1/15/23(a)

      200        199,500   
     

 

 

 
        465,161   
     

 

 

 

COMMUNICATIONS–
TELECOMMUNICATIONS–0.6%

   

   

Numericable-SFR SAS
5.375%, 5/15/22(a)

    EUR        120        133,018   

Sprint Capital Corp.
6.90%, 5/01/19

    U.S.$        210        171,150   

Windstream Services LLC
6.375%, 8/01/23

      80        57,600   
     

 

 

 
        361,768   
     

 

 

 

 

14


    AB Variable Products Series Fund

 

   

Principal
Amount
(000)

    U.S. $ Value  
     

CONSUMER CYCLICAL–OTHER–0.1%

   

   

KB Home
4.75%, 5/15/19

  U.S.$          63      $ 61,110   
     

 

 

 

CONSUMER CYCLICAL–RETAILERS–0.1%

   

   

CST Brands, Inc.
5.00%, 5/01/23

      75        74,250   
     

 

 

 

CONSUMER NON-CYCLICAL–0.3%

   

   

First Quality Finance Co., Inc.
4.625%, 5/15/21(a)

      85        77,350   

Voyage Care Bondco PLC
6.50%, 8/01/18(a)

    GBP        100        146,683   
     

 

 

 
        224,033   
     

 

 

 

ENERGY–0.3%

     

ONEOK, Inc.
4.25%, 2/01/22

    U.S.$        203        146,160   

SM Energy Co.
6.50%, 1/01/23

      9        6,615   

Transocean, Inc.
6.50%, 11/15/20

      75        51,750   
     

 

 

 
        204,525   
     

 

 

 

TECHNOLOGY–0.2%

     

Advanced Micro Devices, Inc.
6.75%, 3/01/19

      59        42,775   

Audatex North America, Inc.
6.00%, 6/15/21(a)

      73        73,547   
     

 

 

 
        116,322   
     

 

 

 
        1,854,904   
     

 

 

 

FINANCIAL INSTITUTIONS–2.0%

  

   

BANKING–1.6%

     

Bank of America Corp.
Series Z
6.50%, 10/23/24(b)

      49        51,634   

Barclays Bank PLC
6.86%, 6/15/32(a)(b)

      29        33,060   

7.75%, 4/10/23

      200        213,500   

HBOS Capital Funding LP
4.939%, 5/23/16(b)

    EUR        82        90,005   

Intesa Sanpaolo SpA
5.017%, 6/26/24(a)

    U.S.$        202        198,737   

Lloyds Banking Group PLC
7.50%, 6/27/24(b)

      200        213,000   

Royal Bank of Scotland PLC (The)
9.50%, 3/16/22(a)

      12        12,969   

UniCredit Luxembourg Finance SA
6.00%, 10/31/17(a)

      190        198,721   
     

 

 

 
        1,011,626   
     

 

 

 

FINANCE–0.4%

     

AerCap Aviation Solutions BV
6.375%, 5/30/17

      200        207,500   
     

International Lease Finance Corp.
5.875%, 4/01/19

    U.S.$        55      $ 58,300   
     

 

 

 
        265,800   
     

 

 

 
        1,277,426   
     

 

 

 

UTILITY–0.3%

     

ELECTRIC–0.3%

     

AES Corp./VA
7.375%, 7/01/21

      70        71,400   

NRG Energy, Inc.
7.875%, 5/15/21

      70        65,625   

Series WI
6.25%, 5/01/24

      54        45,371   
     

 

 

 
        182,396   
     

 

 

 

NON CORPORATE SECTORS–0.1%

   

   

AGENCIES–GOVERNMENT GUARANTEED–0.1%

   

   

NOVA Chemicals Corp.
5.25%, 8/01/23(a)

      74        73,260   
     

 

 

 

Total Corporates–Non-Investment Grade
(cost $3,738,678)

        3,387,986   
     

 

 

 

INFLATION-LINKED SECURITIES–3.7%

   

   

UNITED STATES–3.7%

     

U.S. Treasury Inflation Index
0.125%, 4/15/19 (TIPS)
(cost $2,498,579)

      2,456        2,441,949   
     

 

 

 

AGENCIES–3.2%

     

UNITED STATES–3.2%

     

Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20
(cost $1,923,585)

      2,292        2,093,572   
     

 

 

 

GOVERNMENTS–SOVEREIGN AGENCIES–1.0%

   

   

BRAZIL–0.2%

     

Petrobras Global Finance BV
5.75%, 1/20/20

      147        115,395   
     

 

 

 

COLOMBIA–0.1%

     

Ecopetrol SA
5.875%, 5/28/45

      57        40,684   
     

 

 

 

GERMANY–0.1%

     

Landwirtschaftliche Rentenbank
5.125%, 2/01/17

      70        73,039   
     

 

 

 

ISRAEL–0.3%

     

Israel Electric Corp. Ltd.
Series 6
5.00%, 11/12/24(a)

      200        203,876   
     

 

 

 

UNITED KINGDOM–0.3%

     

Royal Bank of Scotland Group PLC
7.50%, 8/10/20(b)

      200        208,250   
     

 

 

 

 

15


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

   

Principal
Amount

(000)

          U.S. $ Value  
     

Total Governments–Sovereign Agencies
(cost $673,555)

      $ 641,244   
     

 

 

 

QUASI-SOVEREIGNS–0.9%

  

   

QUASI-SOVEREIGN BONDS–0.9%

  

   

CHILE–0.6%

     

Corp. Nacional del Cobre de Chile
4.50%, 9/16/25(a)

  U.S.$          200        188,337   

Empresa de Transporte de Pasajeros Metro SA
4.75%, 2/04/24(a)

      210        215,451   
     

 

 

 
        403,788   
     

 

 

 

MEXICO–0.3%

     

Petroleos Mexicanos
3.50%, 7/18/18–1/30/23

      226        204,491   
     

 

 

 

Total Quasi-Sovereigns
(cost $621,706)

        608,279   
     

 

 

 
    Shares        

PREFERRED STOCKS–0.5%

  

   

FINANCIAL INSTITUTIONS–0.5%

  

   

INSURANCE–0.3%

     

Allstate Corp. (The)
5.10%

      7,925        195,668   
     

 

 

 

REITS–0.2%

     

Sovereign Real Estate Investment Trust
12.00%(a)

      93        117,924   
     

 

 

 

Total Preferred Stocks
(cost $299,415)

        313,592   
     

 

 

 
    Principal
Amount

(000)
       

LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.5%

   

   

UNITED STATES–0.5%

     

State of California
Series 2010
7.625%, 3/01/40
(cost $203,178)

    U.S.$        200        291,254   
     

 

 

 
     

GOVERNMENTS–SOVEREIGN BONDS–0.1%

   

   

MEXICO–0.1%

     

Mexico Government International Bond
Series E
5.95%, 3/19/19
(cost $47,027)

    U.S.$        42      $ 46,620   
     

 

 

 

SHORT-TERM INVESTMENTS–3.9%

   

   

GOVERNMENTS–TREASURIES–2.7%

   

   

JAPAN–2.7%

     

Japan Treasury Discount Bill
Series 564
Zero Coupon, 1/25/16
(cost $1,766,420)

    JPY        210,000        1,747,167   
     

 

 

 

TIME DEPOSIT–1.2%

     

State Street Time Deposit
0.01%, 1/04/16
(cost $793,949)

    U.S.$        794        793,949   
     

 

 

 

Total Short-Term Investments
(cost $2,560,369)

        2,541,116   
     

 

 

 

TOTAL INVESTMENTS–103.1%
(cost $67,840,437)

        67,242,523   

Other assets less
liabilities–(3.1)%

        (2,007,063
     

 

 

 

NET ASSETS–100.0%

      $ 65,235,460   
     

 

 

 

FUTURES (see Note D)

 

Type   Number of
Contracts
    Expiration
Month
   

Original

Value

     Value at
December 31,
2015
    Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

          

U.S. T-Note 2 Yr (CBT) Futures

    25        March 2016      $ 5,438,455       $ 5,430,859      $ (7,596

U.S. T-Note 5 Yr (CBT) Futures

    92        March 2016          10,913,454           10,885,469        (27,985

U.S. Ultra Bond (CBT) Futures

    21        March 2016        3,306,547         3,332,438        25,891   

Sold Contracts

          

EURO-BOBL Futures

    18        March 2016        2,579,323         2,556,101          23,222   

U.S. T-Note 10 Yr (CBT) Futures

    31        March 2016        3,910,955         3,903,094        7,861   
          

 

 

 
           $ 21,393   
          

 

 

 

 

16


    AB Variable Products Series Fund

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty  

Contracts to

Deliver

(000)

    

In Exchange

For

(000)

     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

Bank of America, NA

  JPY     88,000       USD     714         2/19/16       $ (19,088

Citibank

  GBP     577       USD     874         1/28/16         23,104   

Goldman Sachs Bank USA

  BRL     1,082       USD     235         1/04/17         (8,288

HSBC Bank USA

  JPY     89,000       USD     722         1/08/16         (18,710

HSBC Bank USA

  SGD     1,479       USD     1,052         1/08/16         9,428   

HSBC Bank USA

  CAD     895       USD     673         1/14/16         25,609   

JPMorgan Chase Bank

  JPY     118,000       USD     962         1/19/16         (20,076

JPMorgan Chase Bank

  JPY     125,000       USD     1,048         3/25/16         6,181   

Morgan Stanley & Co., Inc.

  EUR     475       USD     517         1/27/16         (230

Morgan Stanley & Co., Inc.

  USD     518       EUR     487         1/27/16            12,467   

Royal Bank of Scotland PLC

  TWD     16,796       USD     513         1/29/16         4,652   

Standard Chartered Bank

  USD     291       SGD     413         1/08/16         313   

Standard Chartered Bank

  USD     251       SGD     356         1/08/16         (175

Standard Chartered Bank

  USD     167       INR     11,194         1/22/16         1,799   

State Street Bank & Trust Co.

  EUR     1,157       USD     1,229         1/27/16         (28,331

State Street Bank & Trust Co.

  USD     846       JPY     103,155         2/10/16         13,095   
              

 

 

 
               $ 1,750   
              

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 

Clearing Broker/(Exchange) &

Referenced Obligation

 

Fixed

Rate

(Pay)
Receive

    Implied
Credit
Spread at
December 31,
2015
    Notional
Amount
(000)
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

         

Morgan Stanley & Co., LLC/(INTRCONX):

         

CDX-NAHY Series 23, 5 Year Index, 12/20/19*

    5.00     3.51   $   202      $ 10,996      $ 3,163   

CDX-NAHY Series 25, 5 Year Index, 12/20/20*

    5.00        4.73        858        10,999        8,715   
       

 

 

   

 

 

 
        $   21,995      $   11,878   
       

 

 

   

 

 

 

 

*   Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

 

                Rate Type        
Clearing Broker/(Exchange)  

Notional

Amount
(000)

    Termination
Date
    Payments
made by
the Fund
    Payments
received by
the Fund
    Unrealized
Appreciation/
(Depreciation)
 

Morgan Stanley & Co., LLC/(CME Group)

  CAD    3,560        3/10/17        0.973     3 Month CDOR      $ (7,323

Morgan Stanley & Co., LLC/(CME Group)

  AUD  4,720        3/11/17        2.140     3 Month BBSW        2,698   

Morgan Stanley & Co., LLC/(CME Group)

  CAD  3,260        6/05/17        1.054     3 Month CDOR        (9,137

Morgan Stanley & Co., LLC/(CME Group)

  NZD  6,420        6/09/17        3.366     3 Month BKBM          (36,241

Morgan Stanley & Co., LLC/(CME Group)

  AUD  4,100        6/09/17        2.218     3 Month BBSW        (1,759

 

17


INTERMEDIATE BOND PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

                Rate Type        
Clearing Broker/(Exchange)  

Notional

Amount
(000)

    Termination
Date
    Payments
made by
the Fund
    Payments
received by
the Fund
    Unrealized
Appreciation/
(Depreciation)
 

Morgan Stanley & Co., LLC/(CME Group)

  AUD    2,250        10/30/17        1.915     3 Month BBSW      $ 7,827   

Morgan Stanley & Co., LLC/(CME Group)

  GBP  661        6/05/20        6 Month LIBOR        1.651     6,184   

Morgan Stanley & Co., LLC/(CME Group)

  $ 380        6/25/21        2.243     3 Month LIBOR        (9,392

Morgan Stanley & Co., LLC/(CME Group)

    530        1/14/24        2.980     3 Month LIBOR        (44,670

Morgan Stanley & Co., LLC/(CME Group)

    650        4/28/24        2.817     3 Month LIBOR        (41,233

Morgan Stanley & Co., LLC/(CME Group)

  AUD  720        3/11/25        6 Month BBSW        2.973     (1,284

Morgan Stanley & Co., LLC/(CME Group)

  NZD  750        6/09/25        3 Month BKBM        4.068     15,036   

Morgan Stanley & Co., LLC/(CME Group)

  AUD   440        6/09/25        6 Month BBSW        3.384     8,919   

Morgan Stanley & Co., LLC/(CME Group)

  $ 740        11/10/25        2.256     3 Month LIBOR        (7,622

Morgan Stanley & Co., LLC/(CME Group)

  GBP  110        6/05/45        2.396     6 Month LIBOR        (8,870
         

 

 

 
          $   (126,867
         

 

 

 

CREDIT DEFAULT SWAPS (see Note D)

 

Swap Counterparty &

Referenced Obligation

   Fixed
Rate
(Pay)
Receive
    Implied
Credit
Spread at
December 31,
2015
     Notional
Amount
(000)
     Market
Value
     Upfront
Premiums
Paid
(Received)
     Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

                

Citibank, NA:

                

Advanced Micro Devices, Inc.,
7.75%, 8/01/20, 3/20/19*

     (5.00 )%      11.27    $ 58       $ 9,217       $ 3,338       $ 5,879   

Sprint Communications, Inc.,
8.375%, 8/15/17, 6/20/19*

     (5.00     9.61         98         12,340         (4,178      16,518   

Sprint Communications, Inc.,
8.375%, 8/15/17, 6/20/19*

     (5.00     9.61           112         14,104         (4,950      19,054   

Sale Contracts

                

Credit Suisse International:

                

Anadarko Petroleum Corp.,
5.95%, 9/15/16, 9/20/17*

     1.00        1.17         270         (1,139      (3,268      2,129   

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

     1.00        0.83         25         119         (232      351   

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

     1.00        0.83         10         48         (95      143   

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

     1.00        0.83         10         50         (97      147   

Kohl’s Corp.,
6.25% 12/15/17, 6/20/19*

     1.00        0.83         15         71         (125      196   
          

 

 

    

 

 

    

 

 

 
           $   34,810       $   (9,607    $   44,417   
          

 

 

    

 

 

    

 

 

 

 

*   Termination date

 

18


    AB Variable Products Series Fund

 

INFLATION (CPI) SWAPS (see Note D)

 

                   Rate Type         
Swap Counterparty    Notional
Amount
(000)
     Termination
Date
     Payments
made by
the Fund
     Payments
received by
the Fund
     Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

   $   1,120         3/04/16         CPI      1.170    $   3,696   

 

#   Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

INTEREST RATE SWAPS (see Note D)

 

                   Rate Type         
Swap Counterparty    Notional
Amount
(000)
     Termination
Date
     Payments
made by
the Fund
     Payments
received by
the Fund
     Unrealized
Appreciation/
(Depreciation)
 

JPMorgan Chase Bank, NA

   $   1,390         1/30/17         1.059      3 Month LIBOR       $ (8,174

JPMorgan Chase Bank, NA

     1,520         2/07/22         2.043      3 Month LIBOR         (28,964
              

 

 

 
               $   (37,138
              

 

 

 

 

 

(a)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $13,921,054 or 21.3% of net assets.

 

(b)   Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

 

(c)   Floating Rate Security. Stated interest rate was in effect at December 31, 2015.

 

(d)   IO—Interest Only

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

INR—Indian Rupee

JPY—Japanese Yen

NZD—New Zealand Dollar

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

BA—Banker’s Acceptance

BBSW—Bank Bill Swap Reference Rate (Australia)

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-NAHY—North American High Yield Credit Default Swap Index

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

 

19


INTERMEDIATE BOND PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value (cost $67,840,437)

   $ 67,242,523   

Cash

     7,335   

Cash collateral due from broker

     347,584   

Foreign currencies, at value (cost $1,725,660)

     1,754,599   

Interest and dividends receivable

     394,813   

Unrealized appreciation on forward currency exchange contracts

     96,648   

Unrealized appreciation on credit default swaps

     44,417   

Receivable for variation margin on exchange-traded derivatives

     25,770   

Receivable for capital stock sold

     4,169   

Unrealized appreciation on inflation swaps

     3,696   

Upfront premium paid on credit default swaps

     3,338   
  

 

 

 

Total assets

     69,924,892   
  

 

 

 

LIABILITIES

  

Payable for investment securities purchased

     4,327,261   

Unrealized depreciation on forward currency exchange contracts

     94,898   

Unrealized depreciation on interest rate swaps

     37,138   

Payable for capital stock redeemed

     32,647   

Advisory fee payable

     25,266   

Payable for variation margin on exchange-traded derivatives

     19,669   

Upfront premium received on credit default swaps

     12,945   

Administrative fee payable

     12,102   

Distribution fee payable

     3,786   

Transfer Agent fee payable

     99   

Accrued expenses

     123,621   
  

 

 

 

Total liabilities

     4,689,432   
  

 

 

 

NET ASSETS

   $ 65,235,460   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 6,151   

Additional paid-in capital

     63,251,020   

Undistributed net investment income

     1,849,867   

Accumulated net realized gain on investment and foreign currency transactions

     777,830   

Net unrealized depreciation on investments and foreign currency denominated assets and liabilities

     (649,408
  

 

 

 
   $ 65,235,460   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

   $   47,554,587           4,471,591         $   10.63   

B

   $ 17,680,873           1,679,843         $ 10.53   

 

 

 

See notes to financial statements.

 

20


INTERMEDIATE BOND PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Interest

   $ 2,420,310   

Dividends

     21,264   

Other income

     478   
  

 

 

 
     2,442,052   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     322,798   

Distribution fee—Class B

     47,557   

Transfer agency—Class A

     2,998   

Transfer agency—Class B

     1,074   

Custodian

     154,553   

Audit and tax

     76,949   

Administrative

     50,998   

Legal

     29,023   

Printing

     21,972   

Directors’ fees

     21,157   

Miscellaneous

     8,510   
  

 

 

 

Total expenses

     737,589   
  

 

 

 

Net investment income

     1,704,463   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     1,113,192   

Securities sold short

     (10,124

Futures

     (155,331

Options written

     2,004   

Swaps

     (83,210

Foreign currency transactions

     446,870   

Net change in unrealized appreciation/depreciation of:

  

Investments

     (2,844,354

Futures

     18,622   

Swaps

     7,592   

Foreign currency denominated assets and liabilities

     (128,318
  

 

 

 

Net loss on investment and foreign currency transactions

     (1,633,057
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 71,406   
  

 

 

 

 

 

See notes to financial statements.

 

21


 
INTERMEDIATE BOND PORTFOLIO  
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 1,704,463      $ 1,926,517   

Net realized gain on investment transactions and foreign currency transactions

     1,313,401        2,169,193   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (2,946,458     968,568   
  

 

 

   

 

 

 

Net increase in net assets from operations

     71,406        5,064,278   

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (1,846,751     (2,042,058

Class B

     (628,301     (688,955

Net realized gain on investment transactions

    

Class A

     (1,514,588     (786,629

Class B

     (559,008     (290,472

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (6,615,195     (9,226,036
  

 

 

   

 

 

 

Total decrease

     (11,092,437     (7,969,872

NET ASSETS

    

Beginning of period

     76,327,897        84,297,769   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $1,849,867 and $2,091,439, respectively)

   $ 65,235,460      $ 76,327,897   
  

 

 

   

 

 

 

 

 

 

See notes to financial statements.

 

22


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Intermediate Bond Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Intermediate Bond Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

 

23


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

 

24


    AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

      Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

  

Corporates—Investment Grade

   $ –0 –    $ 17,424,790      $ –0 –    $ 17,424,790   

Mortgage Pass-Throughs

     –0 –      11,736,382        –0 –      11,736,382   

Asset-Backed Securities

     –0 –      9,589,333        1,050,365        10,639,698   

Commercial Mortgage-Backed Securities

     –0 –      6,109,689        742,820        6,852,509   

Governments—Treasuries

     –0 –      4,375,836        –0 –      4,375,836   

Collateralized Mortgage Obligations

     –0 –      229,113        3,618,583        3,847,696   

Corporates—Non-Investment Grade

     –0 –      3,387,986        –0 –      3,387,986   

Inflation-Linked Securities

     –0 –      2,441,949        –0 –      2,441,949   

Agencies

     –0 –      2,093,572        –0 –      2,093,572   

Governments—Sovereign Agencies

     –0 –      641,244        –0 –      641,244   

Quasi-Sovereigns

     –0 –      608,279        –0 –      608,279   

Preferred Stocks

     195,668        117,924        –0 –      313,592   

Local Governments—Municipal Bonds

     –0 –      291,254        –0 –      291,254   

Governments—Sovereign Bonds

     –0 –      46,620        –0 –      46,620   

Short-Term Investments:

      

Governments—Treasuries

     –0 –      1,747,167        –0 –      1,747,167   

Time Deposit

     –0 –      793,949        –0 –      793,949   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     195,668        61,635,087        5,411,768        67,242,523   

Other Financial Instruments*:

        

Assets:

      

Futures

     56,974        –0 –      –0 –      56,974

Forward Currency Exchange Contracts

     –0 –      96,648        –0 –      96,648   

Centrally Cleared Credit Default Swaps

     –0 –      11,878        –0 –      11,878

Centrally Cleared Interest Rate Swaps

     –0 –      40,664        –0 –      40,664

Credit Default Swaps

     –0 –      44,417        –0 –      44,417   

Inflation (CPI) Swaps

     –0 –      3,696        –0 –      3,696   

Liabilities:

      

Futures

     (35,581     –0 –      –0 –      (35,581 )# 

Forward Currency Exchange Contracts

     –0 –      (94,898     –0 –      (94,898

Centrally Cleared Interest Rate Swaps

     –0 –      (167,531     –0 –      (167,531 )# 

Interest Rate Swaps

     –0 –      (37,138     –0 –      (37,138
  

 

 

   

 

 

   

 

 

   

 

 

 

Total+

   $ 217,061      $ 61,532,823      $ 5,411,768      $ 67,161,652   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

+   There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

25


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

     Asset-
Backed
Securities
    Commercial
Mortgage-
Backed
Securities
    Collateralized
Mortgage
Obligations
 

Balance as of 12/31/14

   $ 1,289,761      $ 292,194      $ 3,033,170   

Accrued discounts/(premiums)

     2,551        (1,448     10,122   

Realized gain (loss)

     (11,151     (25     (37,634

Change in unrealized appreciation/depreciation

     2,770        (23,535     7,305   

Purchases/Payups

     720,582        475,962        1,609,529   

Sales/Paydowns

     (714,380     (328     (1,003,909

Transfers in to Level 3

     –0 –      –0 –      –0 – 

Transfers out of Level 3

     (239,768     –0 –      –0 – 
  

 

 

   

 

 

   

 

 

 

Balance as of 12/31/15

   $ 1,050,365      $ 742,820      $ 3,618,583   
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15 *

   $ (4,611   $ (23,535   $ (31,405
  

 

 

   

 

 

   

 

 

 
     Warrants^     Total        

Balance as of 12/31/14

   $ –0 –    $ 4,615,125     

Accrued discounts/(premiums)

     –0 –      11,225     

Realized gain (loss)

     –0 –      (48,810  

Change in unrealized appreciation/depreciation

     –0 –      (13,460  

Purchases/Payups

     –0 –      2,806,073     

Sales/Paydowns

     –0 –      (1,718,617  

Transfers in to Level 3

     –0 –      –0 –   

Transfers out of Level 3

     –0 –      (239,768  
  

 

 

   

 

 

   

Balance as of 12/31/15

   $ –0 –    $ 5,411,768  
  

 

 

   

 

 

   

Net change in unrealized appreciation/depreciation from investments held as of 12/31/15 *

   $ –0 –    $ (59,551  
  

 

 

   

 

 

   

 

^   The Portfolio held warrants with zero market value that were expired during the reporting period.

 

+   There were de minimis transfers under 1% of net assets during the reporting period.

 

*   The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

As of December 31, 2015, all Level 3 securities were priced by third party vendors.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

 

26


    AB Variable Products Series Fund

 

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

 

27


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,998.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $1,473, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $ 18,456,175       $ 14,788,185   

U.S. government securities

     158,006,136         172,617,623   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, swaps and foreign currency transactions) are as follows:

 

Cost

   $ 67,847,745   
  

 

 

 

Gross unrealized appreciation

     1,131,264   

Gross unrealized depreciation

     (1,736,486
  

 

 

 

Net unrealized depreciation

   $ (605,222
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in

 

28


    AB Variable Products Series Fund

 

the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2015, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

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 the 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 written options

 

29


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. 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. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held written options for hedging and non-hedging purposes.

For the year ended December 31, 2015, the Portfolio had the following transactions in written options:

 

     Number of
Contracts
     Premiums
Received
 

Options written outstanding as of 12/31/14

     –0 –     $ –0 – 

Options written

     850,000         2,010   

Options expired

     (850,000      (2,010

Options bought back

     –0 –       –0 – 

Options exercised

     –0 –       –0 – 
  

 

 

    

 

 

 

Options written outstanding as of 12/31/15

     –0 –     $ –0 – 
  

 

 

    

 

 

 

 

   

Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

 

30


    AB Variable Products Series Fund

 

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended December 31, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swaps are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended December 31, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

 

31


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities
Location

  Fair Value    

Statement of
Assets and Liabilities
Location

  Fair Value  

Interest rate contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 97,638   Receivable/Payable for variation margin on exchange-traded derivatives   $ 203,112

Credit contracts

  Receivable/Payable for variation margin on exchange-traded derivatives     11,878    

 

32


    AB Variable Products Series Fund

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities
Location

  Fair Value    

Statement of
Assets and Liabilities
Location

  Fair Value  

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts   $ 96,648      Unrealized depreciation on forward currency exchange contracts   $ 94,898   

Interest rate contracts

      Unrealized depreciation on interest rate swaps     37,138   

Interest rate contracts

  Unrealized appreciation on inflation swaps     3,696       

Credit contracts

  Unrealized appreciation on credit default swaps     44,417       
   

 

 

     

 

 

 

Total

    $ 254,277        $ 335,148   
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ (155,331   $ 18,622   

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities      225,828        (377,384

Foreign exchange contracts

   Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written      2,004        –0 – 

Interest rate contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      (112,434     (13,172

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      29,224        20,764   
     

 

 

   

 

 

 

Total

      $ (10,709   $ (351,170
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 6,736,585   

Average original value of sale contracts

   $ 4,226,562   

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 1,465,006   

Average principal amount of sale contracts

   $ 8,438,891   

 

33


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Interest Rate Swaps:

  

Average notional amount

   $ 3,631,815   

Inflation Swaps:

  

Average notional amount

   $ 1,120,000 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 14,973,927   

Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 268,000 (b) 

Average notional amount of sale contracts

   $ 415,000   

Centrally Cleared Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 650,563 (c) 

Average notional amount of sale contracts

   $ 1,485,349   

 

(a)   Positions were open for ten months during the year.

 

(b)   Positions were open for seven months during the year.

 

(c)   Positions were open for less than one month during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount of
Derivatives Assets
 

Exchange-Traded Derivatives:

           

Goldman Sachs & Co**

   $ 25,770       $ –0 –    $     –0 –    $             –0 –    $ 25,770   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 25,770       $ –0 –    $ –0 –    $ –0 –    $ 25,770   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Barclays Bank PLC

   $ 3,696       $ –0 –    $ –0 –    $ –0 –    $ 3,696   

Citibank/Citibank, NA

     58,765         –0 –      –0 –      –0 –      58,765   

Credit Suisse International

     288         (288     –0 –      –0 –      –0 – 

HSBC Bank USA

     35,037         (18,710     –0 –      –0 –      16,327   

JPMorgan Chase Bank/JPMorgan Chase Bank, NA

     6,181         (6,181     –0 –      –0 –      –0 – 

Morgan Stanley & Co., Inc.

     12,467         (230     –0 –      –0 –      12,237   

Royal Bank of Scotland PLC

     4,652         –0 –      –0 –      –0 –      4,652   

Standard Chartered Bank

     2,112         (175     –0 –      –0 –      1,937   

State Street Bank & Trust Co.

     13,095         (13,095     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 136,293       $ (38,679   $ –0 –    $ –0 –    $ 97,614
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

34


    AB Variable Products Series Fund

 

Counterparty

   Derivative Liabilities
Subject to a MA
     Derivative
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged
    Net Amount of
Derivatives
Liabilities
 

Exchange-Traded Derivatives:

           

Morgan Stanley & Co., LLC**

   $ 19,669       $ –0 –    $ (19,669   $             –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 19,669       $ –0 –    $ (19,669   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Bank of America, NA

   $ 19,088       $ –0 –    $ –0 –    $ –0 –    $ 19,088   

Credit Suisse International

     1,139         (288     –0 –      –0 –      851   

Goldman Sachs Bank USA

     8,288         –0 –      –0 –      –0 –      8,288   

HSBC Bank USA

     18,710         (18,710     –0 –      –0 –      –0 – 

JPMorgan Chase Bank/JPMorgan Chase Bank, NA

     57,214         (6,181     –0 –      –0 –      51,033   

Morgan Stanley & Co., Inc.

     230         (230     –0 –      –0 –      –0 – 

Standard Chartered Bank

     175         (175     –0 –      –0 –      –0 – 

State Street Bank & Trust Co.

     28,331         (13,095     –0 –      –0 –      15,236   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 133,175       $ (38,679   $ –0 –    $ –0 –    $ 94,496
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. TBA and Dollar Rolls

The Portfolio may invest in TBA mortgage-backed securities. A TBA, or “To Be Announced”, trade represents a contract for the purchase or sale of mortgage-backed securities to be delivered at a future agree-upon date; however, the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. Mortgage pools (including fixed-rate or variable-rate mortgages) guaranteed by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA transactions.

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the year ended December 31, 2015, the Portfolio earned drop income of $228,669 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon

 

35


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the year ended December 31, 2015, the Portfolio had no transactions in reverse repurchase agreements.

5. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Portfolio sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Portfolio is obligated to replace the borrowed securities at their market price at the time of settlement. The Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. The Portfolio is liable to the buyer for any dividends/interest payable on securities while those securities are in a short position. These dividends/interest are recorded as an expense of the Portfolio. Short sales by the Portfolio involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested. For the year ended December 31, 2015, the portfolio had no short sales.

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    195,721        146,845        $ 2,249,979      $ 1,679,669   

Shares issued in reinvestment of dividends and distributions

    314,732        252,111          3,361,339        2,828,687   

Shares redeemed

    (1,002,381     (948,062       (11,220,799     (10,850,612
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (491,928     (549,106     $ (5,609,481   $ (6,342,256
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    68,692        206,267        $ 754,645      $ 2,332,924   

Shares issued in reinvestment of dividends and distributions

    112,222        88,078          1,187,309        979,427   

Shares redeemed

    (268,223     (548,694       (2,947,668     (6,196,131
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (87,309     (254,349     $ (1,005,714   $ (2,883,780
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise. For example, a fixed-income security with a duration of three years will decrease in value by approximately 3% if interest rates increase by 1%.

 

36


    AB Variable Products Series Fund

 

Below Investment Grade Securities—Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and less secondary market liquidity.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater if the Portfolio invests a significant portion of its assets in fixed-income securities with longer maturities.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Prepayment Risk—The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

 

37


INTERMEDIATE BOND PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE H: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 3,320,511         $ 2,731,013   

Net long-term capital gains

       1,228,137           1,077,101   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 4,548,648         $ 3,808,114   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

     $ 2,674,769   

Accumulated capital and other losses

       (3,710 )(a) 

Unrealized appreciation/(depreciation)

       (692,770 )(b) 
    

 

 

 

Total accumulated earnings/(deficit)

     $ 1,978,289   
    

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had cumulative deferred loss on straddles of $3,710.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps and Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps, reclassifications of foreign currency and paydown gains/losses, and the tax treatment of swap clearing fees resulted in a net increase in undistributed net investment income and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE I: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

38


 
INTERMEDIATE BOND PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $11.37        $11.22        $12.30        $12.54        $12.39   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .27        .28        .32        .33        .42   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.27     .44        (.59     .35     .38   

Contributions from Affiliates

    –0 –      –0 –      –0 –      .05     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    –0 –      .72        (.27     .73        .80   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.40     (.41     (.45     (.58     (.60

Distributions from net realized gain on investment transactions

    (.34     (.16     (.36     (.39     (.05
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.74     (.57     (.81     (.97     (.65
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.63        $11.37        $11.22        $12.30        $12.54   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    .01 %*      6.48     (2.16 )%*      6.05 %*      6.64
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $47,554        $56,437        $61,848        $79,104        $106,028   

Ratio to average net assets of:

         

Expenses

    .96     .88     .77     .70     .65

Net investment income

    2.44     2.46     2.74     2.67     3.42

Portfolio turnover rate**

    230     262     217     116     108

 

 

See footnote summary on page 40.

 

39


INTERMEDIATE BOND PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $11.26        $11.11        $12.17        $12.41        $12.26   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .24        .25        .29        .30        .39   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.26     .43        (.58     .35     .37   

Contributions from Affiliates

    –0 –      –0 –      –0 –      .05     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.02     .68        (.29     .70        .76   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.37     (.37     (.41     (.55     (.56

Distributions from net realized gain on investment transactions

    (.34     (.16     (.36     (.39     (.05
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.71     (.53     (.77     (.94     (.61
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.53        $11.26        $11.11        $12.17        $12.41   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (.18 )%*      6.22     (2.34 )%*      5.79 %*      6.38
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $17,681        $19,891        $22,450        $29,363        $33,973   

Ratio to average net assets of:

         

Expenses

    1.21     1.13     1.02     .96     .90

Net investment income

    2.19     2.21     2.49     2.43     3.17

Portfolio turnover rate**

    230     262     217     116     108

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

#   Amount reclassified from realized gain (loss) on investment transactions.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2013 and December 31, 2012 by 0.02%, 0.02% and 0.05%, respectively.

 

**   The Portfolio accounts for dollar roll transactions as purchases and sales.

 

     See notes to financial statements.

 

40


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Intermediate Bond Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Intermediate Bond Portfolio (the “Fund”) (formerly AllianceBernstein Intermediate Bond Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Intermediate Bond Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

41


 
2015 FEDERAL TAX INFORMATION  
(unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 0.50% of dividends paid qualify for the dividends received deduction.

 

42


 
 
INTERMEDIATE BOND PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     
Marshall C. Turner, Jr.(1), Chairman      Nancy P. Jacklin(1)

John H. Dobkin(1)

Michael J. Downey(1)

     Robert M. Keith, President and
    Chief Executive Officer
William H. Foulk, Jr.(1)      Garry L. Moody(1)
D. James Guzy(1)      Earl D. Weiner(1)
    
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
    Independent Compliance Officer

Paul J. DeNoon(2), Vice President

Shawn E. Keegan(2), Vice President

Michael S. Canter(2), Vice President

Douglas J. Peebles(2), Vice President

    

Greg J. Wilensky(2), Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
    Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s U.S. Core Fixed Income Investment Team. Messrs. DeNoon, Keegan, Peebles, Canter and Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

43


 
INTERMEDIATE BOND PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
        
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, he was Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None
        

 

44


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

 

45


INTERMEDIATE BOND PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST
ELECTED**)

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None
        

 

 

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

46


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*,

AGE

    

PRINCIPAL POSITION(S)

HELD WITH FUND

     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Paul J. DeNoon

53

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Shawn E. Keegan

44

     Vice President      Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Michael S. Canter

34

     Vice President      Senior Vice President of the Adviser**, with which she has been associated since prior to 2011.
         

Douglas J. Peebles

50

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Greg J. Wilensky

48

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

*   The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

    The Fund’s Statement of Additional Information (“SAI”) has additional information about the Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

47


 
INTERMEDIATE BOND PORTFOLIO  
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Intermediate Bond Portfolio (the “Portfolio”) at a meeting held on November 3-5, 2015.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

 

48


    AB Variable Products Series Fund

 

focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; and transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2015 meeting, the directors reviewed information prepared by Broadridge showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Broadridge (the “Performance Group”) and as compared with that of a broad array of funds selected by Broadridge (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Barclays U.S. Aggregate Bond Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2015 and (in the case of comparisons with the Index) the period since inception (September 1992 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1- and 10-year periods, and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3- and 5-year periods. The Portfolio outperformed the Index in all periods except the 1-year period and the period since inception. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Broadridge concerning advisory fee rates paid by other funds in the same Broadridge category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 45 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 6.1 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was more than the Expense Group median.

The directors also considered the Adviser’s advisory fee schedule for non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising another registered investment company with a similar investment style. The directors noted that the Adviser advises a portfolio of another AB Fund with a similar investment style for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

 

49


INTERMEDIATE BOND PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Broadridge: an Expense Group and an Expense Universe. Broadridge described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group than the Expense Group, consisting of all funds in the Portfolio’s investment classification/objective. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Broadridge category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

 

50


 
INTERMEDIATE BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund, Inc. (the “Fund”), in respect of AB Intermediate Bond Portfolio (the “Portfolio”),2,3 prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”4

INVESTMENT ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.5 Also shown are the Portfolio’s net assets on September 30, 2015.

 

1   The information in the fee evaluation was completed on October 22, 2015 and discussed with the Board of Directors on November 3-5, 2015.

 

2   Future references to the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

 

3   On April 25, 2008, the Adviser’s variable fixed-income offerings were reorganized and U.S. Government/ High Grade Securities Portfolio acquired the assets of other fixed income series of the Fund, including Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio and High Yield Portfolio. On April 28, 2008 the investment guidelines of U.S. Government/ High Grade Securities Portfolio were broadened to match those of the Adviser’s U.S. Strategic Core Plus Strategy and the Portfolio’s name was changed to Intermediate Bond Portfolio.

 

4   Jones v. Harris at 1427.

 

5   Most of the AB Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

 

51


INTERMEDIATE BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

 

Portfolio   Category   Advisory Fee
Based on % of
Average Daily Net Assets
 

Net Assets

($ MM)

Intermediate Bond Portfolio

  Low Risk Income   0.45% on 1st $2.5 billion
0.40% on next $2.5 billion
0.35% on the balance
  $68.9

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $49,294 (0.061% of the Portfolio’s average daily net assets) for providing such services.

Set forth below are the Portfolio’s total expense ratios for the most recent annual period:

 

Portfolio    Total  Expense
Ratio6
       Fiscal Year  

Intermediate Bond Portfolio

    

 

Class A    0.88

Class B    1.13


       December 31, 2014   

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.7 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2015 net assets.8

 

6   Annualized.

 

7   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

8   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

52


    AB Variable Products Series Fund

 

 

Portfolio    Net Assets
9/30/15
($MM)
   AllianceBernstein
Institutional
Fee Schedule
   Effective
AB Inst.
Adv. Fee (%)
     Fund
Advisory
Fee (%)
 

Intermediate Bond Portfolio

   $68.9    U.S. Strategic Core Plus
0.50% on the first $30 million
     0.331         0.450   
      0.20% on the balance      
      Minimum account size: $25 million      

Certain of the AB Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. The AB Mutual Funds were also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AB Bond Fund, Inc.—Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio, which is managed similarly as the Portfolio, was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio   ABMF Fund   Fee Schedule   ABMF
Effective
Fee (%)
    Portfolio
Advisory
Fee (%)
 

Intermediate Bond Portfolio

  Bond Fund, Inc.—Intermediate
Bond Portfolio
  0.45% on first $2.5 billion
0.40% on next $2.5 billion
0.35% on the balance
    0.450        0.450   

Intermediate Bond
Portfolio

  Intermediate Duration
Institutional Portfolio
9
  0.50% on first $1 billion
0.45% on the balance
    0.500        0.450   

The Adviser manages Intermediate Duration Portfolio of the Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company which has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio    SCB Fund Portfolio    Fee Schedule    SCB Fund
Effective
Fee (%)
     Portfolio
Advisory
Fee (%)
 

Intermediate Bond Portfolio

   Intermediate Duration
Portfolio
  

0.50% on 1st $1 billion

0.45% on next $ 2 billion

0.40% on next $ 2 billion

0.35% on next $ 2 billion

0.30% the balance

     0.500         0.450   

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2015 net assets:

 

Portfolio        Fee Schedule   Effective
Sub-Adv.
Fee (%)
    Portfolio
Advisory
Fee (%)
 

Intermediate Bond Portfolio10

  Client #111  

AB Sub-Advisory Fee Schedule:

    0.29% on first $100 million

    0.20% thereafter

    0.290        0.450   

 

9   Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund. During the fiscal year ended September 30, 2014, Intermediate Duration Institutional Portfolio’s gross expense ratio was 0.58%; accordingly, the fund’s advisory fee was reduced by 0.13% from 0.50% to 0.37%.

 

10   It should be noted that the advisory fee paid by the shareholders of the sub-advisory relationship is higher 11 than the fee charged to the Portfolio.

 

11   The sub-advisory relationship is with an affiliate of the Adviser.

 

53


INTERMEDIATE BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management service generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Broadridge Financial Solutions, Inc. (“Broadridge”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers12,13 Broadridge’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Broadridge Expense Group (“EG”)14 and the Portfolio’s contractual management fee ranking.15

Broadridge describes an EG as a representative sample of comparable funds. Broadridge’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, Lipper investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Broadridge expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Broadridge had expanded the Portfolio’s EG, under Broadridge’s standard guidelines, the Portfolio’s Broadridge Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.16

 

Portfolio    Contractual
Management
Fee (%)17
    

Broadridge Exp.
Group

Median (%)

     Broadridge
Group
Rank
 

Intermediate Bond Portfolio18

     0.450         0.500         2/11   

 

12   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

13   On June 5, 2015, Broadridge acquired the Fiduciary Services and Competitive Intelligence unit, i.e., the group responsible for providing the Portfolio’s 15(c) reports, from Thomson Reuters’ Lipper division. Accordingly, the Portfolio’s investment classifications/objectives continue to be determined by Lipper.

 

14   Broadridge does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

15   The contractual management fee is calculated by Broadridge using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Broadridge’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Broadridge peer group.

 

16   Except for asset size comparability, Broadridge uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

17   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

 

18   The Portfolio’s EG includes the Portfolio, four other A-rated Corporate Debt (“A”) funds underlying variable insurance products (“VIPs”) and six BBB-rated Corporate Debt (“BBB”) funds underlying VIPs.

 

54


    AB Variable Products Series Fund

 

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.

 

Portfolio    Total
Expense
Ratio
(%)19
    

Broadridge Exp.
Group

Median (%)

     Broadridge
Group
Rank
     Broadridge Exp.
Universe
Median (%)
     Broadridge
Universe
Rank
 

Intermediate Bond Portfolio20

     0.878         0.652         11/11         0.639         23/23   

Based on this analysis, the Portfolio has more favorable ranking on a contractual management fee basis than on a total expense basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $53,389 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2014, distribution expenses were incurred by ABI in the amount of $108,041 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI, is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,21 ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser. During the most recently completed fiscal year, the Portfolio paid ABIS a fee of approximately $1,385.22

 

19   Most recently completed fiscal year Class A share total expense ratio.

 

20   The Portfolio’s EU includes the Portfolio, EG and all other A funds underlying VIPs and BBB funds underlying VIPs, excluding outliers.

 

21   The fee is inclusive of other Portfolios of the Fund (Equity and Multi-Asset), which are not discussed in this summary.

 

22   The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2014.

 

55


INTERMEDIATE BOND PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli23 study on advisory fees and various fund characteristics.24 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.25 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $463 billion as of September 30, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Broadridge shows the 1, 3, 5 and 10 year performance rankings26 of the Portfolio relative to its Broadridge Performance Group (“PG”) and Broadridge Performance Universe (“PU”)27 for the periods ended July 31, 2015.28

 

     Fund
Return (%)
    PG
Median (%)
    PU
Median (%)
    PG
Rank
    PU
Rank
 

Intermediate Bond Portfolio

         

1 year

    2.66        2.34        2.36        1/5        5/17   

3 year

    2.15        2.02        2.07        2/5        7/16   

5 year

    3.75        3.61        3.63        2/5        7/16   

10 year

    4.65        4.18        4.35        1/5        3/13   

 

23   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

24   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

25   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

26   The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. The performance returns of the Portfolio were provided by Broadridge.

 

27   The Portfolio’s PG/PU is not identical to its respective EG/EU as the criteria for including/excluding a fund to/from PG/PU is somewhat different than that of EG/EU.

 

28   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

 

56


    AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)29 versus its benchmarks.30 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.31

 

    

Periods Ending July 31, 2015

Annualized Performance

 
   

1

Year

(%)

   

3
Year

(%)

   

5

Year

(%)

   

10

Year

(%)

   

Since

Inception

(%)

    Annualized    

Risk

Period

(Year)

 
              

Volatility

(%)

   

Sharpe

(%)

   

Intermediate Bond Portfolio32

    2.66        2.15        3.75        4.65        5.27        4.30        0.74        10   

Barclays Capital U.S. Aggregate Index

    2.82        1.60        3.27        4.61        5.72        3.25        0.96        10   

Inception Date: September 17, 1992

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 25, 2015

 

  

 

29   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

30   The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2015.

 

31   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

 

32   On or around April 25, 2008, the Portfolio’s name was changed from U.S. Government/U.S. High Grade Portfolio to Intermediate Bond Portfolio. Also at this time, the Portfolio’s strategy and the benchmark changed from Barclays Capital U.S. Government Index to Barclays Capital U.S. Aggregate Index.

 

57


 

 

 

 

VPS-IB-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

INTERNATIONAL GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
INTERNATIONAL GROWTH  
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—International Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in an international portfolio of equity securities of companies selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential within various market sectors. Examples of the types of market sectors in which the Portfolio may invest include, but are not limited to, information technology (which includes telecommunications), health care, financial services, infrastructure, energy and natural resources, and consumer groups.

The Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging market countries. Geographic distribution of the Portfolio’s investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation.

The Portfolio may also invest in synthetic foreign equity securities, which are various types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Adviser expects that normally the Portfolio’s portfolio will tend to emphasize investments in larger capitalization companies, although the Portfolio may invest in smaller or medium capitalization companies.

The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Portfolio may, from time to time, invest in currency-related derivatives, including forward currency exchange contracts, futures contracts, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Portfolio may enter into other derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmarks, the Morgan Stanley Capital International All Country (“MSCI AC”) World (ex-US) Index (net) and the MSCI World (ex-US) Index (net) for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmarks for the annual period. Both security selection and sector allocation combined to drive the outperformance; currency positioning also contributed to relative performance. Stock selection in the financials sector and underweight exposure to the materials sector contributed. In addition, country exposure added value, with an underweight to Canada contributing. Stock selection in consumer discretionary and industrials detracted, as did an underweight position in telecommunications and an overweight exposure to India.

The Portfolio utilized derivatives in the form of currency forwards for hedging purposes, which detracted from absolute performance for the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

International equity markets declined during the annual period. After a positive run-up in shares in the first half of the period, equities pulled back amid concerns that China’s economy would drag the global economy into a slowdown and stretched valuations in developed stocks caused shares to tumble. Although markets rebounded toward year end as markets stabilized and investors welcomed central bank policy actions from the US, Europe and China, international equity markets ended the year in negative territory. Japanese and European stocks were the best performers

 

1


    AB Variable Products Series Fund

 

during 2015, while emerging-market stocks continued to lag. In Europe, the European Central Bank cut its deposit rate and extended its quantitative easing program an additional six months, although markets were disappointed by the scale of action to combat the risks to growth and to help lower inflation. Across the Atlantic, the US Federal Reserve decided to increase interest rates for the first time in nearly a decade in December, signaling the end of an era of unprecedented accommodative monetary policy, initially triggered by the global financial crisis in 2008.

The Portfolio’s Senior Investment Management Team follows a bottom-up stock picking methodology that employs rigorous analysis across geographic borders, in search of companies that are market leaders with attractive earnings growth prospects and high return on invested capital.

 

2


 
INTERNATIONAL GROWTH PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The MSCI AC World (ex-US) Index and the MSCI World (ex-US) Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World (ex-US) Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets, excluding the US. The MSCI World (ex-US) Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the US. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


INTERNATIONAL GROWTH PORTFOLIO
DISCLOSURES AND RISKS  
(continued from previous page)   AB Variable Products Series Fund

 

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
INTERNATIONAL GROWTH PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

THE PORTFOLIO VS. ITS BENCHMARKS    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

International Growth Portfolio Class A

     -1.87%           1.38%           2.62%   

International Growth Portfolio Class B

     -2.17%           1.12%           2.36%   

MSCI AC World (ex-US) Index (net)

     -5.66%           1.06%           2.92%   

MSCI World (ex-US) Index (net)

     -3.04%           2.79%           2.92%   

*    Average annual returns.

            
            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.07% and 1.36% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERNATIONAL GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in International Growth Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmarks. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
INTERNATIONAL GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

        

Actual

   $   1,000       $ 940.80       $   5.53         1.13

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,019.51       $ 5.75         1.13
           

Class B

        

Actual

   $ 1,000       $ 939.30       $ 6.75         1.38

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,018.25       $ 7.02         1.38

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Roche Holding AG

   $ 2,687,951           3.7

AIA Group Ltd.

     2,367,326           3.2   

Prudential PLC

     2,151,454           2.9   

Partners Group Holding AG

     2,085,878           2.8   

Nestle SA (REG)

     2,016,823           2.8   

Housing Development Finance Corp., Ltd.

     1,927,031           2.6   

Anheuser-Busch InBev SA/NV

     1,828,004           2.5   

UBS Group AG

     1,780,638           2.4   

British American Tobacco PLC

     1,648,082           2.2   

Safran SA

     1,643,370           2.2   
    

 

 

      

 

 

 
     $   20,136,557           27.3

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Financials

   $ 23,034,521           31.4

Consumer Discretionary

     12,978,878           17.7   

Consumer Staples

     12,227,418           16.7   

Health Care

     9,728,278           13.3   

Information Technology

     6,819,413           9.3   

Industrials

     4,845,537           6.6   

Materials

     1,803,311           2.5   

Energy

     1,274,107           1.7   

Utilities

     501,239           0.7   

Short-Term Investments

     100,239           0.1   
    

 

 

      

 

 

 

Total Investments

   $   73,312,941           100.0

 

 

 

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

7


INTERNATIONAL GROWTH PORTFOLIO
COUNTRY BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COUNTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

United Kingdom

   $   11,711,356           16.0

Switzerland

     9,902,690           13.5   

India

     7,953,404           10.8   

Japan

     7,416,181           10.1   

China

     6,496,673           8.9   

France

     5,471,449           7.5   

Hong Kong

     3,444,829           4.7   

Belgium

     2,689,113           3.7   

Italy

     2,576,401           3.5   

Netherlands

     2,270,079           3.1   

Germany

     2,110,040           2.9   

South Africa

     1,903,052           2.6   

Taiwan

     1,579,012           2.1   

Other

     7,688,423           10.5   

Short-Term Investments

     100,239           0.1   
    

 

 

      

 

 

 

Total Investments

   $ 73,312,941           100.0

 

 

 

 

 

 

*   All data are as of December 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.6% or less in the following countries: Australia, Austria, Brazil, Denmark, Indonesia, Mexico, Peru, Philippines, Singapore, South Korea and United States.

 

8


INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
   

COMMON STOCKS–99.4%

   
   

FINANCIALS–31.3%

   

BANKS–7.3%

   

Credicorp Ltd.

    9,450      $ 919,674   

HDFC Bank Ltd.

    59,030        1,213,503   

ING Groep NV

    94,070        1,272,770   

Sumitomo Mitsui Financial Group, Inc.

    26,600        1,003,912   

UniCredit SpA

    175,149        968,344   
   

 

 

 
      5,378,203   
   

 

 

 

CAPITAL MARKETS–8.2%

   

Azimut Holding SpA

    47,795        1,188,001   

Flow Traders(a)

    20,214        997,309   

Partners Group Holding AG

    5,800        2,085,878   

UBS Group AG

    91,788        1,780,638   
   

 

 

 
      6,051,826   
   

 

 

 

CONSUMER FINANCE–0.9%

   

SKS Microfinance Ltd.(b)

    84,340        632,707   
   

 

 

 

DIVERSIFIED FINANCIAL SERVICES–3.4%

   

IG Group Holdings PLC

    98,830        1,168,419   

London Stock Exchange Group PLC

    32,770        1,325,811   
   

 

 

 
      2,494,230   
   

 

 

 

INSURANCE–8.0%

   

AIA Group Ltd.

    396,200        2,367,326   

Prudential PLC

    95,495        2,151,454   

St James’s Place PLC

    92,340        1,368,633   
   

 

 

 
      5,887,413   
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–0.9%

   

Global Logistic Properties Ltd.

    439,100        663,111   
   

 

 

 

THRIFTS & MORTGAGE FINANCE–2.6%

   

Housing Development Finance Corp., Ltd.

    101,337        1,927,031   
   

 

 

 
      23,034,521   
   

 

 

 

CONSUMER DISCRETIONARY–17.6%

   

AUTO COMPONENTS–0.9%

   

Hankook Tire Co., Ltd.(b)

    17,210        686,434   
   

 

 

 

AUTOMOBILES–3.6%

   

Great Wall Motor Co.,
Ltd.–Class H

    326,500        377,951   

Nissan Motor Co., Ltd.

    136,500        1,429,256   

Tata Motors Ltd.–Class A(b)

    189,054        824,371   
   

 

 

 
      2,631,578   
   

 

 

 

DIVERSIFIED CONSUMER SERVICES–1.7%

   

Kroton Educacional SA

    155,100        370,991   

TAL Education Group
(ADR)(b)(c)

    19,570        909,418   
   

 

 

 
      1,280,409   
   

 

 

 
   
   
   

HOTELS, RESTAURANTS & LEISURE–1.4%

   

Alsea SAB de CV(c)

    134,821      469,286   

Melco Crown Entertainment Ltd. (ADR)(c)

    34,307        576,358   
   

 

 

 
      1,045,644   
   

 

 

 

HOUSEHOLD DURABLES–1.3%

   

Panasonic Corp.

    94,300        955,967   
   

 

 

 

INTERNET & CATALOG RETAIL–1.2%

   

JD.com, Inc. (ADR)(b)

    26,978        870,445   
   

 

 

 

MEDIA–1.8%

   

Naspers Ltd.–Class N

    9,760        1,334,039   
   

 

 

 

MULTILINE RETAIL–1.0%

   

Matahari Department Store Tbk PT

    596,000        754,496   
   

 

 

 

SPECIALTY RETAIL–1.6%

   

Fast Retailing Co., Ltd.

    3,300        1,154,377   
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–3.1%

   

Brunello Cucinelli SpA(c)

    23,763        420,056   

Cie Financiere Richemont SA

    18,602        1,331,400   

Titan Co., Ltd.

    97,800        514,033   
   

 

 

 
      2,265,489   
   

 

 

 
      12,978,878   
   

 

 

 

CONSUMER STAPLES–16.6%

   

BEVERAGES–2.5%

   

Anheuser-Busch InBev SA/NV

    14,689        1,828,004   
   

 

 

 

FOOD & STAPLES RETAILING–1.4%

   

Tsuruha Holdings, Inc.

    11,500        996,428   
   

 

 

 

FOOD PRODUCTS–7.3%

   

Dali Foods Group Co.,
Ltd.(a)(b)(c)

    1,110,470        630,456   

Danone SA

    19,360        1,308,222   

Nestle SA (REG)

    27,168        2,016,823   

Universal Robina Corp.

    228,760        902,695   

WH Group Ltd.(a)(b)

    902,500        501,145   
   

 

 

 
      5,359,341   
   

 

 

 

HOUSEHOLD PRODUCTS–3.2%

   

Reckitt Benckiser Group PLC

    16,400        1,517,431   

Unicharm Corp.

    43,000        878,132   
   

 

 

 
      2,395,563   
   

 

 

 

TOBACCO–2.2%

   

British American Tobacco PLC

    29,677        1,648,082   
   

 

 

 
      12,227,418   
   

 

 

 

 

9


INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
   

HEALTH CARE–13.2%

   

HEALTH CARE EQUIPMENT & SUPPLIES–1.4%

   

Essilor International SA

    8,482      $ 1,057,161   
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–1.2%

   

Apollo Hospitals Enterprise Ltd.

    38,690        854,199   
   

 

 

 

PHARMACEUTICALS–10.6%

   

Aspen Pharmacare Holdings Ltd.(b)

    28,501        569,013   

Bayer AG

    7,298        911,450   

Glenmark Pharmaceuticals Ltd.

    32,210        446,413   

H Lundbeck A/S(b)

    20,910        713,978   

Roche Holding AG

    9,700        2,687,951   

Sun Pharmaceutical Industries Ltd.

    71,599        884,562   

UCB SA

    9,540        861,109   

Vectura Group PLC(b)

    286,150        742,442   
   

 

 

 
      7,816,918   
   

 

 

 
      9,728,278   
   

 

 

 

INFORMATION TECHNOLOGY–9.3%

   

INTERNET SOFTWARE & SERVICES–3.8%

   

Alibaba Group Holding Ltd. (Sponsored ADR)(b)

    15,190        1,234,491   

Tencent Holdings Ltd.

    77,600        1,521,398   
   

 

 

 
      2,755,889   
   

 

 

 

IT SERVICES–0.9%

   

Tata Consultancy Services Ltd.

    17,910        656,585   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.0%

   

ams AG(c)

    19,690        658,209   

Taiwan Semiconductor Manufacturing Co., Ltd.

    366,000        1,579,012   
   

 

 

 
      2,237,221   
   

 

 

 

SOFTWARE–1.6%

   

Mobileye NV(b)

    27,666        1,169,718   
   

 

 

 
      6,819,413   
   

 

 

 

INDUSTRIALS–6.6%

   

AEROSPACE & DEFENSE–2.2%

   

Safran SA

    23,920        1,643,370   
   

 

 

 

COMMERCIAL SERVICES & SUPPLIES–0.8%

   

Aggreko PLC

    41,426        557,665   
   

 

 

 

ELECTRICAL EQUIPMENT–0.3%

   

Schneider Electric SE (Paris)

    3,320        188,589   
   

 

 

 

INDUSTRIAL CONGLOMERATES–0.3%

   

Siemens AG (REG)

    2,340        226,385   
   

 

 

 

MACHINERY–1.3%

   

Komatsu Ltd.

    61,000        998,109   
   

 

 

 
   

PROFESSIONAL SERVICES–1.7%

   

Capita PLC

    69,210      1,231,419   
   

 

 

 
      4,845,537   
   

 

 

 

MATERIALS–2.4%

   

CHEMICALS–1.9%

   

Bloomage BioTechnology Corp. Ltd.

    182,500        451,275   

Linde AG

    6,730        972,205   
   

 

 

 
      1,423,480   
   

 

 

 

METALS & MINING–0.5%

   

BHP Billiton PLC

    34,060        379,831   
   

 

 

 
      1,803,311   
   

 

 

 

ENERGY–1.7%

   

OIL, GAS & CONSUMABLE FUELS–1.7%

   

Total SA

    28,420        1,274,107   
   

 

 

 

UTILITIES–0.7%

   

WATER UTILITIES–0.7%

   

Beijing Enterprises Water Group Ltd.(b)

    716,000        501,239   
   

 

 

 

Total Common Stocks
(cost $57,583,040)

      73,212,702   
   

 

 

 

 

     Principal
Amount
(000)
        

SHORT-TERM INVESTMENTS–0.1%

     

TIME DEPOSIT–0.1%

     

State Street Time Deposit
0.01%, 1/04/16
(cost $100,239)

     $  100         100,239   
     

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned–99.5%
(cost $57,683,279)

        73,312,941   
     

 

 

 
     Shares         

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.9%

     

INVESTMENT COMPANIES–3.9%

     

AB Exchange Reserves–Class I, 0.24%(d)(e)
(cost $2,834,947)

     2,834,947         2,834,947   
     

 

 

 

TOTAL INVESTMENTS–103.4% (cost $60,518,226)

        76,147,888   

Other assets less liabilities–(3.4)%

        (2,491,669
     

 

 

 

NET ASSETS–100.0%

      $   73,656,219   
     

 

 

 

 

10


    AB Variable Products Series Fund

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

     CNY        5,564         USD        867         2/18/16       $ 20,916   

Credit Suisse International

     CHF        388         USD        396         2/18/16         8,390   

Goldman Sachs Bank USA

     GBP        553         USD        851         2/18/16         35,382   

HSBC Bank USA

     GBP        793         USD        1,208         2/18/16         39,160   

Morgan Stanley & Co., Inc.

     CNY        3,962         USD        615         2/18/16         12,594   

Royal Bank of Scotland PLC

     CHF        4,958         USD        4,998         2/18/16         38,654   

Royal Bank of Scotland PLC

     TWD        20,862         USD        642         2/18/16         9,824   

Royal Bank of Scotland PLC

     USD        881         CAD        1,159         2/18/16         (42,969

Royal Bank of Scotland PLC

     USD        556         JPY        67,074         2/18/16         2,548   

State Street Bank & Trust Co.

     EUR        871         USD        949         2/18/16         1,710   

State Street Bank & Trust Co.

     HKD        11,100         USD        1,432         2/18/16         (406

State Street Bank & Trust Co.

     USD        3,307         AUD        4,648         2/18/16         72,596   

State Street Bank & Trust Co.

     USD        2,812         CAD        3,707         2/18/16         (132,405

State Street Bank & Trust Co.

     USD        1,581         JPY        191,968         2/18/16         17,179   

State Street Bank & Trust Co.

     USD        383         NOK        3,284         2/18/16         (11,810

State Street Bank & Trust Co.

     USD        1,720         SEK        14,832         2/18/16         38,795   
               

 

 

 
                $    110,158   
               

 

 

 

 

 

 

(a)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $2,128,910 or 2.9% of net assets.

 

(b)   Non-income producing security.

 

(c)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(d)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(e)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

REG—Registered Shares

See notes to financial statements.

 

11


INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $57,683,279)

   $ 73,312,941 (a) 

Affiliated issuers (cost $2,834,947—investment of cash collateral for securities loaned)

     2,834,947   

Foreign currencies, at value (cost $98,569)

     96,767   

Dividends and interest receivable

     315,157   

Unrealized appreciation on forward currency exchange contracts

     297,748   

Receivable for investment securities sold and foreign currency transactions

     206,102   

Receivable for capital stock sold

     2,202   
  

 

 

 

Total assets

     77,065,864   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     2,834,947   

Unrealized depreciation on forward currency exchange contracts

     187,590   

Payable for capital stock redeemed

     118,139   

Payable for investment securities purchased

     110,505   

Advisory fee payable

     47,425   

Administrative fee payable

     11,772   

Distribution fee payable

     8,745   

Transfer Agent fee payable

     99   

Accrued expenses

     90,423   
  

 

 

 

Total liabilities

     3,409,645   
  

 

 

 

NET ASSETS

   $ 73,656,219   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 3,983   

Additional paid-in capital

     90,990,738   

Distributions in excess of net investment income

     (100,741

Accumulated net realized loss on investment and foreign currency transactions

     (32,953,355

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     15,715,594   
  

 

 

 
   $ 73,656,219   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets      Shares
Outstanding
     Net Asset
Value
 

A

   $   33,089,918         1,777,337       $   18.62   

B

   $ 40,566,301         2,205,476       $ 18.39   

 

 

 

(a)   Includes securities on loan with a value of $2,736,303 (see Note E).

See notes to financial statements.

 

12


INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $147,236)

   $ 1,510,974   

Affiliated issuers

     2,856   

Interest

     16   

Securities lending income

     61,238   
  

 

 

 
     1,575,084   

EXPENSES

  

Advisory fee (see Note B)

     624,965   

Distribution fee—Class B

     114,712   

Transfer agency—Class A

     1,941   

Transfer agency—Class B

     2,369   

Custodian

     98,487   

Audit and tax

     63,053   

Administrative

     50,338   

Legal

     29,402   

Printing

     27,034   

Directors’ fees

     21,157   

Miscellaneous

     9,694   
  

 

 

 

Total expenses

     1,043,152   
  

 

 

 

Net investment income

     531,932   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     4,003,671 (a) 

Foreign currency transactions

     (1,215,282

Net change in unrealized appreciation/depreciation of:

  

Investments

     (4,987,628 )(b) 

Foreign currency denominated assets and liabilities

     384,444   
  

 

 

 

Net loss on investment and foreign currency transactions

     (1,814,795
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (1,282,863
  

 

 

 

 

 

 

 

(a)   Net of foreign capital gains taxes of $2,910.

 

(b)   Net of increase in accrued foreign capital gains taxes of $30,747.

See notes to financial statements.

 

13


INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 531,932      $ 1,124,481   

Net realized gain on investment transactions and foreign currency transactions

     2,788,389        19,026,455   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (4,603,184     (22,526,117

Contributions from Affiliates (see Note B)

     –0 –      5,816   
  

 

 

   

 

 

 

Net decrease in net assets from operations

     (1,282,863     (2,369,365

DIVIDENDS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (126,565     –0 – 

Class B

     (26,794     –0 – 

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (11,715,834     (67,932,548
  

 

 

   

 

 

 

Total decrease

     (13,152,056     (70,301,913

NET ASSETS

    

Beginning of period

     86,808,275        157,110,188   
  

 

 

   

 

 

 

End of period (including distributions in excess of net investment income of ($100,741) and undistributed net investment income of $428,748, respectively)

   $ 73,656,219      $ 86,808,275   
  

 

 

   

 

 

 

 

14


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB International Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein International Growth Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

15


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

16


    AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stock:

        

Financials

   $ 2,192,444      $ 20,842,077      $             –0 –    $ 23,034,521   

Consumer Discretionary

     2,825,507        10,153,371        –0 –      12,978,878   

Consumer Staples

     630,456        11,596,962        –0 –      12,227,418   

Health Care

     742,442        8,985,836        –0 –      9,728,278   

Information Technology

     2,404,209        4,415,204        –0 –      6,819,413   

Industrials

     –0 –      4,845,537        –0 –      4,845,537   

Materials

     –0 –      1,803,311        –0 –      1,803,311   

Energy

     –0 –      1,274,107        –0 –      1,274,107   

Utilities

     –0 –      501,239        –0 –      501,239   

Short-Term Investments

     –0 –      100,239        –0 –      100,239   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     2,834,947        –0 –      –0 –      2,834,947   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     11,630,005        64,517,883+        –0 –      76,147,888   

Other Financial Instruments*:

     –0 –      –0 –      –0 –      –0 – 

Assets:

        

Forward Currency Exchange Contracts

     –0 –      297,748        –0 –      297,748   

Liabilities:

        

Forward Currency Exchange Contracts

     –0 –      (187,590     –0 –      (187,590
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^,^^

   $ 11,630,005      $ 64,628,041      $ –0 –    $ 76,258,046   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

+   A significant portion of the Portfolio‘s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

 

^   An amount of $3,202,648 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

 

^^   An amount of $1,376,590 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security

 

17


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

 

18


    AB Variable Products Series Fund

 

During the year ended December 31, 2014, the Adviser reimbursed the Portfolio $5,816 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,338.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $40,968, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 13,928,063       $ 25,526,385   

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

 

Cost

   $ 60,611,296   
  

 

 

 

Gross unrealized appreciation

   $ 20,804,593   

Gross unrealized depreciation

     (5,268,001
  

 

 

 

Net unrealized appreciation

   $ 15,536,592   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

 

 

19


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The principal type of derivative utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

    

Liability Derivatives

 

Derivative Type

  

Statement of
Assets and Liabilities
Location

   Fair Value     

Statement of
Assets and Liabilities
Location

   Fair Value  

Foreign exchange contracts

   Unrealized appreciation on forward currency exchange contracts    $ 297,748       Unrealized depreciation on forward currency exchange contracts    $ 187,590   
     

 

 

       

 

 

 

Total

      $ 297,748          $ 187,590   
     

 

 

       

 

 

 

 

20


    AB Variable Products Series Fund

 

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities    $ (1,027,855   $ 384,812   
     

 

 

   

 

 

 

Total

      $ (1,027,855   $ 384,812   
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 14,469,257   

Average principal amount of sale contracts

   $ 14,102,173   

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative Assets
Subject to a MA
     Derivative
Available for
Offset
    Cash
Collateral
Received
    Security
Collateral
Received
    Net Amount of
Derivatives Assets
 

OTC Derivatives:

           

Barclays Bank PLC

   $ 20,916       $ –0 –    $             –0 –    $             –0 –    $ 20,916   

Credit Suisse International

     8,390         –0 –      –0 –      –0 –      8,390   

Goldman Sachs Bank USA

     35,382         –0 –      –0 –      –0 –      35,382   

HSBC Bank USA

     39,160         –0 –      –0 –      –0 –      39,160   

Morgan Stanley & Co., Inc.

     12,594         –0 –      –0 –      –0 –      12,594   

Royal Bank of Scotland PLC

     51,026         (42,969     –0 –      –0 –      8,057   

State Street Bank & Trust Co.

     130,280         (130,280     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 297,748       $ (173,249   $ –0 –    $ –0 –    $ 124,499
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative
Liabilities Subject
to a MA
     Derivative
Available for
Offset
    Cash
Collateral
Pledged
    Security
Collateral
Pledged
    Net Amount of
Derivatives Liabilities
 

OTC Derivatives:

           

Royal Bank of Scotland PLC

   $ 42,969       $ (42,969   $ –0 –    $ –0 –    $ –0 – 

State Street Bank & Trust Co.

     144,621         (130,280     –0 –      –0 –      14,341   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 187,590       $ (173,249   $ –0 –    $ –0 –    $ 14,341
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

21


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $2,736,303 and had received cash collateral which has been invested into AB Exchange Reserves of $2,834,947. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $61,238 and $2,856 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 2,295      $ 43,119      $ 42,579      $ 2,835   

 

22


    AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

     SHARES          AMOUNT  
     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
   

 

   Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

           

Shares sold

     129,045        134,654         $ 2,512,012      $ 2,638,381   

Shares issued in reinvestment of dividends

     6,544        –0 –         126,565        –0 – 

Shares redeemed

     (402,478     (3,406,796        (7,834,655     (64,441,263
  

 

 

   

 

 

   

 

  

 

 

   

 

 

 

Net decrease

     (266,889     (3,272,142      $ (5,196,078   $ (61,802,882
  

 

 

   

 

 

   

 

  

 

 

   

 

 

 

Class B

           

Shares sold

     260,706        315,056         $ 4,992,035      $ 6,091,692   

Shares issued in reinvestment of dividends

     1,402        –0 –         26,794        –0 – 

Shares redeemed

     (602,977     (632,180        (11,538,585     (12,221,358
  

 

 

   

 

 

   

 

  

 

 

   

 

 

 

Net decrease

     (340,869     (317,124      $ (6,519,756   $ (6,129,666
  

 

 

   

 

 

   

 

  

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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

 

23


INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

     2015      2014  

Distributions paid from:

     

Ordinary income

   $ 153,359       $             –0 – 
  

 

 

    

 

 

 

Total taxable distributions paid

   $ 153,359       $             –0 – 
  

 

 

    

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Accumulated capital and other losses

   $ (32,860,285 )(a) 

Unrealized appreciation/(depreciation)

     15,521,784 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (17,338,501
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had a net capital loss carryforward of $32,845,011. During the fiscal year, the Portfolio utilized $3,977,282 of capital loss carryforwards to offset current year net realized gains. At December 31, 2015, the Portfolio had a post-October short-term capital loss deferral of $15,274 which is deemed to arise on January 1, 2016.

 

(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 the realization for tax purposes of gain/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital losses will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2015, the Portfolio had a net short-term capital loss carryforward of $32,845,011 which will expire in 2017.

During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency and foreign capital gains tax, the disallowance of a net operating loss and a dividend overdistribution resulted in a net decrease in undistributed net investment income, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

24


INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    Class A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $19.04        $19.27        $17.13        $15.08        $18.42   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .15        .24        .21        .21        .26   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.50     (.47     2.11        2.12        (3.08

Contributions from Affiliates

    –0 –      .00 (b)      –0 –      –0 –      .00 (b) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.35     (.23     2.32        2.33        (2.82
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.07     –0 –      (.18     (.28     (.52
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $18.62        $19.04        $19.27        $17.13        $15.08   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)

    (1.87 )%      (1.19 )%      13.60     15.54     (15.85 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $33,090        $38,924        $102,467        $97,611        $90,912   

Ratio to average net assets of:

         

Expenses

    1.11     1.07     .94     .97     .94

Net investment income

    .78     1.20     1.15     1.33     1.53

Portfolio turnover rate

    17     29     31     52     66

 

 

 

See footnote summary on page 26.

 

25


INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    Class B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $18.81        $19.08        $16.96        $14.93        $18.24   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .10        .20        .16        .18        .22   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.51     (.47     2.09        2.08        (3.06

Contributions from Affiliates

    –0 –      .00 (b)      –0 –      –0 –      .00 (b) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.41     (.27     2.25        2.26        (2.84
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.01     –0 –      (.13     (.23     (.47
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $18.39        $18.81        $19.08        $16.96        $14.93   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (c)

    (2.17 )%      (1.41 )%      13.32     15.23     (16.04 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $40,566        $47,884        $54,643        $58,694        $58,322   

Ratio to average net assets of:

         

Expenses

    1.36     1.36     1.19     1.22     1.19

Net investment income

    .52     1.02     .92     1.11     1.27

Portfolio turnover rate

    17     29     31     52     66

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Amount is less than $.005.

 

(c)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

     See notes to financial statements.

 

26


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB International Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB International Growth Portfolio (the “Fund”) (formerly AllianceBernstein International Growth Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB International Growth Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

27


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Portfolio for the taxable year ended December 31, 2015.

The Portfolio intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended December 31, 2015, $107,942 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $1,409,878.

 

28


 
INTERNATIONAL GROWTH  
PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     
Marshall C. Turner, Jr.(1), Chairman     

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Daniel C. Roarty(2), Vice President

Emilie D. Wrapp, Secretary

    

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Global Growth and Thematic Investment Team. Mr. Roarty is the investment professional with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

29


INTERNATIONAL GROWTH PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)

 

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

 

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

   

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

INTERESTED DIRECTOR    
     

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

 

Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.

    110     

None

     
DISINTERESTED DIRECTORS    
     

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership experience and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

John H. Dobkin, ##

74

(1992)

  Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.     110      None
     

 

30


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Michael J. Downey, ##

72

(2005)

  

Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.

     110      

Asia Pacific Fund, Inc. (registered investment company) since prior to 2011

        

William H. Foulk, Jr., ##

83

(1990)

  

Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.

     110      

None

        

D. James Guzy, ##

79

(2005)

  

Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.

     110      

None

        

Nancy P. Jacklin, ##

67

(2006)

  

Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.

     110      

None

 

31


INTERNATIONAL GROWTH PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Garry L. Moody, ##

63

(2008)

  

Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.

     110      

None

        

Earl D. Weiner, ##

76

(2007)

  

Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.

     110      

None

 

 

 

 

 

* The address for the Portfolio’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

32


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Daniel C. Roarty

44

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since May 2011, and Chief Investment Officer, Global Growth and Thematic team since 2013. Prior thereto, he was in research and portfolio management of Nuveen Investments since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABIS and ABI are affiliates of the Fund.

 

   The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

33


 
INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB International Growth Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category   Advisory Fee Based on % of
Average Daily Net Assets
  Net Assets
3/31/15
($MIL)
 

International Growth Portfolio

 

International

 

0.75% on 1st $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

  $
88.9
  

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,204 (0.048% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

34


    AB Variable Products Series Fund

 

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year

International Growth Portfolio

  Class A    1.07%   December 31
  Class B    1.36%  

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio   Net Assets
3/31/15
($MIL)
   AB Institutional
Fee Schedule
  Effective
AB Inst.
Adv. Fee
    Portfolio
Advisory
Fee
 

International Growth Portfolio

  $88.9
  

International Growth Trends Schedule

0.85% on first $25m

0.65% on next $25m

0.55% on next $50m

0.45% on the balance

Minimum account size $25m

   
0.663

   
0.750

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

35


INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser also manages AB International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   AB Mutual Fund   Fee Schedule   ABMF
Effective
Fee
    Portfolio
Advisory
Fee
 

International Growth Portfolio

 

International Growth Fund, Inc.

 

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

   
0.750%
  
   
0.750%
  

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2015 net assets:

 

Portfolio   SCB Fund
Portfolio
  Fee Schedule   SCB Fund
Effective
Fee
    Portfolio
Advisory
Fee
 

International Growth Portfolio7

 

International Portfolio

 

0.925% on 1st $1 billion

0.850% on next $3 billion

0.800% on next $2 billion

0.750% on next $2 billion

0.650% thereafter

The Adviser is waving 5 basis points in advisory fees effective through October 31, 2015.

   
0.875%
  
   
0.750%
  

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.8 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.9,10

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

 

8   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

9   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

10   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

36


    AB Variable Products Series Fund

 

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)11
     Lipper
EG
Median (%)
     Lipper
EG
Rank
 

International Growth Portfolio

     0.750         0.880         4/13   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.12

 

Portfolio    Expense
Ratio
(%)13
     Lipper
EG
Median (%)
     Lipper
EG
Rank
     Lipper
EU
Median (%)
     Lipper
EU
Rank
 

International Growth Portfolio

     1.070         1.004         9/13         0.935         18/24   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $129,152 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $266,431 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

 

11   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

12   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

13   Most recently completed fiscal year end Class A total expense ratio.

 

37


INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.14

The Portfolio did not effect brokerage transactions and pay commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.17 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

 

14   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2013.

 

15   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

16   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

17   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

38


    AB Variable Products Series Fund

 

the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio18 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)19 for the periods ended February 28, 2015.20

 

      Portfolio
(%)
     PG
Median (%)
     PU
Median (%)
     PG
Rank
     PU
Rank
 

International Growth Portfolio

              

1 year

     3.09         0.13         1.50         3/13         7/27   

3 year

     6.53         8.21         8.81         13/13         26/27   

5 year

     6.47         8.29         8.79         11/12         21/24   

10 year

     4.84         5.77         5.62         9/10         17/20   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)21 versus its benchmarks.22 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.23

 

    

Periods Ending February 28, 2015

Annualized Performance

 
    1
Year
(%)
    3
Year
(%)
    5
Year
(%)
    10
Year
(%)
    Since
Inception
(%)
    Annualized     Risk
Period
(Year)
 
            Volatility
(%)
    Sharpe
(%)
   

International Growth Portfolio

    3.09        6.52        6.47        4.84        7.89        20.37        0.26        10   

MSCI AC World Ex US Net Index24

    0.87        6.49        6.55        5.34        5.52        18.76        0.29        10   

MSCI World X-US Net Index

  0.16        8.58        7.41        4.96        5.22        N/A        N/A        N/A   

Inception Date: September 23, 1994

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

18   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

19   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

20   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

21   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

22   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

23   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

24   Effective November 1, 2013, MSCI AC World Ex US Net Index became the Portfolio’s primary benchmark.

 

39


 

 

 

VPS-IG-0151-1215


 

 

DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

INTERNATIONAL VALUE PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
INTERNATIONAL VALUE PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—International Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio will invest primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide. Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by AllianceBernstein L.P. (the “Adviser”)) in securities of non-US companies. In addition, the Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries.

The Portfolio invests in companies that are determined by the Adviser to be undervalued, using a fundamental value approach. In selecting securities for the Portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and equity positions separately and may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Portfolio may enter into other derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments. The Portfolio may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multinational companies and “semi-governmental securities”, and enter into forward commitments.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index (net), for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmark during the annual period. Security selection was the main source of outperformance, with strength in the capital equipment, finance and industrial commodities sectors. An overweight in transportation and an underweight in industrial commodities also helped relative returns. Country selection contributed, with underweights in the UK and Spain adding to returns. Security selection in technology and utilities hurt returns, as did an underweight in consumer staples. Overweights in Taiwan and Brazil also detracted.

Derivatives used during the annual period added to absolute performance and included futures for investment purposes and forwards for hedging and investment purposes.

MARKET REVIEW AND INVESTMENT STRATEGY

International equity markets declined during 2015. After a positive run-up in shares in the first half of the year, equities pulled back amid concerns that China’s economy would drag the global economy into a slowdown and stretched valuations in developed stocks caused shares to tumble. Although markets rebounded toward year end as markets stabilized and investors welcomed central bank policy actions from the US, Europe and China, international equity markets ended the year in the red. Japanese and European stocks were the best performers during 2015, while emerging-market stocks continued to lag.

In Europe, the European Central Bank cut its deposit rate and extended its quantitative easing program by six months, although markets were disappointed by the scale of action to combat the risks to growth and to help lower inflation. Across the Atlantic, the US Federal Reserve decided to increase interest rates for the first

 

1


    AB Variable Products Series Fund

 

time in nearly a decade in December, signaling the end of an era of unprecedented accommodative monetary policy, initially triggered by the global financial crisis in 2008.

 

2


 
INTERNATIONAL VALUE PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged MSCI EAFE Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EAFE Index (net; free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the US and Canada. Net returns reflect the reinvestment of dividends after the deduction of non-US withholding tax. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: When the Portfolio borrows money or otherwise leverages its portfolio, it may be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward commitments, or by borrowing money.

Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

3


 
INTERNATIONAL VALUE PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

International Value Portfolio Class A

     2.59%           1.82%           0.34%   

International Value Portfolio Class B

     2.40%           1.58%           0.10%   

MSCI EAFE Index (net)

     -0.81%           3.60%           3.03%   

*    Average annual returns.

 

            
            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.85% and 1.10% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERNATIONAL VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in the International Value Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 3.

 

4


 
INTERNATIONAL VALUE PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

 

      Beginning
Account  Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During  Period*
     Annualized
Expense  Ratio*
 

Class A

           

Actual

   $   1,000       $ 942.30       $   4.21         0.86

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,020.87       $ 4.38         0.86
                 

Class B

           

Actual

   $ 1,000       $ 941.80       $ 5.43         1.11

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,019.61       $ 5.65         1.11

 

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

5


INTERNATIONAL VALUE PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Roche Holding AG

   $ 22,844,815           3.8

Nippon Telegraph & Telephone Corp.

     20,030,390           3.4   

Mitsubishi UFJ Financial Group, Inc.

     19,967,162           3.3   

NN Group NV

     17,562,558           2.9   

British American Tobacco PLC

     17,422,123           2.9   

BT Group PLC

     17,416,978           2.9   

Delhaize Group

     16,869,608           2.8   

Danske Bank A/S

     16,407,945           2.7   

Vodafone Group PLC

     16,276,692           2.7   

ING Groep NV

     15,922,145           2.7   
    

 

 

      

 

 

 
     $   180,720,416           30.1

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Financials

   $ 132,529,100           22.4

Consumer Discretionary

     100,237,373           17.0   

Industrials

     79,226,251           13.4   

Telecommunication Services

     57,724,635           9.8   

Information Technology

     56,239,529           9.5   

Energy

     40,102,769           6.8   

Health Care

     34,549,107           5.9   

Consumer Staples

     34,291,731           5.8   

Materials

     32,164,557           5.4   

Utilities

     21,371,679           3.6   

Short-Term Investments

     2,399,492           0.4   
    

 

 

      

 

 

 

Total Investments

   $   590,836,223           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

6


INTERNATIONAL VALUE PORTFOLIO  
COUNTRY BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COUNTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Japan

   $ 159,781,992           27.0

United Kingdom

     104,359,883           17.7   

France

     82,514,454           14.0   

Netherlands

     40,295,703           6.8   

Germany

     29,075,210           4.9   

Switzerland

     28,820,305           4.9   

Australia

     27,918,360           4.7   

South Korea

     18,978,784           3.2   

Belgium

     16,869,608           2.8   

Denmark

     16,407,945           2.8   

Portugal

     13,452,348           2.3   

Italy

     13,151,968           2.2   

Taiwan

     9,466,444           1.6   

Other

     27,343,727           4.7   

Short-Term Investments

     2,399,492           0.4   
    

 

 

      

 

 

 

Total Investments

   $   590,836,223           100.0

 

 

 

*   All data are as of December 31, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.4% or less in the following countries: Brazil, Canada, China, India, Israel and South Africa.

 

7


INTERNATIONAL VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
   

COMMON STOCKS–98.2%

   
   

FINANCIALS–22.1%

   

BANKS–13.9%

   

Bank Hapoalim BM

    1,147,765      $ 5,924,764   

Bank of Queensland Ltd.

    1,329,894        13,415,479   

Danske Bank A/S

    611,500        16,407,945   

ING Groep NV

    1,176,800        15,922,145   

KB Financial Group, Inc.(a)

    157,240        4,430,046   

Mitsubishi UFJ Financial Group, Inc.

    3,223,500        19,967,162   

UniCredit SpA

    1,286,860        7,114,650   
   

 

 

 
      83,182,191   
   

 

 

 

CAPITAL MARKETS–1.7%

   

Amundi SA(a)(b)

    91,535        4,295,358   

Azimut Holding SpA

    242,890        6,037,318   
   

 

 

 
      10,332,676   
   

 

 

 

DIVERSIFIED FINANCIAL SERVICES–1.0%

   

Challenger Ltd./Australia

    965,690        6,086,146   
   

 

 

 

INSURANCE–5.5%

  

 

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)

    47,130        9,390,039   

NN Group NV

    497,764        17,562,558   

Zurich Insurance Group AG(a)

    23,260        5,975,490   
   

 

 

 
      32,928,087   
   

 

 

 
      132,529,100   
   

 

 

 

CONSUMER DISCRETIONARY–16.7%

   

AUTO COMPONENTS–6.5%

   

Hankook Tire Co., Ltd.(a)

    199,234        7,946,596   

Magna International, Inc. (New York)–Class A

    202,310        8,205,694   

Plastic Omnium SA

    174,490        5,546,470   

Sumitomo Electric Industries Ltd.

    661,200        9,336,687   

Valeo SA

    50,390        7,768,858   
   

 

 

 
      38,804,305   
   

 

 

 

AUTOMOBILES–5.3%

   

Great Wall Motor Co., Ltd.–Class H

    3,682,500        4,262,805   

Honda Motor Co., Ltd.

    417,600        13,347,128   

Peugeot SA(a)

    710,820        12,459,898   

Tata Motors Ltd.–Class A(a)

    374,856        1,634,562   
   

 

 

 
      31,704,393   
   

 

 

 

LEISURE PRODUCTS–0.9%

   

Bandai Namco Holdings, Inc.

    256,900        5,427,560   
   

 

 

 

MEDIA–4.0%

   

Liberty Global PLC–Series C(a)

    294,187        11,994,004   

Vivendi SA

    573,036        12,307,111   
   

 

 

 
      24,301,115   
   

 

 

 
      100,237,373   
   

 

 

 
   

INDUSTRIALS–13.2%

  

AEROSPACE & DEFENSE–2.1%

  

Airbus Group SE

    86,890      $ 5,855,284   

Safran SA

    96,440        6,625,692   
   

 

 

 
      12,480,976   
   

 

 

 

AIRLINES–5.2%

   

International Consolidated Airlines Group SA

    1,700,940        15,293,257   

Japan Airlines Co., Ltd.

    257,200        9,205,928   

Qantas Airways Ltd.(a)

    2,144,795        6,357,324   
   

 

 

 
      30,856,509   
   

 

 

 

INDUSTRIAL CONGLOMERATES–0.9%

   

Rheinmetall AG

    83,740        5,566,351   
   

 

 

 

MACHINERY–2.7%

   

IHI Corp.

    2,199,000        6,070,335   

JTEKT Corp.

    632,400        10,351,178   
   

 

 

 
      16,421,513   
   

 

 

 

ROAD & RAIL–2.3%

   

Central Japan Railway Co.

    78,300        13,900,902   
   

 

 

 
      79,226,251   
   

 

 

 

TELECOMMUNICATION SERVICES–9.6%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–6.9%

   

BT Group PLC

    2,508,360        17,416,978   

Nippon Telegraph & Telephone Corp.

    503,300        20,030,390   

Telefonica Brasil SA (Preference Shares)

    444,707        4,000,575   
   

 

 

 
      41,447,943   
   

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–2.7%

   

Vodafone Group PLC

    5,019,384        16,276,692   
   

 

 

 
      57,724,635   
   

 

 

 

INFORMATION TECHNOLOGY–9.4%

   

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.2%

   

Advanced Semiconductor Engineering, Inc.

    3,059,000        3,513,936   

Infineon Technologies AG

    600,590        8,755,826   

Novatek Microelectronics Corp.

    1,529,000        5,952,508   

SCREEN Holdings Co., Ltd.

    1,652,000        12,159,928   

Sumco Corp.(c)

    926,100        6,986,959   

Tokyo Electron Ltd.

    90,600        5,488,985   
   

 

 

 
      42,858,142   
   

 

 

 

SOFTWARE–1.1%

   

Nintendo Co., Ltd.

    49,300        6,779,245   
   

 

 

 

 

8


 
 
    AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
   

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.1%

   

Samsung Electronics Co., Ltd.

    6,190      $ 6,602,142   
   

 

 

 
      56,239,529   
   

 

 

 

ENERGY–6.7%

   

OIL, GAS & CONSUMABLE FUELS–6.7%

   

BG Group PLC

    983,216        14,252,537   

JX Holdings, Inc.

    3,493,900        14,664,178   

TOTAL SA

    249,514        11,186,054   
   

 

 

 
    40,102,769   
   

 

 

 

HEALTH CARE–5.8%

   

PHARMACEUTICALS–5.8%

   

GlaxoSmithKline PLC

    579,540        11,704,292   

Roche Holding AG

    82,440        22,844,815   
   

 

 

 
    34,549,107   
   

 

 

 

CONSUMER STAPLES–5.7%

   

FOOD & STAPLES RETAILING–2.8%

   

Delhaize Group

    173,330        16,869,608   
   

 

 

 

TOBACCO–2.9%

   

British American Tobacco PLC

    313,720        17,422,123   
   

 

 

 
      34,291,731   
   

 

 

 

MATERIALS–5.4%

   

CHEMICALS–4.8%

   

Arkema SA

    122,151        8,550,398   

Covestro AG(a)(b)

    146,719        5,362,994   

Incitec Pivot Ltd.

    720,720        2,059,411   

JSR Corp.

    389,200        6,065,427   

Koninklijke DSM NV

    135,825        6,811,000   
   

 

 

 
    28,849,230   
   

 

 

 

PAPER & FOREST PRODUCTS–0.6%

   

Mondi PLC

    169,143        3,315,327   
   

 

 

 
    32,164,557   
   

 

 

 
   

UTILITIES–3.6%

   

ELECTRIC UTILITIES–3.6%

   

EDP–Energias de Portugal SA(c)

    3,733,300      $ 13,452,348   

Electricite de France SA

    537,725        7,919,331   
   

 

 

 
      21,371,679   
   

 

 

 

Total Common Stocks
(cost $588,811,448)

      588,436,731   
   

 

 

 
    Principal
Amount
(000)
       

SHORT-TERM INVESTMENTS–0.4%

   

TIME DEPOSIT–0.4%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $2,399,492)

  $   2,399        2,399,492   
   

 

 

 
    Shares        

Total Investments Before Security Lending Collateral for Securities Loaned–98.6%
(cost $591,210,940)

      590,836,223   
   

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES
LOANED–0.5%

   

INVESTMENT COMPANIES–0.5%

   

AB Exchange Reserves–Class I, 0.24%(d)(e)
(cost $3,407,974)

    3,407,974        3,407,974   
   

 

 

 

TOTAL INVESTMENTS–99.1%
(cost $594,618,914)

      594,244,197   

Other assets less
liabilities–0.9%

      5,167,325   
   

 

 

 

NET ASSETS–100.0%

    $   599,411,522   
   

 

 

 

 

 

FUTURES (see Note D)

 

Type   Number of
Contracts
    Expiration
Month
    Original
Value
   

Value at
December 31,

2015

    Unrealized
Appreciation/
(Depreciation)
 

Purchased Contracts

         

EURO STOXX 50 Futures

    16        March 2016      $   554,269      $   570,674      $   16,405   

 

9


INTERNATIONAL VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty   

Contracts to

Deliver

(000)

    

In Exchange

For

(000)

    

Settlement

Date

    

Unrealized

Appreciation/

(Depreciation)

 

Bank of America, NA

     CAD         2,472         USD         1,849         1/15/16       $ 62,558   

Barclays Bank PLC

     SEK         53,882         USD         6,382         1/15/16         (2,948

Barclays Bank PLC

     USD         6,321         KRW         7,121,763         1/15/16           (263,467

BNP Paribas SA

     AUD         8,643         USD         6,207         1/15/16         (88,418

BNP Paribas SA

     EUR         7,590         USD         8,070         1/15/16         (180,099

BNP Paribas SA

     GBP         10,730         USD         16,389         1/15/16         570,867   

BNP Paribas SA

     USD         11,276         GBP         7,373         1/15/16         (406,376

Citibank

     CAD         7,954         USD         6,124         1/15/16         375,157   

Citibank

     USD         1,520         NOK         12,335         1/15/16           (126,601

Credit Suisse International

     USD         9,912         NOK         85,674         1/15/16         (234,081

Credit Suisse International

     USD         10,170         SEK         85,095         1/15/16         (86,248

Deutsche Bank AG

     JPY         772,479         USD         6,298         1/15/16         (130,073

Deutsche Bank AG

     USD         2,379         AUD         3,242         1/15/16         (17,597

Deutsche Bank AG

     USD         4,581         CHF         4,494         4/18/16         (73,666

Goldman Sachs Bank USA

     JPY         511,986         USD         4,300         1/15/16         39,457   

Goldman Sachs Bank USA

     TWD         225,760         USD         6,972         1/15/16         126,195   

Goldman Sachs Bank USA

     USD         2,831         CNY         18,282         1/15/16         (25,702

Goldman Sachs Bank USA

     USD         8,036         JPY         985,873         1/15/16         168,216   

HSBC Bank USA

     ILS         14,074         USD         3,662         1/15/16         44,730   

HSBC Bank USA

     JPY         1,870,952         USD         15,704         1/15/16         134,559   

JPMorgan Chase Bank

     KRW         11,550,241         USD         9,934         1/15/16         109,917   

JPMorgan Chase Bank

     USD         22,648         JPY         2,752,013         1/15/16         253,337   

Morgan Stanley & Co., Inc.

     BRL         9,018         USD         2,322         1/05/16         42,222   

Morgan Stanley & Co., Inc.

     USD         2,309         BRL         9,018         1/05/16         (30,034

Morgan Stanley & Co., Inc.

     EUR         7,018         USD         7,988         1/15/16         358,768   

Morgan Stanley & Co., Inc.

     EUR         10,400         USD         11,141         1/15/16         (164,180

Morgan Stanley & Co., Inc.

     KRW         4,947,105         USD         4,149         1/15/16         (58,717

Morgan Stanley & Co., Inc.

     USD         18,634         AUD         26,092         1/15/16         370,573   

Morgan Stanley & Co., Inc.

     USD         10,460         EUR         9,283         1/15/16         (369,565

Morgan Stanley & Co., Inc.

     USD         19,255         SEK         158,618         1/15/16         (458,788

Royal Bank of Scotland PLC

     CNY         59,083         USD         9,226         1/15/16         160,566   

Royal Bank of Scotland PLC

     KRW         12,079,023         USD         10,438         1/15/16         164,772   

Royal Bank of Scotland PLC

     USD         3,068         CNY         20,006         1/15/16         1,803   

Standard Chartered Bank

     BRL         22,678         USD         5,808         1/05/16         75,528   

Standard Chartered Bank

     USD         5,709         BRL         22,678         1/05/16         22,730   

Standard Chartered Bank

     CNY         19,660         USD         3,053         1/15/16         36,148   

Standard Chartered Bank

     JPY         1,333,298         USD         11,143         1/15/16         47,629   

Standard Chartered Bank

     USD         2,639         CNY         17,252         1/15/16         8,434   

Standard Chartered Bank

     BRL         22,678         USD         5,649         2/02/16         (26,810

State Street Bank & Trust Co.

     AUD         3,242         USD         2,331         1/15/16         (30,005

State Street Bank & Trust Co.

     NOK         12,335         USD         1,501         1/15/16         107,637   

State Street Bank & Trust Co.

     USD         5,226         CHF         5,034         1/15/16           (197,503

State Street Bank & Trust Co.

     USD         6,410         EUR         5,755         1/15/16         (154,415

State Street Bank & Trust Co.

     USD         8,626         GBP         5,621         1/15/16         (339,691

UBS AG

     BRL         13,660         USD         3,648         1/05/16         195,009   

UBS AG

     USD         3,498         BRL         13,660         1/05/16         (45,494

UBS AG

     USD         4,958         CHF         5,021         1/15/16         56,698   

UBS AG

     USD         4,722         EUR         4,310         1/15/16         (36,981
                 

 

 

 
   $ (13,949
                 

 

 

 

 

 

10


    AB Variable Products Series Fund

 

 

(a)   Non-income producing security.

 

(b)   Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the aggregate market value of these securities amounted to $9,658,352 or 1.6% of net assets.

 

(c)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(e)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

ILS—Israeli Shekel

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

REG—Registered Shares

See notes to financial statements

 

11


INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $591,210,940)

   $ 590,836,223 (a) 

Affiliated issuers (cost $3,407,974—investment of cash collateral for securities loaned)

     3,407,974   

Cash collateral due from broker

     55,936   

Foreign currencies, at value (cost $5,230,008)

     5,228,553   

Unrealized appreciation on forward currency exchange contracts

     3,533,510   

Dividends and interest receivable

     3,307,046   

Receivable for investment securities sold and foreign currency transactions

     2,601,717   

Receivable for capital stock sold

     1,989   
  

 

 

 

Total assets

     608,972,948   
  

 

 

 

LIABILITIES

  

Unrealized depreciation on forward currency exchange contracts

     3,547,459   

Payable for collateral received on securities loaned

     3,407,974   

Payable for investment securities purchased and foreign currency transactions

     1,461,690   

Advisory fee payable

     386,091   

Payable for capital stock redeemed

     358,097   

Distribution fee payable

     118,323   

Administrative fee payable

     12,020   

Transfer Agent fee payable

     99   

Payable for variation margin on exchange-traded derivatives

     97   

Accrued expenses

     269,576   
  

 

 

 

Total liabilities

     9,561,426   
  

 

 

 

NET ASSETS

   $ 599,411,522   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 44,676   

Additional paid-in capital

     1,605,616,955   

Undistributed net investment income

     1,031,195   

Accumulated net realized loss on investment and foreign currency transactions

     (1,006,707,701

Net unrealized depreciation on investments and foreign currency denominated assets and liabilities

     (573,603
  

 

 

 
   $ 599,411,522   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $ 48,665,334           3,598,348         $ 13.52   

B

     $   550,746,188           41,077,628         $   13.41   

 

 

 

(a)   Includes securities on loan with a value of $3,177,746 (see Note E).

See notes to financial statements.

 

12


INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $2,049,311)

   $ 19,155,071   

Affiliated issuers

     14,763   

Interest

     322   

Securities lending income

     469,194   
  

 

 

 
     19,639,350   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     4,986,705   

Distribution fee—Class B

     1,533,880   

Transfer agency—Class A

     465   

Transfer agency—Class B

     5,589   

Custodian

     252,322   

Printing

     195,902   

Audit and tax

     79,237   

Legal

     50,899   

Administrative

     50,834   

Directors’ fees

     21,157   

Miscellaneous

     36,746   
  

 

 

 

Total expenses

     7,213,736   
  

 

 

 

Net investment income

     12,425,614   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain on:

  

Investment transactions

     27,328,428   

Futures

     311,472   

Foreign currency transactions

     856,724   

Net change in unrealized appreciation/depreciation of:

  

Investments

     (20,791,053

Futures

     (88,316

Foreign currency denominated assets and liabilities

     (724,595
  

 

 

 

Net gain on investment and foreign currency transactions

     6,892,660   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 19,318,274   
  

 

 

 

 

 

 

See notes to financial statements.

 

13


 
INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,  2015
    Year Ended
December 31,  2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 12,425,614      $ 22,863,113   

Net realized gain on investment transactions and foreign currency transactions

     28,496,624        67,984,091   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (21,603,964     (136,385,068
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     19,318,274        (45,537,864

DIVIDENDS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (1,256,699     (1,959,658

Class B

     (13,020,683     (22,620,339

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (71,815,762     (65,935,109
  

 

 

   

 

 

 

Total decrease

     (66,774,870     (136,052,970

NET ASSETS

    

Beginning of period

     666,186,392        802,239,362   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $1,031,195 and distributions in excess of net investment income of ($1,807,034), respectively)

   $ 599,411,522      $ 666,186,392   
  

 

 

   

 

 

 

 

 

 

See notes to financial statements.

 

14


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB International Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein International Value Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

15


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

  

Common Stocks:

          

Financials

     $ 20,217,503       $ 112,311,597       $             –0 –     $ 132,529,100   

Consumer Discretionary

       20,199,698         80,037,675         –0 –       100,237,373   

Industrials

       –0 –       79,226,251         –0 –       79,226,251   

Telecommunication Services

       –0 –       57,724,635         –0 –       57,724,635   

Information Technology

       –0 –       56,239,529         –0 –       56,239,529   

Energy

       –0 –       40,102,769         –0 –       40,102,769   

Health Care

       –0 –       34,549,107         –0 –       34,549,107   

Consumer Staples

       –0 –       34,291,731         –0 –       34,291,731   

Materials

       5,362,994         26,801,563         –0 –       32,164,557   

Utilities

       –0 –       21,371,679         –0 –       21,371,679   

Short-Term Investments

       –0 –       2,399,492         –0 –       2,399,492   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       3,407,974         –0 –       –0 –       3,407,974   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       49,188,169         545,056,028      –0 –       594,244,197   

 

16


    AB Variable Products Series Fund

 

       Level 1      Level 2      Level 3      Total  

Other Financial Instruments*:

             

Assets:

          

Futures

     $ –0 –     $ 16,405       $ –0 –     $ 16,405

Forward Currency Exchange Contracts

       –0 –       3,533,510         –0 –       3,533,510   

Liabilities:

          

Forward Currency Exchange Contracts

       –0 –       (3,547,459      –0 –       (3,547,459
    

 

 

    

 

 

    

 

 

    

 

 

 

Total^, ^^

     $ 49,188,169       $ 545,058,484       $             –0 –     $ 594,246,653   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

*   Other financial instruments are derivative instruments, such as futures and forwards, which are valued at the unrealized appreciation/depreciation on the instrument.

 

+   A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

 

#   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

 

^   There were no transfers from Level 1 to Level 2 during the reporting period.

 

^^   An amount of $7,478,286 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent

 

17


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2015, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,834.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $945,298, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

 

18


    AB Variable Products Series Fund

 

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $ 482,132,504       $ 558,731,725   

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

 

Cost

   $ 596,054,854   
  

 

 

 

Gross unrealized appreciation

     39,960,231   

Gross unrealized depreciation

     (41,770,888
  

 

 

 

Net unrealized depreciation

   $ (1,810,657
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the

 

19


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2015, the Portfolio held futures for non-hedging purposes.

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. 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.

During the year ended December 31, 2015, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

 

20


    AB Variable Products Series Fund

 

At December 31, 2015, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities

Location

  Fair Value    

Statement of
Assets and Liabilities

Location

   Fair Value  

Equity contracts

  Receivable/Payable for variation margin on exchange-traded derivatives   $ 16,405     

Foreign exchange contracts

  Unrealized appreciation on forward currency exchange contracts     3,533,510      Unrealized depreciation on forward currency exchange contracts    $ 3,547,459   
   

 

 

      

 

 

 

Total

    $ 3,549,915         $ 3,547,459   
   

 

 

      

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the year ended December 31, 2015:

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

   Realized Gain or
(Loss) on
Derivatives
     Change in Unrealized
Appreciation or
(Depreciation)
 

Equity contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ 311,472       $ (88,316

Foreign exchange contracts

   Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities      1,484,527         (762,716
     

 

 

    

 

 

 

Total

      $ 1,795,999       $ (851,032
     

 

 

    

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2015:

 

Futures:

  

Average original value of buy contracts

   $ 2,064,904   

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 200,148,637   

Average principal amount of sale contracts

   $ 204,273,326   

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2015:

 

Counterparty

   Derivative
Assets

Subject  to a MA
     Derivative
Available  for
Offset
    Cash
Collateral

Received
    Security
Collateral

Received
    Net Amount of
Derivatives
Assets
 

OTC Derivatives:

           

Bank of America, NA

   $ 62,558       $ –0 –    $ –0 –    $ –0 –    $ 62,558   

BNP Paribas SA

     570,867         (570,867     –0 –      –0 –      –0 – 

Citibank

     375,157         (126,601     –0 –      –0 –      248,556   

Goldman Sachs Bank USA

     333,868         (25,702     –0 –      –0 –      308,166   

 

21


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Counterparty

   Derivative
Assets

Subject  to a MA
     Derivative
Available  for
Offset
    Cash
Collateral

Received
    Security
Collateral

Received
    Net Amount of
Derivatives
Assets
 

HSBC Bank USA

   $ 179,289       $ –0 –    $ –0 –    $ –0 –    $ 179,289   

JPMorgan Chase Bank

     363,254         –0 –      –0 –      –0 –      363,254   

Morgan Stanley & Co., Inc.

     771,563         (771,563     –0 –      –0 –      –0 – 

Royal Bank of Scotland PLC

     327,141         –0 –      –0 –      –0 –      327,141   

Standard Chartered Bank

     190,469         (26,810     –0 –      –0 –      163,659   

State Street Bank & Trust Co.

     107,637         (107,637     –0 –      –0 –      –0 – 

UBS AG

     251,707         (82,475     –0 –      –0 –      169,232   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 3,533,510       $ (1,711,655   $ –0 –    $ –0 –    $ 1,821,855
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative
Liabilities
Subject  to a MA
     Derivative
Available for
Offset
    Cash
Collateral

Pledged*
    Security
Collateral

Pledged
    Net Amount  of
Derivatives
Liabilities
 

Exchange-Traded Derivatives:

           

Goldman Sachs & Co**

   $ 97       $ –0 –    $ (97   $   –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 97       $ –0 –    $ (97   $ –0 –    $ –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

OTC Derivatives:

           

Barclays Bank PLC

   $ 266,415       $ –0 –    $ –0 –    $ –0 –    $ 266,415   

BNP Paribas SA

     674,893         (570,867     –0 –      –0 –      104,026   

Citibank

     126,601         (126,601     –0 –      –0 –      –0 – 

Credit Suisse International

     320,329         –0 –      –0 –      –0 –      320,329   

Deutsche Bank AG

     221,336         –0 –      –0 –      –0 –      221,336   

Goldman Sachs Bank USA

     25,702         (25,702     –0 –      –0 –      –0 – 

Morgan Stanley & Co., Inc.

     1,081,284         (771,563     –0 –      –0 –      309,721   

Standard Chartered Bank

     26,810         (26,810     –0 –      –0 –      –0 – 

State Street Bank & Trust Co.

     721,614         (107,637     –0 –      –0 –      613,977   

UBS AG

     82,475         (82,475     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 3,547,459       $ (1,711,655   $   –0 –    $ –0 –    $ 1,835,804
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

 

**   Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2015.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive

 

22


    AB Variable Products Series Fund

 

collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $3,177,746 and had received cash collateral which has been invested into AB Exchange Reserves of $3,407,974. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $469,194 and $14,763 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 10,877      $ 361,053      $ 368,522      $ 3,408   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,

2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    410,557        371,734        $ 5,859,389      $ 5,495,507   

Shares issued in reinvestment of dividends

    93,564        140,849          1,256,699        1,959,658   

Shares redeemed

    (639,799     (697,255       (9,165,278     (10,349,606
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (135,678     (184,672     $ (2,049,190   $ (2,894,441
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    3,059,597        3,108,865        $ 43,344,961      $ 45,153,950   

Shares issued in reinvestment of dividends

    977,218        1,636,841          13,020,682        22,620,339   

Shares redeemed

    (8,879,432     (8,876,905       (126,132,215     (130,814,957
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (4,842,617     (4,131,199     $ (69,766,572   $ (63,040,668
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory, or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

 

23


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 14,277,382         $ 24,579,997   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 14,277,382         $ 24,579,997   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 902,312   

Accumulated capital and other losses

     (1,005,255,357 )(a) 

Unrealized appreciation/(depreciation)

     (1,897,065 )(b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (1,006,250,110
  

 

 

 

 

(a)   As of December 31, 2015, the Portfolio had a net capital loss carryforward of $1,002,884,088. During the fiscal year, the Portfolio utilized $26,558,363 of capital loss carryforwards to offset current year net realized gains. At December 31, 2015, the Portfolio had a post-October net short-term loss deferral of $2,371,269 which is deemed to arise on January 1, 2016.

 

(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 the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

 

24


    AB Variable Products Series Fund

 

As of December 31, 2015, the Portfolio had a net capital loss carryforward of $1,002,884,088 which will expire as follows:

 

SHORT-TERM

AMOUNT

  

LONG-TERM

AMOUNT

  

EXPIRATION

$  35,584,681    n/a    2016
  917,130,062    n/a    2017
    50,169,345    n/a    2018

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications and the tax treatment of passive foreign investment companies (PFICs) resulted in a net decrease in distributions in excess of net investment income and a corresponding net increase in accumulated net realized loss on investment and foreign currency transactions. This reclassification had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

25


 
INTERNATIONAL VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $13.53        $14.99        $12.96        $11.50        $14.90   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .30        .48        .33        .36        .36   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .05        (1.40     2.59        1.31        (3.19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .35        (.92     2.92        1.67        (2.83
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.36     (.54     (.89     (.21     (.56

Tax return of capital

    –0 –      –0 –      –0 –      –0 –      (.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.36     (.54     (.89     (.21     (.57
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $13.52        $13.53        $14.99        $12.96        $11.50   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    2.59     (6.21 )%      23.00     14.53     (19.25 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $48,665        $50,504        $58,723        $48,029        $62,003   

Ratio to average net assets of:

         

Expenses

    .85     .85     .82     .81     .82

Net investment income

    2.09     3.25     2.33     2.97     2.55

Portfolio turnover rate

    74     64     59     41     62

 

 

 

 

See footnote summary on page 27.

 

26


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $13.41        $14.86        $12.84        $11.40        $14.77   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .26        .45        .30        .32        .31   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .06        (1.40     2.56        1.29        (3.14
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .32        (.95     2.86        1.61        (2.83
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.32     (.50     (.84     (.17     (.53

Tax return of capital

    –0 –      –0 –      –0 –      –0 –      (.01
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.32     (.50     (.84     (.17     (.54
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $13.41        $13.41        $14.86        $12.84        $11.40   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

         

Total investment return based on net asset value (b)

    2.40     (6.46 )%      22.73     14.19     (19.44 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000,000’s omitted)

    $551        $616        $744        $1,058        $1,033   

Ratio to average net assets of:

         

Expenses

    1.10     1.10     1.07     1.06     1.07

Net investment income

    1.85     3.06     2.20     2.70     2.23

Portfolio turnover rate.

    74     64     59     41     62

 

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

See notes to financial statements.

 

27


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB International Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB International Value Portfolio (the “Fund”) (formerly AllianceBernstein International Value Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB International Value Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

28


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Portfolio for the taxable year ended December 31, 2015.

The Portfolio intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended December 31, 2015, $973,610 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $13,860,502.

 

29


 
 
INTERNATIONAL VALUE PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS   

Marshall C. Turner, Jr.(1), Chairman

   Nancy P. Jacklin(1)
John H. Dobkin(1)    Robert M. Keith, President and Chief Executive Officer
Michael J. Downey(1)    Garry L. Moody(1)
William H. Foulk, Jr.(1)   

Earl D. Weiner(1)

D. James Guzy(1)   
  
OFFICERS   

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Takeo Aso(2), Vice President

Avi Lavi(2), Vice President

Kevin F. Simms(2), Vice President

  

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

  
  

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

  

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

  

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

  

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

  

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the International Value Senior Investment Management Team. Mr. Takeo Aso, Mr. Avi Lavi and Mr. Kevin F. Simms are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

30


 
INTERNATIONAL VALUE PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

        
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        

DISINTERESTED DIRECTORS

     
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001-2008.      110       None
        

 

31


INTERNATIONAL VALUE PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

 

32


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS AND OTHER
RELEVANT QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None
        

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

33


 
 
INTERNATIONAL VALUE PORTFOLIO   AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
Robert M. Keith
55
     President and Chief Executive Officer      See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Takeo Aso
51
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Avi Lavi
49
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Kevin F. Simms
49
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer     

Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Portfolio Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

34


 
INTERNATIONAL VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB International Value Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category  

Advisory Fee Based on % of

Average Daily Net Assets

  Net Assets
3/31/15
($MIL)
 

International Value Portfolio

  International  

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

  $ 687.2   

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $49,439 (0.007% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

35


INTERNATIONAL VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

 

Portfolio   Expense Cap Pursuant
to Expense Limitation
Undertaking
  Gross
Expense
Ratio
    Fiscal Year End

International Value Portfolio

  Class A    1.20%     0.85%      December 31
  Class B    1.45%     1.10%     

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
    

AB Institutional

Fee Schedule

  Effective
AB Inst.
Adv. Fee
       Portfolio
Advisory
Fee
 

International Value Portfolio

   $687.2      International Value Portfolio

0.80% on first $25m

0.60% on the next $25m

0.50% on the next $50m

0.40% on the balance

Minimum account size $25m

    0.429        0.750

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

36


    AB Variable Products Series Fund

 

The Adviser also manages AB Trust, Inc.—International Value Fund (“International Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   AB Mutual Fund   Fee Schedule   ABMF
Effective
Fee
    Portfolio
Advisory
Fee
 

International Value Portfolio

  International Value Fund  

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

    0.750%        0.750%   

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2015 net assets:

 

Portfolio   SCB Fund Portfolio   Fee Schedule   SCB
Fund
Effective
Fee
    Portfolio
Advisory
Fee
 

International Value Portfolio7

  International Portfolio  

0.925% on 1st $1 billion

0.850% on next $3 billion

0.800% on next $2 billion

0.750% on next $2 billion

0.650% thereafter

The Adviser is waving 5 basis points in advisory fees effective through October 31, 2015.

    0.875% 8      0.750%   

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2015 net assets.

 

Portfolio        Fee Schedule   Effective
Sub-Adv.
Fee
    Portfolio
Advisory
Fee
 

International Value Portfolio

  Client #19,10  

0.60% on first $ 1 billion

0.55% on next $500 million

0.50% on next $500 million

0.45% on next $500 million

0.40% on the balance

    0.600%        0.750%   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

 

8   The SCB Fund portfolio effective fee of 0.875% reflects the five basis points advisory fee waiver.

 

9   The client is an affiliate of the Adviser.

 

10   Assets are aggregated with other client portfolios for purposes of calculating the investment advisory fee.

 

37


INTERNATIONAL VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.11 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.12,13

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject Portfolio.

 

Portfolio    Contractual
Management
Fee14
     Lipper EG
Median
(%)
     Lipper EG
Rank
 

International Value Portfolio15

     0.750         0.829         4/10   

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.16

 

Portfolio    Expense
Ratio
(%)17
     Lipper
EG
Median (%)
     Lipper
EG
Rank
     Lipper
EU
Median (%)
     Lipper
EU
Rank
 

International Value Portfolio18

     0.845         0.883         4/10         0.941         6/25   

Based on this analysis, the Portfolio has equally favorable rankings on a total expense ratio basis and on a contractual management fee basis.

 

11   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

12   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

13   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

14   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

 

15   The Portfolio’s EG includes the Portfolio, three other VIP International Multi-Cap Value (“IMLV”) funds and six VIP International Multi-Cap Core (“IMLC”) funds.

 

16   Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

17   Most recently completed fiscal year end Class A total expense ratio.

 

18   The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

 

38


    AB Variable Products Series Fund

 

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25% . During the fiscal year ended December 31, 2014, ABI received $1,719,739 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $3,585,536 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.19

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

 

19   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

39


INTERNATIONAL VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.20,21 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.22 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio23 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)24 for the periods ended February 28, 2015.25

 

      Portfolio (%)      PG
Median (%)
     PU
Median (%)
     PG
Rank
     PU
Rank
 

International Value Portfolio

              

1 year

     –0.85         –8.06         –2.70         1/3         5/13   

3 year

     7.59         7.32         7.75         1/3         7/12   

5 year

     5.00         6.58         6.83         3/3         9/10   

10 year

     1.99         3.21         4.17         2/2         6/6   

 

20   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

21   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

22   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

23   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

24   The Portfolio’s PG/PU is not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

 

25   Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

40


    AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)26 versus its benchmark.27 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.28

 

    

Periods Ending February 28, 2015

Annualized Performance

 
   

1
Year

(%)

   

3
Year

(%)

   

5
Year

(%)

   

5
Year

(%)

   

Since
Inception

(%)

    Annualized     Risk
Period
(Year)
 
               Volatility
(%)
    Sharpe
(%)
   

International Value Portfolio

    0.85        7.59        5.00        1.99        5.69        21.46        0.13        10   

MSCI EAFE Index (Net)

    –0.03        9.41        7.78        4.84        4.96        18.10        0.27        10   

Inception Date: May 10, 2001

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

 

 

 

26   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

27   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

28   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

41


 

 

 

 

VPS-IV-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

LARGE CAP GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
LARGE CAP GROWTH PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Large Cap Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in equity securities of a limited number of large, carefully selected, high-quality US companies. The Portfolio invests primarily in the domestic equity securities of companies selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential within various market sectors. The Portfolio emphasizes investments in large, seasoned companies. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in common stocks of large-capitalization companies.

The Adviser expects that normally the Portfolio will tend to emphasize investments in securities issued by US companies, although it may invest in foreign securities. The Adviser’s research focus is on companies with high sustainable growth prospects, high or improving return on invested capital, transparent business models, and strong and lasting competitive advantages.

The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio’s portfolio from a decline in value, sometimes within certain ranges

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Growth Index, in addition to the broad market as measured by the Standard & Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio outperformed the benchmark during the annual period. Security selection was responsible for most of the premium, though sector allocation also contributed. Stock selection in the consumer-discretionary, technology and industrials sectors boosted relative performance. Underweight positions in energy, materials and industrials also contributed. Stock selection in financials and energy offset some of the gains.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Throughout 2015, investors grappled with conflicting market forces including concerns about China’s growth, the falling price of oil and other commodities, and continued monetary easing in Europe and Japan, although equity markets recovered modestly in the fourth quarter. Volatility eased somewhat after a sharp third-quarter correction and investors were cautiously optimistic about the US economy’s modest growth. Unemployment data was low at 5.0% and showed improvement in several important areas, such as consumer spending, business investment and the housing sector. In December, initial relief over the Fed’s long-anticipated move gave way to concern over the pace of future interest rate hikes. Interest rates are still extremely low in historical perspective, and the recovery remains moderate, with US gross domestic product growth averaging 2.2% through the first three quarters of 2015.

The Large Cap Growth Team follows a bottom-up stock picking methodology that seeks to identify companies that meet our investment criteria of healthy balance sheets, competitive advantages, strong cash-flow generation, transparent business models and sustainable growth. The Portfolio is conservatively positioned amid the current uncertainty in the global macro environment.

 

1


 
LARGE CAP GROWTH PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The Russell 1000® Growth Index and the S&P 500® Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Growth Index represents the performance of 1,000 large-cap growth companies within the US. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
LARGE CAP GROWTH PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Large Cap Growth Portfolio Class A

     11.11%           14.47%           7.37%   

Large Cap Growth Portfolio Class B

     10.86%           14.20%           7.10%   

Russell 1000 Growth Index

     5.67%           13.53%           8.53%   

S&P 500 Index

     1.38%           12.57%           7.31%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.09%.

 

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved through favorable market conditions.

 

       

       

   

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.83% and 1.08% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

LARGE CAP GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Large Cap Growth Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Growth Index, and the broad market, as represented by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
LARGE CAP GROWTH PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account  Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During  Period*
     Annualized
Expense  Ratio*
 

Class A

           

Actual

   $   1,000       $   1,031.90       $   4.20         0.82

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,021.07       $ 4.18         0.82
           

Class B

           

Actual

   $ 1,000       $ 1,030.60       $ 5.43         1.06

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,019.86       $ 5.40         1.06

 

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


LARGE CAP GROWTH PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Alphabet, Inc.—Class A & Class C

   $ 27,205,718           5.9

Apple, Inc.

     24,112,119           5.2   

Facebook, Inc.—Class A

     21,317,044           4.6   

Biogen, Inc.

     20,732,236           4.5   

Intuitive Surgical, Inc.

     18,708,711           4.1   

Home Depot, Inc. (The)

     17,892,235           3.9   

Visa, Inc.—Class A

     17,295,201           3.8   

UnitedHealth Group, Inc.

     16,776,758           3.7   

CVS Health Corp.

     16,082,090           3.5   

Comcast Corp.—Class A

     14,968,058           3.3   
    

 

 

      

 

 

 
     $   195,090,170           42.5

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Technology

   $ 122,477,027           26.5

Consumer Discretionary

     121,991,535           26.4   

Health Care

     94,535,569           20.5   

Consumer Staples

     33,629,806           7.3   

Producer Durables

     28,169,733           6.1   

Financial Services

     24,219,546           5.3   

Materials & Processing

     3,922,229           0.9   

Short-Term Investments

     32,501,904           7.0   
    

 

 

      

 

 

 

Total Investments

   $   461,447,349           100.0

 

 

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on www.russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


LARGE CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–93.5%

   
   

TECHNOLOGY–26.7%

   

COMPUTER SERVICES, SOFTWARE & SYSTEMS–17.1%

   

Adobe Systems, Inc.(a)

    31,770      $ 2,984,474   

Alphabet, Inc.–Class A(a)

    6,380        4,963,704   

Alphabet, Inc.–Class C(a)

    29,309        22,242,014   

ANSYS, Inc.(a)

    44,292        4,097,010   

Aspen Technology, Inc.(a)

    108,251        4,087,557   

Cognizant Technology Solutions Corp.–Class A(a)

    121,050        7,265,421   

F5 Networks, Inc.(a)

    21,290        2,064,278   

Facebook, Inc.–Class A(a)

    203,679        21,317,044   

ServiceNow, Inc.(a)

    40,491        3,504,901   

Tableau Software, Inc.–Class A(a)

    20,500        1,931,510   

Twitter, Inc.(a)

    182,820        4,230,455   
   

 

 

 
      78,688,368   
   

 

 

 

COMPUTER TECHNOLOGY–5.3%

   

Apple, Inc.

    229,072        24,112,119   
   

 

 

 

ELECTRONIC COMPONENTS–1.5%

   

Amphenol Corp.–Class A

    133,194        6,956,723   
   

 

 

 

SEMICONDUCTORS & COMPONENT–1.9%

   

NVIDIA Corp.

    264,672        8,723,589   
   

 

 

 

TELECOMMUNICATIONS EQUIPMENT–0.9%

   

Arista Networks, Inc.(a)(b)

    51,339        3,996,228   
   

 

 

 
      122,477,027   
   

 

 

 

CONSUMER DISCRETIONARY–26.6%

   

AUTO PARTS–1.0%

   

Mobileye NV(a)(b)

    109,636        4,635,410   
   

 

 

 

CABLE TELEVISION SERVICES–4.6%

   

AMC Networks, Inc.–Class A(a)

    84,008        6,273,717   

Comcast Corp.–Class A

    265,250        14,968,058   
   

 

 

 
      21,241,775   
   

 

 

 

COSMETICS–2.0%

   

Estee Lauder Cos., Inc. (The)–Class A

    104,160        9,172,330   
   

 

 

 

DIVERSIFIED RETAIL–2.6%

   

Costco Wholesale Corp.

    45,630        7,369,245   

Dollar Tree, Inc.(a)

    61,380        4,739,763   
   

 

 

 
      12,109,008   
   

 

 

 

ENTERTAINMENT–2.6%

   

Walt Disney Co. (The)

    111,550        11,721,674   
   

 

 

 

LEISURE TIME–2.7%

   

Priceline Group, Inc. (The)(a)

    9,690        12,354,265   
   

 

 

 
   

RESTAURANTS–2.1%

   

Starbucks Corp.

    158,800      $ 9,532,764   
   

 

 

 

SPECIALTY RETAIL–6.1%

   

Home Depot, Inc. (The)

    135,291        17,892,235   

L Brands, Inc.

    29,180        2,796,028   

O’Reilly Automotive, Inc.(a)

    13,420        3,400,896   

Ulta Salon Cosmetics & Fragrance, Inc.(a)

    21,940        4,058,900   
   

 

 

 
      28,148,059   
   

 

 

 

TEXTILES, APPAREL & SHOES–2.9%

   

NIKE, Inc.–Class B

    209,220        13,076,250   
   

 

 

 
      121,991,535   
   

 

 

 

HEALTH CARE–20.6%

   

BIOTECHNOLOGY–5.8%

   

Alexion Pharmaceuticals, Inc.(a)

    31,974        6,099,041   

Biogen, Inc.(a)

    67,675        20,732,236   
   

 

 

 
      26,831,277   
   

 

 

 

HEALTH CARE MANAGEMENT SERVICES–3.7%

   

UnitedHealth Group, Inc.

    142,611        16,776,758   
   

 

 

 

HEALTH CARE SERVICES–0.8%

   

Premier, Inc.–Class A(a)

    109,225        3,852,366   
   

 

 

 

MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–2.6%

   

Align Technology, Inc.(a)

    97,054        6,391,006   

Edwards Lifesciences Corp.(a)

    70,040        5,531,759   
   

 

 

 
      11,922,765   
   

 

 

 

MEDICAL EQUIPMENT–5.4%

   

Illumina, Inc.(a)

    30,826        5,916,896   

Intuitive Surgical, Inc.(a)

    34,255        18,708,711   
   

 

 

 
      24,625,607   
   

 

 

 

PHARMACEUTICALS–2.3%

   

Gilead Sciences, Inc.

    104,030        10,526,796   
   

 

 

 
      94,535,569   
   

 

 

 

CONSUMER STAPLES–7.3%

   

BEVERAGE: SOFT DRINKS–1.6%

   

Monster Beverage Corp.(a)

    50,216        7,480,175   
   

 

 

 

DRUG & GROCERY STORE CHAINS–3.5%

   

CVS Health Corp.

    164,489        16,082,090   
   

 

 

 

TOBACCO–2.2%

   

Philip Morris International, Inc.

    114,521        10,067,541   
   

 

 

 
      33,629,806   
   

 

 

 

 

6


    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

PRODUCER DURABLES–6.1%

   

AEROSPACE–0.6%

   

Rockwell Collins, Inc.

    30,150      $ 2,782,845   
   

 

 

 

AIR TRANSPORT–0.6%

   

Alaska Air Group, Inc.

    33,036        2,659,728   
   

 

 

 

BACK OFFICE SUPPORT, HR & CONSULTING–0.7%

   

Robert Half International, Inc.

    68,240        3,216,834   
   

 

 

 

DIVERSIFIED MANUFACTURING OPERATIONS–2.1%

   

Danaher Corp.

    104,052        9,664,350   
   

 

 

 

RAILROAD EQUIPMENT–0.5%

   

Wabtec Corp./DE

    32,820        2,334,159   
   

 

 

 

SCIENTIFIC INSTRUMENTS: ELECTRICAL–0.7%

   

AMETEK, Inc.

    64,075        3,433,779   
   

 

 

 

SCIENTIFIC INSTRUMENTS: GAUGES & METERS–0.9%

   

Mettler-Toledo International, Inc.(a)

    12,025        4,078,038   
   

 

 

 
      28,169,733   
   

 

 

 

FINANCIAL SERVICES–5.3%

   

ASSET MANAGEMENT & CUSTODIAN–1.5%

   

Affiliated Managers Group, Inc.(a)

    20,557        3,284,186   

BlackRock, Inc.–Class A

    10,690        3,640,159   
   

 

 

 
      6,924,345   
   

 

 

 

FINANCIAL DATA & SYSTEMS–3.8%

   

Visa, Inc.–Class A

    223,020        17,295,201   
   

 

 

 
      24,219,546   
   

 

 

 

MATERIALS & PROCESSING–0.9%

   

BUILDING MATERIALS–0.9%

   

Acuity Brands, Inc.

    16,776        3,922,229   
   

 

 

 

Total Common Stocks (cost $333,037,829)

      428,945,445   
   

 

 

 
   

SHORT-TERM INVESTMENTS–7.1%

   

TIME DEPOSIT–7.1%

   

State Street Time Deposit 0.01%, 1/04/16 (cost $32,501,904)

  $   32,502      $ 32,501,904   
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.6%
(cost $365,539,733)

      461,447,349   
   

 

 

 
    Shares        

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.8%

   

INVESTMENT COMPANIES–0.8%

   

AB Exchange Reserves–Class I, 0.24%(c)(d)
(cost $3,762,955)

    3,762,955        3,762,955   
   

 

 

 

TOTAL INVESTMENTS–101.4%
(cost $369,302,688)

      465,210,304   

Other assets less liabilities–(1.4)%

      (6,471,388
   

 

 

 

NET ASSETS–100.0%

    $ 458,738,916   
   

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(d)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

See notes to financial statements.

 

7


LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $365,539,733)

   $ 461,447,349 (a) 

Affiliated issuers (cost $3,762,955—investment of cash collateral for securities loaned)

     3,762,955   

Dividends and interest receivable

     263,984   

Receivable for capital stock sold

     25,416   
  

 

 

 

Total assets

     465,499,704   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     3,712,040   

Payable for investment securities purchased

     2,383,131   

Advisory fee payable

     294,349   

Payable for capital stock redeemed

     157,278   

Distribution fee payable

     56,983   

Collateral due to Securities Lending Agent

     50,915   

Administrative fee payable

     12,102   

Transfer Agent fee payable

     99   

Accrued expenses

     93,891   
  

 

 

 

Total liabilities

     6,760,788   
  

 

 

 

NET ASSETS

   $ 458,738,916   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 9,464   

Additional paid-in capital

     313,342,644   

Accumulated net realized gain on investment transactions

     49,479,192   

Net unrealized appreciation on investments

     95,907,616   
  

 

 

 
   $ 458,738,916   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

   $ 191,567,745           3,870,208         $ 49.50   

B

   $   267,171,171           5,593,322         $   47.77   

 

 

 

(a)   Includes securities on loan with a value of $3,628,801 (see Note E).

See notes to financial statements.

 

8


LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 3,800,711   

Affiliated issuers

     3,921   

Interest

     3,873   

Securities lending income

     62,719   
  

 

 

 
     3,871,224   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     3,357,846   

Distribution fee—Class B

     635,197   

Transfer agency—Class A

     4,009   

Transfer agency—Class B

     5,237   

Custodian

     119,143   

Administrative

     50,998   

Legal

     42,051   

Audit and tax

     39,388   

Printing

     33,858   

Directors’ fees

     21,156   

Miscellaneous

     13,446   
  

 

 

 

Total expenses

     4,322,329   
  

 

 

 

Net investment loss

     (451,105
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     50,330,010   

Net change in unrealized appreciation/depreciation of investments

     (3,725,632
  

 

 

 

Net gain on investment transactions

     46,604,378   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 46,153,273   
  

 

 

 

 

 

 

See notes to financial statements.

 

9


 
LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment loss

   $ (451,105   $ (414,781

Net realized gain on investment transactions

     50,330,010        69,922,926   

Net change in unrealized appreciation/depreciation of investments

     (3,725,632     (15,610,530
  

 

 

   

 

 

 

Net increase in net assets from operations

     46,153,273        53,897,615   

DIVIDENDS TO SHAREHOLDERS FROM

    

Net realized gain on investment transactions

    

Class A

     (17,054,341     –0 – 

Class B

     (23,201,920     –0 – 

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     25,770,154        (47,664,357
  

 

 

   

 

 

 

Total increase

     31,667,166        6,233,258   

NET ASSETS

    

Beginning of period

     427,071,750        420,838,492   
  

 

 

   

 

 

 

End of period (including accumulated net investment loss of $0 and $0, respectively)

   $ 458,738,916      $ 427,071,750   
  

 

 

   

 

 

 

 

 

 

See notes to financial statements.

 

10


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Large Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Large Cap Growth Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

11


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stocks*

   $ 428,945,445      $ –0 –    $ –0 –    $ 428,945,445   

Short-Term Investments

     –0 –      32,501,904        –0 –      32,501,904   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     3,762,955        –0 –      –0 –      3,762,955   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     432,708,400        32,501,904        –0 –      465,210,304   

Other Financial Instruments**

     –0 –      –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 432,708,400      $ 32,501,904      $             –0 –    $ 465,210,304   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

12


    AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

13


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,998.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $211,315, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 268,610,257       $ 281,842,903   

U.S. government securities

       –0 –       –0 – 

 

14


    AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 369,606,625   
  

 

 

 

Gross unrealized appreciation

     99,449,263   

Gross unrealized depreciation

     (3,845,584
  

 

 

 

Net unrealized appreciation

   $ 95,603,679   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $3,628,801 and had received cash collateral which has been invested into AB Exchange Reserves of $3,762,955. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $62,719 and $3,921 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 0      $ 71,084      $ 67,321      $ 3,763   

 

15


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    199,525        111,041        $ 10,118,836      $ 5,139,702   

Shares issued in reinvestment of dividends

    350,336        –0 –        17,054,341        –0 – 

Shares redeemed

    (562,984     (680,255       (28,506,471     (30,222,644
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (13,123     (569,214     $ (1,333,294   $ (25,082,942
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    904,381        414,540        $ 43,681,497      $ 18,012,375   

Shares issued in reinvestment of dividends

    493,448        –0 –        23,201,920        –0 – 

Shares redeemed

    (815,662     (937,930       (39,779,969     (40,593,790
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    582,167        (523,390     $ 27,103,448      $ (22,581,415
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015      2014  

Distributions paid from:

       

Ordinary income

     $             –0 –     $             –0 – 

Net long-term capital gains

       40,256,261         –0 – 
    

 

 

    

 

 

 

Total taxable distributions paid

     $ 40,256,261       $ –0 – 
    

 

 

    

 

 

 

 

16


    AB Variable Products Series Fund

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 237,824   

Undistributed capital gains

     49,545,304   

Unrealized appreciation/(depreciation)

     95,603,679 (a) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 145,386,807   
  

 

 

 

 

(a)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of a net operating loss to offset capital gains resulted in a net decrease in accumulated net investment loss and a corresponding net decrease to accumulated net realized gain on investment transactions. This reclassification had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

17


 
LARGE CAP GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $48.83        $42.78        $31.17        $26.86        $27.79   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (a)

    .02        .02        (.04     .05        .09   

Net realized and unrealized gain (loss) on investment transactions

    5.33        6.03        11.68        4.35        (.93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    5.35        6.05        11.64        4.40        (.84
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    –0 –      –0 –      (.03     (.09     (.09

Distributions from net realized gain on investment transactions

    (4.68     –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $49.50        $48.83        $42.78        $31.17        $26.86   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net
asset value (b)*

    11.11     14.14     37.35     16.39     (3.04 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $191,568        $189,620        $190,488        $160,226        $166,654   

Ratio to average net assets of:

         

Expenses

    .82     .83     .85     .86     .84

Net investment income (loss)

    .04     .04     (.11 )%      .18     .33

Portfolio turnover rate

    65     65     60     94     89

 

 

 

See footnote summary on page 19.

 

18


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $47.38        $41.62        $30.38        $26.17        $27.08   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (loss) (a)

    (.10     (.09     (.13     (.02     .02   

Net realized and unrealized gain (loss) on investment transactions

    5.17        5.85        11.37        4.24        (.91
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    5.07        5.76        11.24        4.22        (.89
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    –0 –      –0 –      –0 –      (.01     (.02

Distributions from net realized gain on investment transactions

    (4.68     –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $47.77        $47.38        $41.62        $30.38        $26.17   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)*

    10.86     13.84     37.00     16.12     (3.27 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $267,171        $237,452        $230,350        $190,896        $194,729   

Ratio to average net assets of:

         

Expenses

    1.07     1.08     1.10     1.11     1.09

Net investment income (loss)

    (.21 )%      (.21 )%      (.36 )%      (.07 )%      .08

Portfolio turnover rate

    65     65     60     94     89

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011 by 0.09%, 0.02%, 0.10%, 0.95% and 0.46%, respectively.

See notes to financial statements.

 

19


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Large Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Large Cap Growth Portfolio (the “Fund”) (formerly AllianceBernstein Large Cap Growth Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Large Cap Growth Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

20


 
 
LARGE CAP GROWTH PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

     Earl D. Weiner(1)
    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Frank V. Caruso(2), Vice President

Vincent C. DuPont(2) , Vice President

John H. Fogarty(2), Vice President

    

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the U.S. Large Cap Growth Investment Team. Messrs. Caruso, DuPont and Fogarty are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

21


 
LARGE CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE, (YEAR
FIRST ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

  

Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.

     110      

None

        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  

Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership experience and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.

     110      

Xilinx, Inc. (programmable logic semi-conductors) since 2007

        

John H. Dobkin, ##

74

(1992)

  

Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.

     110      

None

        

 

22


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE, (YEAR
FIRST ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
     
        

Michael J. Downey, ##

72

(2005)

  

Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.

     110      

Asia Pacific Fund, Inc. (registered investment company) since
prior to 2011

        

William H. Foulk, Jr., ##

83

(1990)

  

Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.

     110      

None

        

D. James Guzy, ##

79

(2005)

  

Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.

     110      

None

        

 

23


LARGE CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE, (YEAR
FIRST ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
     
        

Nancy P. Jacklin, ##

67

(2006)

  

Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.

     110      

None

        

Garry L. Moody, ##

63

(2008)

  

Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.

     110      

None

        

 

24


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE, (YEAR
FIRST ELECTED**)

  

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***

  

PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

    

OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS
(continued)
     
        

Earl D. Weiner, ##

76

(2007)

  

Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.

     110      

None

 

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

25


LARGE CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Frank V. Caruso

59

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Vincent C. DuPont

53

     Vice President      Senior Vice President of the Adviser**, with which he was associated since prior to 2011.
         
John H. Fogarty
46
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.
         

 

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the Fund.

 

   The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

26


 
LARGE CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Large Cap Growth Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category   Advisory Fee Based on % of
Average Daily Net Assets
  Net Assets
3/31/15
($MIL)
 

Large Cap Growth Portfolio

  Growth  

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

  $ 455.0   

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,204 (0.012% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

27


LARGE CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year  

Large Cap Growth Portfolio

 

Class A    0.83%

Class B    1.08%

    December 31   

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio   Net Assets
3/31/15
($MIL)
   AB Institutional
Fee Schedule
  Effective
AB Inst.
Adv. Fee
    Portfolio
Advisory
Fee
 

Large Cap Growth Portfolio

  $455.0   

U.S. Large Cap Growth Schedule

0.80% on first $25m

0.50% on the next $25m

0.40% on the next $50m

0.30% on the next $100m

0.25% on the balance

Minimum account size $25m

    0.321     0.750

The Adviser also manages AB Large Cap Growth Fund, Inc. (“Large Cap Growth Fund, Inc.”), retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Large Cap Growth Fund, Inc.

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

28


    AB Variable Products Series Fund

 

and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   AB Mutual Fund   Fee Schedule   ABMF
Effective
Fee
    Portfolio
Advisory
Fee
 

Large Cap Growth Portfolio

  Large Cap Growth Fund, Inc.  

0.75% on first $2.5 billion

0.65% on next $2.5 billion

0.60% on the balance

    0.750%        0.750%   

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Growth Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

 

Portfolio   Fee7     

American Growth Portfolio

   

Class A

  1.50%  

Class I (Institutional)

  0.70%  

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2015 net assets.

 

Portfolio        Fee Schedule   Effective
Sub-Adv.
Fee (%)
    Portfolio
Advisory
Fee (%)
 

Large Cap Growth Portfolio

  Client # 1  

0.35% on the first $50 million

0.30% on the next $100 million

0.25% on the balance

    0.272        0.750   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.8 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.9,10

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

 

8   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

9   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

10   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

29


LARGE CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)11
     Lipper
EG
Median (%)
     Lipper
EG
Rank
 

Large Cap Growth Portfolio

     0.750         0.750         7/14   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.12

 

Portfolio    Expense
Ratio
(%)13
     Lipper
EG
Median (%)
     Lipper
EG
Rank
     Lipper
EU
Median (%)
     Lipper
EU
Rank
 

Large Cap Growth Portfolio

     0.832         0.796         12/14         0.790         44/63   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI, an affiliate of the Adviser, received $571,201 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $1,154,489 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

 

11   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

12   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

13   Most recently completed fiscal year end Class A total expense ratio.

 

30


    AB Variable Products Series Fund

 

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.14

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.17 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

 

14   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

15   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

16   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

17   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

31


LARGE CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio18 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)19 for the periods ended February 28, 2015.20

 

      Portfolio
(%)
       PG
Median (%)
       PU
Median (%)
       PG
Rank
       PU
Rank
 

Large Cap Growth Portfolio

                      

1 year

     18.74           11.96           13.00           2/14           6/82   

3 year

     19.74           16.53           17.52           1/14           9/82   

5 year

     16.25           15.44           15.85           5/14           34/73   

10 year

     8.78           8.45           8.74           5/13           32/64   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)21 versus its benchmarks.22 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.23

 

    

Periods Ending February 28, 2015

Annualized Performance

 
   

1

Year
(%)

   

3

Year
(%)

   

5

Year

(%)

   

10

Year

(%)

   

Since

Inception

(%)

    Annualized    

Risk

Period

(Year)

 
           

Volatility

(%)

   

Sharpe

(%)

   

Large Cap Growth Portfolio

    18.74        19.74        16.25        8.78        9.81        16.32        0.50        10   

Russell 1000 Growth Index

    16.24        18.05        17.21        9.28        8.99        15.03        0.56        10   

Inception Date: June 26, 1992

  

             

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

  

 

18   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

19   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

20   Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

21   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

22   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

23   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

32


 

 

 

 

VPS-LCG-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO


 

A discussion of the Portfolio’s investment performance is not included in this report since the Portfolio only recently commenced operations on December 16, 2015. AllianceBernstein L.P. would like to thank you for your interest and investment in the Portfolio.

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
December 16, 2015+
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

  

     

Actual

   $   1,000       $ 996.00       $ 0.17         0.39

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,002.02       $   0.17         0.39
           

Class B

           

Actual

   $ 1,000       $ 995.00       $ 0.28         0.64

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,001.91       $ 0.28         0.64

 

 

 

+   Commencement of operations.

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 16/365 (to reflect the one-half year period).

 

1


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
STRATEGY BREAKDOWN*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

STRATEGY    CURRENT WEIGHTING  

Multi-Strategy

     50.0

Long/Short Equity

     29.9

Special Situations

     10.1

Credit

     10.0

 

 

 

 

 

 

 

 

*   All data are as of December 31, 2015. The Portfolio’s strategy breakdown is expressed as a percentage of total investments and may vary over time.

 

2


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

Company  

Shares

    U.S. $ Value  
   

INVESTMENT COMPANIES–100.0%

   

FUNDS AND INVESTMENT TRUSTS–100.0%(a)

   

AB Long/Short Multi-Manager Portfolio–Class Z

    14,745      $ 149,070   

AB Multi-Manager Alternative Strategies Fund–Class Z

    50,403        497,480   

AQR Long-Short Equity Fund–Class R6

    4,085        49,554   

DoubleLine Total Return Bond Fund–Class I

    9,251        99,723   

Gotham Absolute Return Fund–Institutional Class

    8,032        98,868   

Kellner Merger Fund–Institutional Class

    9,634        100,674   
   

 

 

 

TOTAL INVESTMENTS–100.0%
(cost $1,006,080)

      995,369   

Other assets less
liabilities–0.0%

      189   
   

 

 

 

NET ASSETS–100.0%

    $   995,558   
   

 

 

 

 

 

(a)   To obtain a copy of the Underlying Portfolios’ shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

See notes to financial statements.

 

3


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in Underlying Portfolios, at value

  

Unaffiliated issuers (cost $353,688)

   $ 348,819   

Affiliated issuers (cost $652,392)

     646,550   

Prepaid expenses

     82,466   

Receivable due from Adviser

     34,195   

Dividends receivable

     350   
  

 

 

 

Total assets

     1,112,380   
  

 

 

 

LIABILITIES

  

Offering cost payable

     86,000   

Audit and tax fee payable

     19,529   

Printing fee payable

     6,569   

Distribution fee payable

     1   

Accrued expenses

     4,723   
  

 

 

 

Total liabilities

     116,822   
  

 

 

 

NET ASSETS

   $ 995,558   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 100   

Additional paid-in capital

     999,884   

Undistributed net investment income

     4,754   

Accumulated net realized gain on investment transactions

     1,531   

Net unrealized depreciation on investments

     (10,711
  

 

 

 
   $ 995,558   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $   985,603           99,000         $   9.96   

B

     $ 9,954.56           1,000         $ 9.95   

 

 

 

See notes to financial statements.

 

4


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
STATEMENT OF OPERATIONS  
For the period December 16, 2015(a) to December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Income distributions from unaffiliated Underlying Portfolios

   $     2,636   

Income distributions from affiliated Underlying Portfolios

     2,263   
  

 

 

 
     4,899   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     779   

Distribution fee—Class B

     1   

Audit and tax

     19,529   

Printing

     6,569   

Amortization of offering expenses

     3,534   

Custodian

     3,315   

Legal

     1,326   

Miscellaneous

     82   
  

 

 

 

Total expenses

     35,135   

Less: expenses waived and reimbursed by the Adviser (see Note B)

     (34,974
  

 

 

 

Net expenses

     161   
  

 

 

 

Net investment income

     4,738   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain distributions from:

  

Affiliated Underlying Portfolios

     129   

Unaffiliated Underlying Portfolios

     1,402   

Net change in unrealized appreciation/depreciation of:

  

Affiliated Underlying Portfolios

     (5,842

Unaffiliated Underlying Portfolios

     (4,869
  

 

 

 

Net loss on investment transactions

     (9,180
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (4,442
  

 

 

 

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

5


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     December 16,
2015(a) to
December 31,
2015
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

  

Net investment income

   $ 4,738   

Net realized gain distributions from affiliated Underlying Portfolios

     129   

Net realized gain distributions from unaffiliated Underlying Portfolios

     1,402   

Net change in unrealized appreciation/depreciation of affiliated Underlying Portfolios

     (5,842

Net change in unrealized appreciation/depreciation of unaffiliated Underlying Portfolios

     (4,869
  

 

 

 

Net decrease in net assets from operations

     (4,442

CAPITAL STOCK TRANSACTIONS

  

Net increase

     1,000,000   
  

 

 

 

Total increase

     995,558   

NET ASSETS

  

Beginning of period

     –0 – 
  

 

 

 

End of period (including undistributed net investment income of $4,754)

   $ 995,558   
  

 

 

 

 

 

 

 

 

 

(a)   Commencement of operations.

See notes to financial statements.

 

6


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Multi-Manager Alternative Strategies Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). AB Multi-Manager Alternative Strategies Portfolio commenced operations on December 16, 2015. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is non-diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. As of December 31, 2015 AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of each class of shares of the Portfolio. 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 Portfolio invests primarily in a combination of portfolios managed by the Adviser and by certain unaffiliated third parties (the “Underlying Portfolios”).

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information

 

7


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1        Level 2      Level 3      Total  

Investments in Securities:

               

Assets:

               

Investment Companies

     $ 995,369         $             –0 –     $             –0 –     $ 995,369   
    

 

 

      

 

 

    

 

 

    

 

 

 

Total^

     $ 995,369         $ –0 –     $ –0 –     $ 995,369   
    

 

 

      

 

 

    

 

 

    

 

 

 

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2)

 

8


    AB Variable Products Series Fund

 

regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for the current tax year and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Income and capital gain distributions from the Underlying Portfolios, if any, are recorded on the ex-dividend date. Transactions in shares of the Underlying Portfolios are accounted for on the trade date. Investment gains and losses are determined on the identified cost basis.

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses included in the accompanying statements of operations do not include any expenses of the Underlying Portfolios. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

 

9


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

8. Offering Expenses

Offering expenses of $86,000 were deferred and amortized on a straight line basis over a one year period starting from December 16, 2015 (commencement of operations).

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of 1.90% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding interest expense, taxes, extraordinary expenses, expenses associated with securities sold short, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to 2.15% and 2.40% of daily average net assets for Class A and Class B, respectively. Any fees waived and expenses borne by the Adviser are subject to repayment by the Portfolio until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no repayments will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated by the Adviser before December 16, 2017. For the period ended December 31, 2015, such reimbursements/waivers amounted to $34,199.

The Portfolio currently invests in AB Multi-Manager Alternative Strategies Fund (“MMAS”) and AB Long/Short Multi-Manager Fund (“LSMM”), open-end management investment companies managed by the Adviser. In addition to the Expense Caps, the Adviser has contractually agreed, through December 16, 2016, to waive its management fees and/or bear Portfolio expenses in an amount equal to the Portfolio’s proportionate share of all advisory fees and other expenses of all mutual funds advised by the Adviser in which the Portfolio may invest (including MMAS and LSMM) and to waive its management fees so that the effective management fee payable with respect to Portfolio assets invested in mutual funds that are not advised by the Adviser is 0.20%. For the period ended December 31, 2015, such waiver amounted to $775.

A summary of the Portfolio’s affiliated Underlying Portfolio transactions for the period ended December 31, 2015 is as follows:

 

AB Multi-Manager Alternative Strategies Fund  
                                    Distributions  

Market Value
12/16/15(a)

(000)

   

Purchases
at Cost
(000)

   

Sales
Proceeds
(000)

   

Realized
Gain (Loss)
(000)

   

Change in
Unrealized
Appr./(Depr.)
(000)

   

Market Value
12/31/15

(000)

   

Income
(000)

   

Realized
Gains
(000)

 
$ –0 –    $ 500      $ –0 –    $ –0 –    $ (3   $ 497      $ –0 –    $ –0 – 

 

(a)   Commencement of operations.

 

AB Long/Short Multi-Manager Fund  
                                    Distributions  

Market Value
12/16/15(a)
(000)

   

Purchases
at Cost
(000)

   

Sales
Proceeds
(000)

   

Realized
Gain (Loss)
(000)

   

Change in
Unrealized
Appr./(Depr.)
(000)

   

Market Value
12/31/15

(000)

   

Income
(000)

   

Realized
Gains
(000)

 
$ –0 –    $ 152      $ –0 –    $ –0 –    $ (3   $ 149      $ 2      $ –0 –* 

 

(a)   Commencement of operations.

 

*   Amount is less than $500.

Brokerage commissions paid on investment transactions for the period ended December 31, 2015 amounted to $0, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments,

 

10


    AB Variable Products Series Fund

 

Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended December 31, 2015 were as follows:

 

       Purchases        Sales  

Investment securities (excluding U.S. government securities)

     $ 1,006,080         $ –0 – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 1,006,080   
  

 

 

 

Gross unrealized appreciation

   $ 675   

Gross unrealized depreciation

     (11,386
  

 

 

 

Net unrealized depreciation

   $ (10,711
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the period ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

 

11


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

NOTE E: Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    December 16,
2015(a) to
December 31, 2015
        December 16,
2015(a) to
December 31, 2015
 

Class A

     

Shares sold

    99,000          $990,000   
 

 

 

     

 

 

 

Net increase

    99,000          $990,000   
 

 

 

     

 

 

 

Class B

     

Shares sold

    1,000          $10,000   
 

 

 

     

 

 

 

Net increase

    1,000          $10,000   
 

 

 

     

 

 

 

 

(a)   Commencement of operations.

NOTE F: Risks Involved in Investing in the Portfolio

Allocation and Management Risk—The Adviser will invest the assets of the Portfolio primarily by allocating Portfolio assets to the Underlying Portfolios. The success of the Portfolio depends, in part, upon the ability of the Underlying Portfolios to develop and implement Strategies to achieve the Portfolio’s investment objective. There is no assurance that the Adviser’s allocation decisions will result in the desired effects. Subjective decisions made by the Adviser (e.g., with respect to allocation among Strategies) and/or the Underlying Portfolios may cause the Portfolio to incur losses or to miss profit opportunities on which it might otherwise have capitalized. The success of the Portfolio’s investment program depends primarily on the trading and investing skills of the investment advisers to Underlying Portfolios rather than on the trading and investing skills of the Adviser itself. To the extent that the Adviser is unable to select, manage, allocate appropriate levels of capital to, and invest with Underlying Portfolios that, in the aggregate, are able to produce consistently positive returns for the Portfolio, the performance of the Portfolio may be impaired.

Some investment advisers have little experience managing registered investment companies, which, unlike the private investment funds these investment advisers have been managing, are subject to daily inflows and outflows of investor cash and are subject to certain legal and tax-related restrictions on their investments and operations. Subject to the overall supervision of the Portfolio’s investment program by the Adviser, each investment adviser to an Underlying Portfolio is responsible, with respect to the Underlying Portfolio, for compliance with the Underlying Portfolio’s investment strategies and applicable law.

Strategies implemented by the Underlying Portfolios may fail to produce the intended results. The success of a particular Underlying Portfolio is dependent on the expertise of its portfolio managers. Certain investment advisers to Underlying Portfolios may have only one or a limited number of key individuals responsible for managing the Portfolio’s assets. The loss of one or more key individuals from an investment adviser could have a materially adverse effect on the performance of the Underlying Portfolio.

Counterparty Risk—The Portfolio is expected to establish relationships with third parties to engage in derivative transactions and obtain prime and other brokerage services that permit the Portfolio to trade in any variety of markets or asset classes. If the Portfolio is unable to establish or maintain such relationships, such inability may limit the Portfolio’s transactions and trading activity, prevent it from trading at optimal rates and terms, and result in losses.

Some of the markets in which the Portfolio may effect transactions are not “exchange-based,” including “over-the-counter” or “interdealer” markets. The participants in these markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. This exposes the Portfolio to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions. Such “counterparty risk” is heightened for contracts with longer maturities where events may intervene to prevent settlement, or where the Portfolio has concentrated its transactions with a single or small group of counterparties. Furthermore, there is a risk that any of the Portfolio’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the Portfolio’s counterparties were to become insolvent or the subject of insolvency proceedings, there exists the risk that the recovery of the Portfolio’s assets from the counterparty will be delayed or be of a value less than the value of the assets originally entrusted to the counterparty.

 

12


    AB Variable Products Series Fund

 

Hedging Transactions Risk—The Portfolio may invest in securities and utilize financial instruments to seek to hedge fluctuations in the values of the Portfolio’s positions. However, hedging transactions will typically limit the opportunity for gain if the value of such positions should increase, and may not work as intended and actually compound losses. It may not be possible to hedge against certain price fluctuations at a reasonable cost.

Short Sales Risk—The Portfolio may engage in short-selling, which involves the sale of a security that the Portfolio does not own in the hope of purchasing the same or equivalent security at a later date at a lower price. A short sale involves the risk of an increase in the market price of the security, and therefore the possibility of a theoretically unlimited loss. The Portfolio must borrow the security to initiate the short sale, and it may be difficult and costly to effect the purchase of the security in order to return it to the lender, particularly if the security is illiquid. The Portfolio may for a number of reasons be forced to unwind a short sale at a disadvantageous price.

Volatility Risk—The Portfolio will frequently be subject to substantial volatility, which could result from a number of causes. Furthermore, there is the risk that a disproportionate share of the Portfolio’s assets may be committed to one or more investment strategies or techniques, which would result in less diversification than would be suggested by the number of Sub-Advisers being employed. The allocation of Portfolio assets to Sub-Advisers in response to particular market conditions could increase volatility and potential for loss if such market conditions continue to worsen or react in a manner not anticipated by the Adviser.

Portfolio Turnover Risk—Certain Underlying Portfolios may invest and trade securities on the basis of certain short-term market considerations. The resultant high portfolio turnover could potentially involve substantial brokerage commissions and fees.

Special Situations Investment Risk—Special situations investing requires an investment adviser to an Underlying Portfolio to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result.

Fixed-Income Securities Risk—The Portfolio may invest in debt or other fixed-income securities of U.S. and non-U.S. issuers. The value of fixed-income securities will change in response to fluctuations in interest rates and changes in market perception of the issuer’s creditworthiness or other factors. The Portfolio may invest to a substantial degree in debt securities rated below investment grade, otherwise known as high-yield securities or “junk bonds.” High-yield securities may rank junior to other outstanding securities and obligations of the issuer. Moreover, high-yield securities may not be protected by financial covenants or limitations on additional indebtedness. Companies that issue high-yield securities are often highly leveraged and may not have available to them more traditional methods of financing. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments.

Distressed Investments Risk—The Portfolio may invest in companies that are in poor financial condition, lack sufficient capital or that are involved in bankruptcy or reorganization proceedings. Securities and obligations of such distressed companies often trade at a discount to the expected enterprise value that could be achieved through a restructuring and an investor in such securities is exposed to risk that a restructuring will not occur, or will occur on unfavorable terms. Debt obligations of distressed companies are typically unrated, lower-rated or close to default. Securities of distressed companies are generally more likely to become worthless than securities of more financially stable companies.

Derivative Instruments Risk—The Portfolio may enter into options, futures, forwards, swaps and other derivative instrument contracts. Derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of nonperformance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. The prices of derivative instruments can be highly volatile. Depending on the nature of the derivative, price movements may be influenced by interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.

Small Capitalization and Recently Organized Companies Risk—Portfolio assets may be exposed, long and short, to securities of small capitalization companies and recently organized companies. Historically, such securities have been more volatile in price than those of larger capitalized, more established companies. These companies may have limited product lines, distribution

 

13


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

Non-U.S. Investments Risk—The Portfolio may invest in securities of non-U.S. companies and foreign countries. Investing in the securities of such companies and countries involves political and economic considerations, such as: the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on income or capital gains; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Fund’s investment opportunities. The economies of non-U.S. countries may differ favorably or unfavorably from the United States economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. In addition, accounting and financial reporting standards that prevail in non-U.S. countries generally are not equivalent to U.S. standards and, consequently, less information may be available to investors in companies located in non-U.S. countries than is available to investors in companies located in the United States.

Currency Risk—The Portfolio may invest a portion of its assets in instruments denominated in currencies other than the U.S. dollar, the prices of which are determined with reference to currencies other than the U.S. dollar. The Portfolio, however, generally values its securities and other assets in U.S. dollars. To the extent unhedged, the value of the Portfolio’s assets will fluctuate with currency exchange rates as well as with the price changes of the Portfolio’s investments. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which the Portfolio makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the Portfolio’s securities in their local markets. The Portfolio may utilize financial instruments such as currency options and forward contracts to hedge currency fluctuations, but there can be no assurance that such hedging transactions (if implemented) will be effective.

Emerging Market Risk—Investment in emerging market securities involves a greater degree of risk than investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risks of less publicly available information, more volatile markets, less strict securities market regulation, less favorable tax provisions, and a greater likelihood of severe inflation, unstable currency, war and expropriation of personal property than investments in securities of issuers based in developed countries.

Undervalued Securities Risk—The Portfolio may make certain investments in securities that an investment adviser to an Underlying Portfolio believes to be undervalued. However, there are no assurances that the securities will in fact be undervalued. In addition, it may take a substantial period of time before the securities realize their anticipated value, and such securities may never appreciate to the level anticipated by the investment adviser.

Quantitative Investment Risk—Certain investment advisers to Underlying Portfolios may attempt to execute strategies for an Underlying Portfolio using proprietary quantitative models. Investments selected using these models may perform differently than expected as a result of the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models (including, for example, data problems and/or software issues). There is no guarantee that an investment adviser’s use of quantitative models will result in effective investment decisions for an Underlying Portfolio. The success of an investment adviser’s quantitative investment models is heavily dependent on the mathematical models used by the investment adviser. Models that have been formulated on the basis of past market data may not be predictive of future price movements. Models also may have hidden biases or exposure to broad structural or sentiment shifts. Furthermore, the effectiveness of such models tends to deteriorate over time as more traders seek to exploit the same market inefficiencies through the use of similar models.

Commodities-Related Investments Risk—To the extent the Portfolio invests in commodities or instruments whose performance is linked to the price of an underlying commodity or commodity index, the Portfolio will be subject to the risks of investing in commodities, including regulatory, economic and political developments, weather events and natural disasters and market disruptions. Commodities and commodity-linked investments may be less liquid than other investments.

Multi-Manager Risk—The multi-manager strategy employed by the Portfolio involves special risks, which include:

 

   

Offsetting positions. Investment advisers to Underlying Portfolios may make investment decisions that conflict with each other; for example, at any particular time, one investment adviser may be purchasing shares of an issuer whose shares are being sold by another investment adviser. Consequently, the Portfolio could indirectly incur transaction costs without accomplishing any net investment result.

 

14


    AB Variable Products Series Fund

 

 

   

Proprietary investment strategy risk. Investment advisers to Underlying Portfolios may use proprietary or licensed investment strategies that are based on considerations and factors that are not fully disclosed to the Board or the Adviser. Moreover, these proprietary or licensed investment strategies, which may include quantitative mathematical models or systems, may be changed or refined over time. An investment adviser to an Underlying Portfolio (or the licensor of the strategies used by the investment adviser) may make certain changes to the strategies the investment adviser has previously used, may not use such strategies at all (or the investment adviser’s license may be revoked), and may use additional strategies, where such changes or discretionary decisions, and the reasons for such changes or decisions, are also not fully disclosed to the Board or the Adviser. These strategies may involve risks under some market conditions that are not anticipated by the Adviser or the Portfolio.

Non-Diversification Risk—The Portfolio is a “non-diversified” investment company, which means that the Portfolio may invest a larger portion of its assets in fewer companies than a diversified investment company. This increases the risks of investing in the Portfolio since the performance of each stock has a greater impact on the Portfolio’s performance. To the extent that the Portfolio invests a relatively high percentage of its assets in securities of a limited number of companies, the Portfolio may also be more susceptible than a diversified investment company to any singe economic, political or regulatory occurrence.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous time or price. Illiquid securities may also be difficult to value. Derivatives and securities involving substantial market risk and credit risk tend to involve greater liquidity risk.

Mortgage-Related Securities Risk—In the case of investments in mortgage-related securities, a loss could be incurred if the collateral backing these securities is insufficient.

Real Estate Risk Related Securities Risk—The Portfolio may invest in real estate related securities and may indirectly invest in real assets, such as real estate, natural resources and commodities, and infrastructure assets. Investing in real estate related securities includes, among others, the following risks: possible declines in the value of real estate; risks related to general and local economic conditions, including increases in the rate of inflation; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates. Investments in real assets involve a substantial degree of risk, including significant financial, operating and competitive risks. Investing in real estate investment trusts, or REITs, involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are often subject to heavy cash flow dependency, default by borrowers and self-liquidation.

Investment in Other Investment Companies Risk—As with other investments, investments Underlying Portfolios, including exchange-traded funds, or ETFs, are subject to market and selection risk. In addition, when the Portfolio acquires shares of Underlying Portfolios, Contractholders bear both their proportionate share of expenses in the Portfolio (including management fees and advisory fees) and, indirectly, the expenses of the Underlying Portfolios.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

 

15


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

NOTE G: Tax Information

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 4,754   

Undistributed capital gains

     1,531   

Unrealized appreciation/(depreciation)

     (10,711
  

 

 

 

Total accumulated earnings/(deficit)

   $ (4,426
  

 

 

 

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal period, permanent differences primarily due to the tax treatment of offering costs resulted in a net increase in undistributed net investment income and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE H: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

16


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    December 16,
2015(a) to
December 31,
2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .05   

Net realized and unrealized loss on investment transactions

    (.09
 

 

 

 

Net decrease in net asset value from operations

    (.04
 

 

 

 

Net asset value, end of period

    $9.96   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (.40 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $986   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .39

Expenses, before waivers/reimbursements (e)^

    85.71

Net investment income (c)^

    11.56

Portfolio turnover rate

    0

 

 

 

 

See footnote summary on page 18.

 

17


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    December 16,
2015(a)  to

December 31,
2015
 

Net asset value, beginning of period

    $10.00   
 

 

 

 
 

Income From Investment Operations

 

Net investment income (b)(c)

    .05   

Net realized and unrealized loss on investment transactions

    (.10
 

 

 

 

Net decrease in net asset value from operations

    (.05
 

 

 

 

Net asset value, end of period

    $9.95   
 

 

 

 
 

Total Return

 

Total investment return based on net asset value (d)

    (.50 )% 
 

Ratios/Supplemental Data

 

Net assets, end of period (000’s omitted)

    $10   

Ratio to average net assets of:

 

Expenses, net of waivers/reimbursements (e)^

    .64

Expenses, before waivers/reimbursements (e)^

    85.78

Net investment income (c)^

    11.32

Portfolio turnover rate

    0

 

 

 

(a)   Commencement of operations.

 

(b)   Based on average shares outstanding.

 

(c)   Net of fees and expenses waived/reimbursed 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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Expense ratios do not include expenses of Underlying Portfolios in which the Portfolio invests. For the period ended December 31, 2015, the estimated annualized blended expense ratios of Underlying Portfolios in which the Portfolio invests were 1.76% for both Class A and Class B Shares.

 

^   Annualized.

 

18


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Multi-Manager Alternative Strategies Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Multi-Manager Alternative Strategies Portfolio (the “Fund”), one of the series constituting AB Variable Products Series Fund, Inc., as of December 31, 2015, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period December 16, 2015 (commencement of operations) to December 31, 2015. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Multi-Manager Alternative Strategies Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, and the results of its operations, the changes in its net assets, and the financial highlights for the period December 16, 2015 (commencement of operations) to December 31, 2015, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

19


 
MULTI-MANAGER  
ALTERNATIVE STRATEGIES PORTFOLIO   AB Variable Products Series Fund

 

 

BOARD OF DIRECTORS  
Marshall C. Turner, Jr.(1), Chairman   Nancy P. Jacklin(1)
John H. Dobkin(1)   Robert M. Keith, President and Chief Executive Officer
Michael J. Downey(1)   Garry L. Moody(1)
William H. Foulk, Jr.(1)   Earl D. Weiner(1)
D. James Guzy(1)  
 
 
OFFICERS  

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Marc H. Gamsin(2), Vice President

Greg Outcalt(2), Vice President

 

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Emilie D. Wrapp, Secretary

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 
 

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

 

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

PRINCIPAL UNDERWRITER

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

 

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

 

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Fund are made by its senior management team. Messrs. Gamsin and Outcalt are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

20


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,
(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None
        

 

21


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,
(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

 

22


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,
(YEAR FIRST ELECTED**)

   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to this position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

23


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

 

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P., since prior to March 2003.
         

Marc Gamsin

60

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Greg Outcalt

53

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

*   The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABI and ABIS are affiliates of the Fund.

 

     The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at 1-(800) 227-4618, or visit www.ABglobal.com, for a free prospectus or SAI.

 

24


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
    AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the Fund’s Advisory Agreement with the Adviser in respect of AB Multi-Manager Alternative Strategies Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 3-4, 2015.

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the proposed advisory fee in the Advisory Agreement. The directors also discussed the proposed approval in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, including the Fund, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the AB Funds and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the proposed advisory fee, were fair and reasonable in light of the services to be performed, expenses to be incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services to be Provided

The directors considered the scope and quality of services to be provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the AB Funds. The directors considered both the investment advisory services and the other non-advisory services outlined with specificity in the Advisory Agreement that would be provided to the Portfolio by the Adviser. They also noted the professional experience and qualifications of the Portfolio’s portfolio manager and other members of the investment team and other senior personnel of the Adviser. The directors noted that the Advisory Agreement, unlike the advisory agreements for most of the other AB Funds, does not provide for reimbursement to the Adviser of the Adviser’s cost of providing administrative and accounting services for the Portfolio. These services will be covered by the advisory fee. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Portfolio under the Advisory Agreement.

Costs of Services to be Provided and Profitability

Because the Portfolio had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Portfolio. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Portfolio and that the Portfolio was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their proposed relationships with the Portfolio, including, but not limited, to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges to be received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of

 

25


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
(continued)   AB Variable Products Series Fund

 

the Portfolio’s Class B shares; transfer agency fees to be paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions to be paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s future profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

Since the Portfolio had not yet commenced operations and there were no existing AB Funds with the same investment style as the Portfolio, no performance or other historical information for the Portfolio was available from the Adviser. Based on the Adviser’s written and oral presentations regarding the management of the Portfolio and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $300 million. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $300 million, its proposed contractual advisory fee rate of 190 basis points was the same as the Lipper Expense Group median.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style.

The directors also reviewed the Senior Officer’s independent evaluation, in which the Senior Officer concluded that the proposed advisory fee was reasonable (although he noted that the directors might want to discuss with the Adviser the addition of breakpoints).

The directors considered the anticipated total expense ratio of the Class A shares of the Portfolio assuming $300 million in assets under management in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group than the Expense Group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio.

The directors also considered the proposed expense limitation agreement between the Adviser and the Fund for an initial period to end one year after commencement of the Portfolio’s public offering. Under the proposed expense limitation agreement the Adviser would agree to waive its fees and/or reimburse expenses of the Portfolio to the extent that total expenses (not including the estimated expense ratio for acquired funds) exceed 1.54% for the Class A Shares. If the Portfolio’s uncapped expenses for the Class A Shares were to fall below 1.54%, the Adviser would be able to recoup all or a portion of the fees it had previously waived until the end of three fiscal years after the fiscal period in which amounts were waived or reimbursed.

The anticipated expense ratio for the Portfolio reflected fee waivers and/or expense reimbursement as a result of the proposed expense limitation agreement. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the anticipated expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors considered the Adviser’s proposal to invest the Portfolio’s assets initially in mutual funds, including AB Mutual Funds and mutual funds not advised by the Adviser (“External Funds”) until the Portfolio’s asset level was sufficiently high that the Portfolio could achieve sufficient diversification by investing directly. The Adviser proposed to enter into a supplemental agreement with the Portfolio to waive fees payable by, or reimburse expenses to, the Portfolio for a one-year period in an amount equal to the fees and expenses (investment advisory fees as well as other fees and expenses) indirectly borne by the Portfolio attributable to the Portfolio’s investment in any AB Mutual Fund in which the Portfolio invests, and to also waive 1.70% of its 1.90% advisory fee on Portfolio assets invested in External Funds. Following a recommendation of the Senior Officer, the directors discussed with the Adviser their concern that, after the one-year term of

 

26


    AB Variable Products Series Fund

 

the expense limitation agreement and the supplemental agreement, the Portfolio would indirectly bear the advisory fees and non-advisory expenses of AB Mutual Funds in which it invests, and also lose the benefit of the Adviser’s waiver of all but .20% of its advisory fee in respect of assets invested in External Funds. In response to these concerns, the Adviser agreed to extend the expense limitation agreement for the Portfolio to a term of two years (from one year) and to make the Portfolio’s pro rata share of the fees and expenses of both AB Funds and External Funds in which the Portfolio invests (subject to specified exceptions) subject to the expense limitation agreement. The Adviser also agreed to discuss the potential extension of the supplemental agreement with the Board in advance of its expiration. The Adviser also discussed the appropriateness of the proposed benchmark for the Portfolio. In light of the foregoing, the directors were satisfied with the Adviser’s response and the proposed advisory fee arrangements for the Portfolio.

The directors noted that the Portfolio may invest in shares of external funds (non-AB Mutual Funds) in excess of the limits permitted under the Investment Company Act of 1940 pursuant to a Fund of Funds Order from the SEC. The directors concluded that the proposed advisory fee for the Portfolio was based on services to be provided that will be in addition to, rather than duplicative of, the services provided under the advisory contracts of the external funds in which the Portfolio may in the future invest.

The information reviewed by the directors showed that the Portfolio’s anticipated expense ratio of 2.15%, giving effect to the proposed expense limitation agreement, was the same as the Expense Group median and higher than the Expense Universe median. The directors concluded that the Portfolio’s anticipated expense ratio was satisfactory.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Portfolio does not contain breakpoints, and that they had discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. They considered the information provided by the Adviser showing that the Portfolio’s proposed advisory fee of 190 basis points was lower than the Expense Group median; and that, of the six other funds in the Portfolio’s Expense Group, three had no breakpoints. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

27


 
MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory

Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of Multi-Manager Alternative Strategies Portfolio (“Alternative Strategies Portfolio” or the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the initial approval of the Investment Advisory Agreement.

The Portfolio’s investment objective is long term capital appreciation. The Adviser seeks to achieve its investment objective by allocating its assets among alternative or non-traditional investment strategies (“Alternative Strategies”). The Adviser will allocate the Portfolio’s assets principally among the following types of Alternative Strategies: Long/Short Equity, Special Situations, Credit and Global Macro. The Adviser seeks to gain exposure across various Alternative Strategies, but may focus the Portfolio’s investments in particular Alternative Strategies in order to take advantage of perceived investment opportunities or based on its current market outlook.

The Portfolio will initially be a fund-of-funds, investing in various “Underlying Funds:” AB Cap Fund, Inc. – Multi-Manager Alternative Strategies Fund (“MMASF”), AB Cap Fund, Inc. – Long/Short Multi-Manager Portfolio (“LSMM”) and External Funds (funds not advised by the Adviser).3 Eventually, if the Portfolio’s assets grow as planned, the Adviser expects to retain unaffiliated sub-advisers (“Sub-Advisers”) to manage respective sleeves of the Portfolio. Set forth below is a brief description of each Alternative Strategy:

Long Short Equity: In a Long/Short Equity strategy, an Underlying Fund or Sub-Adviser generally will seek to buy certain securities in the expectation that they will increase in value and sell other securities short in the expectation that they will decrease in value.

Special Situations: Special Situations strategies seek to take advantage of information inefficiencies resulting from a particular corporate event and exploit differences between the market value and estimated actual value of a security or instrument that may not be related to a specific corporate event.

Credit: An Underlying Fund or Sub-Adviser that employs Credit Strategies generally invests in a variety of fixed income and other securities. This strategy also includes opportunistic trading and investing in securities of distressed companies and high yield. The Portfolio may invest in various Credit Strategies that involve taking a long or short position in different financial instruments.

Global Macro: Global Macro strategies aim to identify and exploit imbalances in global economies and asset classes. Through encompassing many approaches and styles, macro strategies are linked by the utilization of macroeconomic and technical factors, rather than “bottom-up” individual security analysis, as the primary basis for management.

Each Underlying Fund or Sub-Adviser may utilize derivatives, in the management of the fund or sleeve, which may create gross exposure exceeding the net assets of the Underlying Fund or sleeve.

The Adviser proposed the Bank of America/Merrill Lynch 3-Month T-Bill Index as the Portfolio’s benchmark. The Portfolio will have a secondary benchmark, the HFRX Global Hedge Fund Index. The Adviser expects Lipper to place the Portfolio in its Alternative Other category, and Morningstar to place it in its Multi-Alternative category.

 

1   The information in the fee evaluation was completed on January 22, 2015 and discussed with the Board of Directors on February 3-4, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

 

3   The Adviser proposed an Acquired Fund Fee Waiver Agreement so that shareholders of the Portfolio will not have to bear the fund expenses of any affiliated underlying funds in which the Portfolio may invest.

 

28


    AB Variable Products Series Fund

 

The Senior Officer’s evaluation considered the following factors:

 

  1. Management fees charged to institutional and other clients of the Adviser for like services;

 

  2. Management fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”4

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

 

Portfolio    Advisory Fee

Alternative Strategies Portfolio

   1.90%
(flat fee)

The Adviser proposed an Acquired Fund Fee Waiver Agreement, which provides for the Adviser to waive all fees and/or reimburse expenses for a one year period after shares of the Portfolio are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of other AB Funds in which the Portfolio may invest, including MMASF and LSMM, so shareholders of the Portfolio will not bear the expenses of affiliated Underlying Funds. Also, under the Fee Waiver Agreement, the Adviser will waive 1.70% of its 1.90% advisory fee on Portfolio assets invested in External Funds, retaining 0.20% for External fund selection and asset allocation.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a two year period after the date the date that shares of the Portfolio is first offered to the public.5 The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidies. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period.

 

4   Jones v. Harris at 1427.

 

5   Prior to discussions between the Board of Directors and the Adviser at the February 3-5, 2015 meetings, the period after shares of the Portfolio are first offered to the public, in which the Adviser will waive all or a portion of its advisory fees and/or reimburse the Portfolio for fund expenses exceeding the Portfolio’s expense caps under the original terms of the Expense Limitation Undertaking, was for one year.

 

29


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

 

Portfolio  

Expense Cap Pursuant

to Expense Limitation

Undertaking

 

Estimated
Acquired

Funds
Ratio

   

Projected
Gross

Expense

Ratio6

    Fiscal Year End

Alternative Strategies Portfolio7

 

Class A     2.15%

Class B     2.40%

   

 

0.61%

0.61%

  

  

   
 
2.42%
2.67%
  
  
  December 31

Under the terms of the Expense Limitation Agreement, the Portfolio’s expense cap for each of the Portfolio share classes would include the entire acquired funds ratio. The Expense Limitation Agreement excludes expenses associated with securities sold short, interest expenses, taxes, extraordinary expenses, brokerage commissions and other transaction costs.

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services to be provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio will be more costly than those for institutional assets due to the greater complexities and time required for investment companies for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

The Investment Advisory Agreement for the Portfolio differs from other advisory fee agreements in place for other series of the Fund. The Investment Advisory Agreement for the Portfolio includes provisions addressing the possibility of the Adviser retaining Sub-Advisers for the Portfolio and specifying that the Adviser has an obligation to oversee the services provided by any Sub-adviser that is retained.8

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.9 However, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

 

6   The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $300 million.

 

7   Prior to discussions between the Board of Directors and the Adviser at the February 3-5, 2015 meetings, the Adviser proposed that the expense caps for the Portfolios’ Class A and Class B shares not include the estimated acquired funds ratio of 0.61%, so that the expense caps for the Portfolio were 1.54% and 1.79%, respectively for Class A and Class B shares.

 

8   The Investment Advisory Agreement will require the Adviser to obtain Board approval before retaining any Sub-Adviser.

 

9   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

30


    AB Variable Products Series Fund

 

The Adviser manages MMASF, a retail mutual fund which has a similar investment style as the Portfolio. Set forth below is the advisory fee schedule for MMASF and what would have been the effective advisory fee of the Portfolio had the fee schedule of MMASF been applicable to the Portfolio based on an initial estimate of the Portfolio’s net asset at $300 million.

 

Portfolio    AB Fund    Fee   

ABMF
Effective

Fee (%)

    

Portfolio

Advisory

Fee (%)

 

Alternative Strategies Portfolio

   MMASF    1.90% (flat fee)      1.900      1.900

The Adviser manages AB Multi-Manager Alternative Fund (the “MMA Fund”), a closed-end U.S. registered multi-manager fund of hedge funds. The MMA Fund has a somewhat similar investment style strategy as that contemplated for Alternative Strategies Portfolio. The MMA Fund allocates its assets among the following strategies: Long/Short Equity, Event Driven, Credit Distressed, Emerging Markets and Global Macro. The MMA Fund is offered and sold only to “accredited investors.” In addition, the MMA Fund invests in private investment vehicles (“hedge funds”) managed by entities unaffiliated with the Adviser. Set forth in the table below is the advisory fee charged to the MMA Fund:

 

Portfolio    Fund        Fee

Alternative Strategies Portfolio

     MMA Fund         1.50% of average daily net assets

The Adviser has represented that it does not manage any sub-advisory relationship that has a substantially similar investment style as any of the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.10 Lipper’s analysis included the Portfolio’s contractual management fee11 estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio had an insufficient number of multi-managed Alternative Other (“ALT”) fund peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper investment classification/objective. In this regard, the Portfolio’s EG was expanded to include Absolute Return (“ABR”) funds. Lipper does not have a separate category for multi-manager ALT funds. Accordingly, the EG that Lipper created for the Portfolio includes ALT and ABR

 

10   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

11   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

12   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

 

31


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

funds that are not multi-managed. To show the impact caused by this difference, the tables below also include a contractual management fee and total expense ratio comparison between funds with multi-managers and funds with single-managers.

 

Portfolio   

Contractual

Management

Fee13

       Lipper EG
Median (%)
      

Lipper

EG
Rank

 

Alternative Strategies Portfolio (all funds)14,15

     1.900           1.900           4/7   

only multi-managed funds

     1.900           1.995           1/4   

only single-managed funds

     N/A           1.150           N/A   

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective. A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.16

It should be noted that Lipper compared the Portfolio to a number of non-Class A share peers, which may have a 12b-1 or non 12b-1 service fee. Since the Portfolio’s Class A shares do not have a 12b-1 or non 12b-1 service fee, the Senior Officer compared the Portfolio’s total expenses to that of its peers excluding 12b-1/non 12b-1 service fees. The total expense ratios for the Portfolio’s peers include any underlying expenses that the peers may have. In addition, the EU does not include funds with a 12b-1 or non 12b-1 service fee other than funds in the EG.

 

Portfolio    Total
Expense
Ratio  (%)17
     Lipper
EG
Median (%)
    

Lipper

EG
Rank

    

Lipper

EU
Median (%)

     Lipper
EU
Rank
 

Alternative Strategies Portfolio (all funds)18

     2.150         2.150         4/7         1.603         8/12   

only multi-managed funds

     2.150         2.291         N/A         N/A         N/A   

only single-managed funds

     N/A         1.203         N/A         N/A         N/A   

Based on this analysis, the Portfolio’s contractual management fee is equal to the overall EG median, which includes multi-managed and single-managed funds, and is lower than the EG median for only multi-managed funds. The Portfolio’s total expense ratio is equal to the overall EG median and is lower than the EG median for only multi-managed funds.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

 

 

13   The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

 

14   The Portfolio’s EG includes, the Portfolio, four other ALT and two ABR funds.

 

15   The contractual management fee shown for the Portfolio does not take into consideration any advisory fee waivers or expense reimbursements made by the Adviser in connection with plans by the Portfolio to invest in other AB Mutual Funds or other External Funds.

 

16   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

17   Projected total expense ratio information, based on an initial net asset estimate of $300 million, pertains to the Portfolio’s Class A shares.

 

18   The Portfolio’s EU includes the Portfolio, EG and all other ALT and ABR.

 

32


    AB Variable Products Series Fund

 

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio will adopt a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AB Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of each Portfolio’s average daily net assets attributable to Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of each Portfolio attributable to the firm over the year. With respect to the Fund, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Fund is AB Investor Services (“ABIS”), an affiliate of the Adviser.19 The Fund pays ABIS a flat fee of $18,000 for each calendar year, which is allocated evenly among its separate Portfolios.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.20,21 The independent consultant first reiterated the results of his previous two dimensional

 

19   It should be noted that the insurance companies, linked to the variable products will provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

 

20   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

21   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

33


MULTI-MANAGER ALTERNATIVE STRATEGIES PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

comparison analysis (fund size and family size) with the Board of Directors.22 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $474 billion as of December 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history.

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. The Senior Officer recommended that the Directors discuss with the Adviser the Acquired Fund Fee Agreement, which the Adviser proposed for a one year period after shares are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of any AB Mutual Fund, in which the Portfolio may invest. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 27, 2015

 

22   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

34


 

 

 

 

VPS-MMAS-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

REAL ESTATE INVESTMENT PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
REAL ESTATE INVESTMENT  
PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Real Estate Investment Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is total return from long-term growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of its net assets in the equity securities of real estate investment trusts (“REITs”), and other real estate industry companies, such as real estate operating companies (“REOCs”). The Portfolio seeks to invest in real estate companies whose underlying portfolios are diversified geographically and by property type.

The Portfolio may invest in mortgage-backed securities, which are securities that directly or indirectly represent participations in, or are collateralized by and payable from, mortgage loans secured by real property. These securities include mortgage pass-through certificates, real estate mortgage investment conduit certificates (“REMICs”), and collateralized mortgage obligations, (“CMOs”). The Portfolio may also invest in short-term investment grade debt securities and other fixed-income securities.

The Portfolio invests in equity securities that include common stock, shares of beneficial interests of REITs and securities with common stock characteristics, such as preferred stock or convertible securities (“real estate equity securities”). The Portfolio may invest in foreign securities and enter into forward commitments and standby commitment agreements.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. AllianceBernstein L.P. (the “Adviser”) may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge all or a portion of its currency risk, the Portfolio may, from time to time, invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

The Portfolio may enter into other derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio from a decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmark, the Financial Times Stock Exchange National Association of Real Estate Investment Trusts (“FTSE NAREIT”) Equity REIT Index, in addition to the broad market as measured by the Standard & Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio underperformed the benchmark for the annual period. Sector selection detracted from relative returns, impacted primarily by the Portfolio’s overweight position in the lodging sector, which was only partially offset by an overweight to the self-storage sector. Stock selection was also negative, detracting in the retail and diversified sectors, only partially offset by positive stock selection in the specialty sector.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Still-low interest rates and modest economic growth helped the US real estate market post a small gain during the annual period. The FTSE NAREIT Equity REIT Index finished the period up 2.83%; the S&P 500 Index also posted a small gain, rising 1.38% during the same period.

Most segments of the US property market continued to be characterized by sound fundamentals in 2015. Overall, demand growth continued to outpace supply, which has gradually increased from depressed levels. In the lodging industry, supply growth remained near or below average in most markets, though demand was somewhat weaker than

 

1


    AB Variable Products Series Fund

 

expected. Growth in e-commerce retailing has supported demand for industrial properties, and improvement in the labor market has helped support demand for office space. In the retail sector, the demand for prime shopping malls seen in recent years has spread to secondary markets. The Portfolio’s Senior Investment Management Team continues to find attractive opportunities across a wide group of sectors, focusing on attractively priced companies with improving fundamentals, together with the balance sheet strength to withstand periods of renewed volatility.

 

2


 
REAL ESTATE INVESTMENT PORTFOLIO
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The FTSE® NAREIT Equity REIT Index and the S&P® 500 Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The FTSE NAREIT Equity REIT Index (market-value-weighted index based upon the last closing price of the month) represents the performance of tax-qualified REITs listed on the NYSE, AMEX and the NASDAQ. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Portfolio may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. The current period of historically low rates is expected to end and rates are expected to begin rising in the near future. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Real Estate Risk: The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in REITs may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Prepayment Risk: The value of mortgage-related or other asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some of these securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with these securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

 

 

(Disclosures, Risks and Note about Historical Performance continued on next page)

 

3


REAL ESTATE INVESTMENT PORTFOLIO
DISCLOSURES AND RISKS
(continued)   AB Variable Products Series Fund

 

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

4


 
REAL ESTATE INVESTMENT PORTFOLIO
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Real Estate Investment Portfolio Class A

     0.80%           11.71%           7.78%   

Real Estate Investment Portfolio Class B

     0.66%           11.44%           7.52%   

FTSE NAREIT Equity REIT Index

     2.83%           11.91%           7.38%   

S&P 500 Index

     1.38%           12.57%           7.31%   

*    Average annual returns.

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.08% and 1.33% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

REAL ESTATE INVESTMENT PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Real Estate Investment Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark, the FTSE NAREIT Equity REIT Index and the broad market, as measured by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

 

5


 
REAL ESTATE INVESTMENT PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During
Period*
     Annualized
Expense Ratio*
 

Class A

        

Actual

   $ 1,000       $ 1,075.80       $ 5.86         1.12

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,019.56       $ 5.70         1.12
           

Class B

        

Actual

   $ 1,000       $ 1,075.10       $ 7.17         1.37

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,018.30       $   6.97         1.37

 

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

6


REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Simon Property Group, Inc.

   $ 4,818,223           9.6

Crown Castle International Corp.

     2,731,820           5.5   

AvalonBay Communities, Inc.

     2,297,942           4.6   

Boston Properties, Inc.

     2,087,702           4.2   

American Tower Corp.

     1,782,911           3.6   

National Retail Properties, Inc.

     1,755,391           3.5   

Realty Income Corp.

     1,750,257           3.5   

Ventas, Inc.

     1,479,030           3.0   

Public Storage

     1,397,028           2.8   

Essex Property Trust, Inc.

     1,343,090           2.7   
    

 

 

      

 

 

 
     $   21,443,394           43.0

INDUSTRY BREAKDOWN

December 31, 2015 (unaudited)

 

 

INDUSTRY    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Diversified/Specialty

   $ 8,329,455           16.8

Multi-Family

     7,616,875           15.3   

Regional Mall

     5,775,692           11.6   

Shopping Center/Other Retail

     4,203,223           8.5   

Self Storage

     4,144,535           8.3   

Office

     4,002,362           8.1   

Lodging

     3,809,409           7.7   

Triple Net

     3,737,695           7.5   

Health Care

     3,500,147           7.0   

Industrial Warehouse Distribution

     3,368,374           6.8   

Mortgage

     781,956           1.6   

Financial: Other

     179,585           0.4   

Short-Term Investments

     199,484           0.4   
    

 

 

      

 

 

 

Total Investments

   $   49,648,792           100.0

 

 

 

 

*   Long-term investments.

 

  The Portfolio’s industry breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

 

7


REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–99.2%

   
   

EQUITY: OTHER–31.2%

   

DIVERSIFIED/SPECIALTY–16.7%

   

American Tower Corp.

    18,390      $ 1,782,911   

CBRE Group, Inc.–Class A(a)

    10,030        346,837   

Crown Castle International Corp.

    31,600        2,731,820   

Digital Realty Trust, Inc.

    4,650        351,633   

Duke Realty Corp.

    55,440        1,165,349   

Equinix, Inc.

    1,253        378,907   

Gramercy Property Trust

    141,493        1,092,327   

Kennedy-Wilson Holdings, Inc.

    10,590        255,007   

Rayonier, Inc.

    10,120        224,664   
   

 

 

 
      8,329,455   
   

 

 

 

HEALTH CARE–7.0%

   

LTC Properties, Inc.

    24,440        1,054,342   

Ventas, Inc.

    26,210        1,479,030   

Welltower, Inc.

    14,211        966,775   
   

 

 

 
      3,500,147   
   

 

 

 

TRIPLE NET–7.5%

   

EPR Properties

    3,970        232,047   

National Retail Properties, Inc.

    43,830        1,755,391   

Realty Income Corp.

    33,900        1,750,257   
   

 

 

 
      3,737,695   
   

 

 

 
      15,567,297   
   

 

 

 

RESIDENTIAL–23.6%

   

MULTI-FAMILY–15.3%

   

Apartment Investment & Management Co.–Class A

    8,030        321,441   

AvalonBay Communities, Inc.

    12,480        2,297,942   

Equity Residential

    11,850        966,841   

Essex Property Trust, Inc.

    5,610        1,343,090   

Independence Realty Trust, Inc.

    45,300        340,203   

Mid-America Apartment Communities, Inc.

    13,220        1,200,508   

Sun Communities, Inc.

    16,735        1,146,850   
   

 

 

 
      7,616,875   
   

 

 

 

SELF STORAGE–8.3%

   

CubeSmart

    32,280        988,414   

Extra Space Storage, Inc.

    11,300        996,773   

National Storage Affiliates Trust

    31,472        539,115   

Public Storage

    5,640        1,397,028   

Sovran Self Storage, Inc.

    2,080        223,205   
   

 

 

 
      4,144,535   
   

 

 

 
      11,761,410   
   

 

 

 

RETAIL–20.0%

   

REGIONAL MALL–11.6%

   

Pennsylvania Real Estate Investment Trust

    43,780        957,469   

Simon Property Group, Inc.

    24,780        4,818,223   
   

 

 

 
      5,775,692   
   

 

 

 

SHOPPING CENTER/OTHER RETAIL–8.4%

  

Brixmor Property Group, Inc.

    39,840        1,028,669   

DDR Corp.

    30,953        521,248   

Kite Realty Group Trust

    33,916        879,442   

Ramco-Gershenson Properties Trust

    49,571      $ 823,374   

Retail Opportunity Investments Corp.

    53,100        950,490   
   

 

 

 
      4,203,223   
   

 

 

 
      9,978,915   
   

 

 

 

OFFICE–8.0%

   

Boston Properties, Inc.

    16,369        2,087,702   

Highwoods Properties, Inc.

    24,040        1,048,144   

Kilroy Realty Corp.

    3,710        234,769   

Vornado Realty Trust

    6,320        631,747   
   

 

 

 
      4,002,362   
   

 

 

 

LODGING–7.6%

   

Ashford Hospitality Trust, Inc.

    107,559        678,697   

Chesapeake Lodging Trust

    31,000        779,960   

Pebblebrook Hotel Trust

    20,200        566,004   

RLJ Lodging Trust

    28,260        611,264   

Summit Hotel Properties, Inc.

    77,590        927,200   

Wyndham Worldwide Corp.

    3,390        246,284   
   

 

 

 
      3,809,409   
   

 

 

 

INDUSTRIALS–6.8%

   

INDUSTRIAL WAREHOUSE DISTRIBUTION–6.8%

   

DCT Industrial Trust, Inc.

    27,840        1,040,381   

Granite Real Estate Investment Trust

    24,010        659,074   

Prologis, Inc.

    26,732        1,147,337   

STAG Industrial, Inc.

    28,270        521,582   
   

 

 

 
      3,368,374   
   

 

 

 

MORTGAGE–1.6%

   

Blackstone Mortgage Trust, Inc.–Class A

    17,080        457,061   

First American Financial Corp.

    9,050        324,895   
   

 

 

 
      781,956   
   

 

 

 

FINANCIAL:OTHER–0.4%

   

HFF, Inc.–Class A

    5,780        179,585   
   

 

 

 

Total Common Stocks (cost $42,939,309)

      49,449,308   
   

 

 

 
    Principal
Amount
(000)
       

SHORT-TERM INVESTMENTS–0.4%

   

TIME DEPOSIT–0.4%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $199,484)

  $ 199        199,484   
   

 

 

 

TOTAL INVESTMENTS–99.6% (cost $43,138,793)

      49,648,792   

Other assets less liabilities–0.4%

      209,094   
   

 

 

 

NET ASSETS–100.0%

    $ 49,857,886   
   

 

 

 

 

 

 

(a)   Non-income producing security.

 

See   notes to financial statements.

 

8


REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $43,138,793)

   $ 49,648,792   

Foreign currencies, at value (cost $8,252)

     7,796   

Dividends and interest receivable

     189,456   

Receivable for investment securities sold

     167,548   

Receivable for capital stock sold

     5,490   
  

 

 

 

Total assets

     50,019,082   
  

 

 

 

LIABILITIES

  

Audit and tax fee payable

     51,392   

Payable for capital stock redeemed

     39,423   

Advisory fee payable

     23,089   

Administrative fee payable

     12,020   

Custody fee payable

     11,382   

Printing fee payable

     10,395   

Distribution fee payable

     2,917   

Transfer Agent fee payable

     99   

Accrued expenses

     10,479   
  

 

 

 

Total liabilities

     161,196   
  

 

 

 

NET ASSETS

   $ 49,857,886   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 5,482   

Additional paid-in capital

     39,980,119   

Undistributed net investment income

     1,037,099   

Accumulated net realized gain on investment and foreign currency transactions

     2,325,641   

Net unrealized appreciation on investments and foreign currency denominated assets and liabilities

     6,509,545   
  

 

 

 
   $ 49,857,886   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $   35,970,308           3,961,838         $   9.08   

B

     $ 13,887,578           1,520,122         $ 9.14   

 

 

 

See notes to financial statements.

 

9


REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

     

Dividends

     

Unaffiliated issuers (net of foreign taxes withheld of $8,463)

   $ 1,520,774      

Affiliated issuers

     606      

Interest

     67      

Securities lending income

     2,562       $ 1,524,009   
  

 

 

    

EXPENSES

     

Advisory fee (see Note B)

     280,612      

Distribution fee—Class B

     34,038      

Transfer agency—Class A

     2,882      

Transfer agency—Class B

     1,023      

Custodian

     72,705      

Audit and tax

     53,338      

Administrative

     50,834      

Printing

     31,952      

Legal

     28,111      

Directors’ fees

     21,157      

Miscellaneous

     5,327      
  

 

 

    

Total expenses

        581,979   
     

 

 

 

Net investment income

        942,030   
     

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

     

Net realized gain (loss) on:

     

Investment transactions

        2,415,322   

Foreign currency transactions

        (877

Net change in unrealized appreciation/depreciation of:

     

Investments

        (3,143,747

Foreign currency denominated assets and liabilities

        (275
     

 

 

 

Net loss on investment and foreign currency transactions

        (729,577
     

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

      $ 212,453   
     

 

 

 

 

 

 

See notes to financial statements.

 

10


REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 942,030      $ 578,687   

Net realized gain on investment transactions and foreign currency transactions

     2,414,445        4,591,253   

Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities

     (3,144,022     5,670,576   
  

 

 

   

 

 

 

Net increase in net assets from operations

     212,453        10,840,516   

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (575,020     (1,029,793

Class B

     (180,481     (330,126

Net realized gain on investment transactions

    

Class A

     (3,107,964     (9,231,652

Class B

     (1,148,829     (3,268,192

CAPITAL STOCK TRANSACTIONS

    

Net increase

     3,353,548        10,353,385   
  

 

 

   

 

 

 

Total increase (decrease)

     (1,446,293     7,334,138   

NET ASSETS

    

Beginning of period

     51,304,179        43,970,041   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $1,037,099 and $851,447, respectively)

   $ 49,857,886      $ 51,304,179   
  

 

 

   

 

 

 

 

 

 

 

See notes to financial statements.

 

11


REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Real Estate Investment Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Real Estate Investment Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is total return from long-term growth of capital and income. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

 

12


 
 
    AB Variable Products Series Fund

 

addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks*

     $ 49,449,308       $ –0 –     $             –0 –     $ 49,449,308   

Short-Term Investments

       –0 –       199,484         –0 –       199,484   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       49,449,308         199,484         –0 –       49,648,792   

Other Financial Instruments**

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total^

     $ 49,449,308       $ 199,484       $ –0 –     $ 49,648,792   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

13


REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

14


    AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,834.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $76,908, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 33,803,938       $ 33,955,341   

U.S. government securities

       –0 –       –0 – 

 

15


REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

 

Cost

   $ 43,140,491   
  

 

 

 

Gross unrealized appreciation

   $ 7,852,182   

Gross unrealized depreciation

     (1,343,881
  

 

 

 

Net unrealized appreciation

   $ 6,508,301   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of December 31, 2015, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $2,562 and $606 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 1,171      $ 26,119      $ 27,290      $ 0   

 

16


    AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    Shares         Amount  
    Year Ended
December 31, 2015
    Year Ended
December 31, 2014
        Year Ended
December 31, 2015
    Year Ended
December 31, 2014
 

Class A

         

Shares sold

    663,573        819,892        $ 6,543,068      $ 9,215,751   

Shares issued in reinvestment of dividends and distributions

    413,818        1,109,346          3,682,984        10,261,445   

Shares redeemed

    (916,859     (953,168       (8,725,134     (10,761,136
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase

    160,532        976,070        $ 1,500,918      $ 8,716,060   
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    343,421        141,177        $ 3,315,902      $ 1,518,552   

Shares issued in reinvestment of dividends and distributions

    148,361        386,500          1,329,310        3,598,318   

Shares redeemed

    (294,532     (309,798       (2,792,582     (3,479,545
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase

    197,250        217,879        $ 1,852,630      $ 1,637,325   
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Real Estate Risk—The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or “REITs”, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Prepayment Risk—The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio,

 

17


REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)   AB Variable Products Series Fund

 

such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 958,181         $ 3,854,873   

Net long-term capital gains

       4,054,113           10,004,890   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 5,012,294         $ 13,859,763   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 1,398,347   

Undistributed capital gains

     1,966,091   

Unrealized appreciation/(depreciation)

     6,507,847 (a) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 9,872,285   
  

 

 

 

 

(a)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of partnership investments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications resulted in a net decrease in undistributed net investment income and a corresponding net increase in accumulated net realized gain on investment and foreign currency transactions. This reclassification had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

 

18


    AB Variable Products Series Fund

 

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

19


 
REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $10.00        $11.18        $12.25        $11.58        $12.02   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income From Investment Operations

         

Net investment income (a)

    .18        .14        .24        .18        .11   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.12     2.39        .24        2.21        1.02   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    .06        2.53        .48        2.39        1.13   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.15     (.37     (.20     (.15     (.18

Distributions from net realized gain on investment transactions

    (.83     (3.34     (1.35     (1.57     (1.39
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.98     (3.71     (1.55     (1.72     (1.57
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $9.08        $10.00        $11.18        $12.25        $11.58   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    .80     25.35     4.20     21.19     9.03 %* 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $35,970        $38,003        $31,576        $70,048        $63,093   

Ratio to average net assets of:

         

Expenses

    1.07     1.08     .86     .84     .88

Net investment income

    1.91     1.26     1.92     1.49     .91

Portfolio turnover rate

    67     67     98     110     114

 

 

 

 

See footnote summary on page 21.

 

20


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $10.05        $11.22        $12.28        $11.61        $12.05   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .16        .11        .27        .15        .08   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (.11     2.40        .18        2.20        1.02   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net asset value from operations

    .05        2.51        .45        2.35        1.10   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.13     (.34     (.16     (.11     (.15

Distributions from net realized gain on investment transactions

    (.83     (3.34     (1.35     (1.57     (1.39
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (.96     (3.68     (1.51     (1.68     (1.54
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $9.14        $10.05        $11.22        $12.28        $11.61   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    .66     24.96     3.97     20.83     8.75 %* 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $13,888        $13,301        $12,394        $13,568        $13,536   

Ratio to average net assets of:

         

Expenses

    1.33     1.33     1.15     1.10     1.13

Net investment income

    1.67     1.03     2.13     1.19     .64

Portfolio turnover rate

    67     67     98     110     114

 

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2011 by 0.06%.

See notes to financial statements.

 

21


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Real Estate Investment Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Real Estate Investment Portfolio (the “Fund”) (formerly AllianceBernstein Real Estate Investment Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Real Estate Investment Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

22


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 10.90% of dividends paid qualify for the dividends received deduction.

 

23


 
REAL ESTATE INVESTMENT  
PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Eric J. Franco(2), Vice President

Emilie D. Wrapp, Secretary

    

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    
    
    
CUSTODIAN AND ACCOUNTING AGENT      LEGAL COUNSEL
State Street Bank and Trust Company      Seward & Kissel LLP
State Street Corporation CCB/5      One Battery Park Plaza
1 Iron Street      New York, NY 10004
Boston, MA 02210     
    
PRINCIPLE UNDERWRITER      TRANSFER AGENT
AllianceBernstein Investments, Inc.      AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas      P.O. Box 786003
New York, NY 10105      San Antonio, TX 78278-6003
     Toll-Free 1-(800) 221-5672
    
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     
Ernst & Young LLP     
5 Times Square     
New York, NY 10036     

 

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the REIT Senior Investment Management Team. Mr. Eric J. Franco is the investment professional with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

24


 
REAL ESTATE INVESTMENT PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)
  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  

PORTFOLIOS

IN FUND

COMPLEX

OVERSEEN BY

DIRECTOR

     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
INDEPENDENT DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

  

Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.

     110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, he was Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001-2008.      110       None
        

 

25


REAL ESTATE INVESTMENT PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)
  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  

PORTFOLIOS

IN FUND

COMPLEX

OVERSEEN BY

DIRECTOR

     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None

 

26


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST
ELECTED**)
  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS AND OTHER

RELEVANT QUALIFICATIONS***

  

PORTFOLIOS

IN FUND

COMPLEX

OVERSEEN BY

DIRECTOR

     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

 

 

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

27


REAL ESTATE INVESTMENT PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*

AND AGE

    

PRINCIPAL POSITION(S)

HELD WITH FUND

     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

    

President and Chief

Executive Officer

     See biography above.
         

Philip L. Kirstein

70

    

Senior Vice President

and Independent

Compliance Officer

     Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Eric J. Franco

55

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

    

Treasurer and Chief

Financial Officer

     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the Fund.

 

   The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

28


 
REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF 1 INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Real Estate Investment Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio    Category      Advisory Fee Based on % of
Average Daily Net Assets
  Net Assets
3/31/15
($ MIL)
 

Real Estate Investment Portfolio

   Value      0.55% on first $2.5 billion   $ 54.2   
        0.45% on next $2.5 billion  
        0.40% on the balance  

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

29


REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,434 (0.101% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio        Fiscal Year

Real Estate Investment Portfolio

  Class A    1.08%     December 31
  Class B    1.33%    

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($ MIL)
   AB Institutional Fee Schedule    Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Real Estate Investment Portfolio

   $54.2    U.S. REIT Schedule      0.492      0.550
      0.55% on first $25m      
      0.45% on next $25m      
      0.40% the balance      
      Minimum account size $25m      

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

30


    AB Variable Products Series Fund

 

The Adviser also manages AB Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a somewhat investment style as the Portfolio. Set forth below are the fee schedule of Global Real Estate Investment Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   AB Mutual Fund   Fee Schedule   ABMF
Effective
Fee
    Portfolio
Advisory
Fee
 

Real Estate Investment Portfolio7

  Global Real Estate Investment Fund, Inc.  

0.55% on first $2.5 billion

0.45% on next $2.5 billion

0.40% on the balance

    0.550%        0.550%   

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.8

 

Fund    Fee9  

Global Real Estate Securities Portfolio

  

Class A

     1.50

Class I (Institutional)

     0.70

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.10 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.11, 12

 

6   The Portfolio’s investment guidelines are more restrictive than that of AB Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AB Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

 

7   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

8   The Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

 

9   Class A shares of the funds are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

 

10   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.”Jones v. Harris at 1429.

 

11   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

12   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

31


REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)13
     Lipper EG
Median
(%)
     Lipper EG
Rank
 

Real Estate Investment Portfolio

     0.550         0.800         3/13   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.14

 

Portfolio    Expense
Ratio  (%)15
     Lipper EG
Median (%)
     Lipper EG
Rank
     Lipper EU
Median (%)
     Lipper EU
Rank
 

Real Estate Investment Portfolio

     1.083         0.910         13/13         0.845         16/16   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25% . During the fiscal year ended December 31, 2014, ABI received $32,008 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $64,920 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

 

13   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

14   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

15   Most recently completed fiscal year end Class A total expense ratio.

 

32


    AB Variable Products Series Fund

 

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.16

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.19 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

 

16   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

17   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

18   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

19   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

33


REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio20 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)21 for the periods ended February 28, 2015.22

 

      Portfolio (%)      PG
Median (%)
     PU
Median (%)
     PG
Rank
     PU
Rank
 

Real Estate Investment Portfolio

              

1 year

     19.62         23.38         23.38         13/13         17/17   

3 year

     14.91         15.03         15.11         9/12         12/16   

5 year

     17.21         17.65         17.65         8/12         12/16   

10 year

     9.86         9.31         9.36         3/11         5/14   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)23 versus its benchmarks.24 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.25

 

    

Periods Ending February 28, 2015

Annualized Performance

 
    1
Year
(%)
    3
Year
(%)
    5
Year
(%)
    10
Year
(%)
    Since
Inception
(%)
    Annualized     Risk
Period
(Year)
 
               Volatility
(%)
    Sharpe
(%)
   

Real Estate Investment Portfolio

    19.62        14.91        17.21        9.86        10.55        24.22        0.45        10   

FTSE NAREIT Equity REIT Index26

    21.88        15.47        17.62        9.26        10.18        25.16        0.42        10   

S&P 500 Stock Index

    15.51        18.00        16.18        7.99        7.76        N/A        N/A        10   

Inception Date: January 9, 1997

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

20   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

21   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

22   Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

23   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

24   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

25   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

26   Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

 

34


 

 

 

 

VPS-REI-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

SMALL CAP GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
SMALL CAP GROWTH PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Small Cap Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVES AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall US market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total US equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). Because the Portfolio’s definition of smaller companies is dynamic, the limits on market capitalization will change with the markets.

The Portfolio may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Portfolio’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Portfolio may invest in foreign securities.

The Portfolio invests primarily in equity securities but may also invest in other types of securities, such as preferred stocks. The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. The Portfolio may also invest up to 20% of its total assets in rights or warrants.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 2000 Growth Index, for the one-, five- and 10-year periods ended December 31, 2015.

Class A shares of the Portfolio outperformed the benchmark, while Class B shares underperformed, for the annual period. Stock selection in the consumer/commercial services and technology sectors helped drive relative outperformance for the full year. An overweight in technology, specifically in software, also contributed. Stock selection in the health care sector was negative. An underweight in the strong performing biopharmaceutical sub-sector detracted from performance.

The Portfolio did not use derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Reflecting the Portfolio’s bottom-up investment process, the US Small Cap Investment Growth Team (the “Team”) continues to find opportunities across most sectors, with a greater emphasis on companies that are less dependent on the short-term macro outlook.

While changes in the broader sector weights have been modest, there are some notable over- and underweights in the underlying sub-sectors. The Portfolio’s biggest underweight continued to be in biotechnology, given reduced risk appetite and still-elevated valuations relative to history. Conversely, health care services and devices are notable overweights, driven by strong fundamentals and favorable earnings revisions. Technology, specifically software, remained overweight at the end of 2015 as enterprise continued to seek cost savings opportunities and tools that can enhance their business. Within financials, the overweight position in banks is the highest it has been in quite some time, supported by a more favorable rate backdrop and improved environment for loan growth. At the other end of the spectrum, consumer-facing subsectors remained notably underweight as heightened competitive pressures challenge many retailers. Industrials also remain underweight, as many of these companies are exposed to sluggish international demand and weak commodity prices.

 

1


 
SMALL CAP GROWTH PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The unmanaged Russell 2000® Growth Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2000 Growth Index represents the performance of 2,000 small-cap growth companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
SMALL CAP GROWTH PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Small Cap Growth Portfolio Class A

     -1.25%           11.16%           8.52%   

Small Cap Growth Portfolio Class B

     -1.53%           10.87%           8.25%   

Russell 2000 Growth Index

     -1.38%           10.67%           7.95%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.02%.

 

       

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.11% and 1.34% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

SMALL CAP GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Small Cap Growth Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
SMALL CAP GROWTH PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $   1,000       $ 896.80       $   7.12         1.49

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,017.69       $ 7.58         1.49
           

Class B

           

Actual

   $ 1,000       $ 895.60       $ 8.27         1.73

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,016.48       $ 8.79         1.73

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


SMALL CAP GROWTH PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Pool Corp.

   $ 845,524           1.9

Bright Horizons Family Solutions, Inc.

     799,930           1.8   

HubSpot, Inc.

     765,253           1.7   

Guidewire Software, Inc.

     759,279           1.7   

PolyOne Corp.

     741,342           1.7   

Hexcel Corp.

     736,418           1.6   

Diamond Resorts International, Inc.

     735,963           1.6   

Lithia Motors, Inc.—Class A

     704,022           1.6   

Dycom Industries, Inc.

     700,510           1.6   

Carlisle Cos., Inc.

     692,225           1.5   
    

 

 

      

 

 

 
     $   7,480,466           16.7

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Information Technology

   $ 12,453,829           27.7

Health Care

     11,746,915           26.2   

Consumer Discretionary

     8,111,528           18.1   

Industrials

     6,231,727           13.9   

Financials

     3,140,526           7.0   

Materials

     1,222,680           2.7   

Energy

     990,590           2.2   

Consumer Staples

     657,158           1.5   

Short-Term Investments

     340,789           0.7   
    

 

 

      

 

 

 

Total Investments

   $   44,895,742           100.0

 

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


AB SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–99.2%

   
   

INFORMATION TECHNOLOGY–27.7%

   

COMMUNICATIONS EQUIPMENT–1.4%

   

Ciena Corp.(a)

    29,790      $ 616,355   
   

 

 

 

INTERNET SOFTWARE & SERVICES–2.9%

   

Cimpress NV(a)(b)

    5,896        478,401   

CoStar Group, Inc.(a)

    3,270        675,876   

Pandora Media, Inc.(a)

    13,216        177,227   
   

 

 

 
      1,331,504   
   

 

 

 

IT SERVICES–1.9%

   

Heartland Payment Systems, Inc.

    6,380        604,952   

VeriFone Systems, Inc.(a)

    9,008        252,404   
   

 

 

 
      857,356   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.1%

   

Cavium, Inc.(a)

    8,714        572,597   

Mellanox Technologies Ltd.(a)

    4,803        202,398   

Monolithic Power Systems, Inc.

    7,941        505,921   

Silicon Laboratories, Inc.(a)

    9,414        456,956   

Synaptics, Inc.(a)

    6,778        544,544   
   

 

 

 
      2,282,416   
   

 

 

 

SOFTWARE–16.4%

   

Aspen Technology, Inc.(a)

    11,653        440,017   

Atlassian Corp. PLC(a)

    11,055        332,534   

Blackbaud, Inc.

    8,488        559,020   

Guidewire Software, Inc.(a)

    12,621        759,279   

HubSpot, Inc.(a)

    13,590        765,253   

Infoblox, Inc.(a)

    8,226        151,276   

Paylocity Holding Corp.(a)

    12,068        489,358   

Proofpoint, Inc.(a)

    8,220        534,382   

Qlik Technologies, Inc.(a)

    17,820        564,181   

RingCentral, Inc.–Class A(a)

    17,032        401,615   

SolarWinds, Inc.(a)

    3,925        231,183   

SS&C Technologies Holdings, Inc.

    7,119        486,014   

Tableau Software, Inc.–Class A(a)

    4,740        446,603   

Take-Two Interactive Software, Inc.(a)

    17,962        625,796   

Ultimate Software Group, Inc. (The)(a)

    2,965        579,687   
   

 

 

 
      7,366,198   
   

 

 

 
      12,453,829   
   

 

 

 

HEALTH CARE–26.1%

   

BIOTECHNOLOGY–9.3%

   

ACADIA Pharmaceuticals, Inc.(a)

    8,350        297,677   

Aimmune Therapeutics, Inc.(a)(b)

    9,023        166,474   

Alder Biopharmaceuticals, Inc.(a)

    7,653        252,778   

Amicus Therapeutics, Inc.(a)(b)

    24,910        241,627   

Anacor Pharmaceuticals, Inc.(a)

    4,180        472,215   

Chiasma, Inc.(a)

    7,466        146,110   

DBV Technologies SA (Sponsored ADR)(a)

    4,315        156,678   
   

Heron Therapeutics, Inc.(a)(b)

    7,250      $ 193,575   

Otonomy, Inc.(a)

    7,336        203,574   

Prothena Corp. PLC(a)(b)

    4,060        276,527   

PTC Therapeutics, Inc.(a)(b)

    7,017        227,351   

Radius Health, Inc.(a)

    3,980        244,929   

Sage Therapeutics, Inc.(a)

    4,656        271,445   

Seres Therapeutics, Inc.(a)(b)

    5,010        175,801   

TESARO, Inc.(a)

    5,150        269,448   

Ultragenyx Pharmaceutical, Inc.(a)

    3,883        435,595   

Xencor, Inc.(a)

    12,212        178,539   
   

 

 

 
      4,210,343   
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–7.1%

   

Align Technology, Inc.(a)

    8,491        559,132   

DexCom, Inc.(a)

    6,121        501,310   

Glaukos Corp.(a)(b)

    8,370        206,655   

K2M Group Holdings, Inc.(a)

    25,343        500,271   

Neovasc, Inc.(a)

    30,541        137,435   

Nevro Corp.(a)

    9,529        643,303   

Penumbra, Inc.(a)

    3,358        180,694   

Sirona Dental Systems, Inc.(a)

    4,155        455,263   
   

 

 

 
      3,184,063   
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–5.6%

   

Acadia Healthcare Co., Inc.(a)

    8,024        501,179   

Amsurg Corp.(a)

    6,700        509,200   

Diplomat Pharmacy, Inc.(a)(b)

    14,617        500,194   

Premier, Inc.–Class A(a)

    13,456        474,593   

Team Health Holdings, Inc.(a)

    12,309        540,242   
   

 

 

 
      2,525,408   
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–1.3%

   

ICON PLC(a)

    7,472        580,574   
   

 

 

 

PHARMACEUTICALS–2.8%

   

Aerie Pharmaceuticals, Inc.(a)

    6,850        166,798   

Akorn, Inc.(a)

    12,827        478,575   

Aratana Therapeutics, Inc.(a)

    15,489        86,429   

Flamel Technologies SA (Sponsored ADR)(a)(b)

    10,700        130,647   

GW Pharmaceuticals PLC (ADR)(a)(b)

    2,138        148,463   

Medicines Co. (The)(a)(b)

    6,310        235,615   
   

 

 

 
      1,246,527   
   

 

 

 
      11,746,915   
   

 

 

 

CONSUMER DISCRETIONARY–18.1%

   

DISTRIBUTORS–1.9%

   

Pool Corp.

    10,467        845,524   
   

 

 

 

DIVERSIFIED CONSUMER SERVICES–3.2%

   

2U, Inc.(a)(b)

    22,029        616,371   

Bright Horizons Family Solutions, Inc.(a)

    11,975        799,930   
   

 

 

 
      1,416,301   
   

 

 

 

 

6


    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

HOTELS, RESTAURANTS & LEISURE–5.6%

   

Buffalo Wild Wings, Inc.(a)

    3,112      $ 496,831   

Dave & Buster’s Entertainment, Inc.(a)

    12,467        520,373   

Diamond Resorts International, Inc.(a)(b)

    28,850        735,963   

Planet Fitness, Inc.(a)(b)

    29,618        462,929   

Zoe’s Kitchen, Inc.(a)(b)

    11,175        312,676   
   

 

 

 
      2,528,772   
   

 

 

 

HOUSEHOLD DURABLES–1.4%

   

Tempur Sealy International, Inc.(a)

    9,147        644,498   
   

 

 

 

INTERNET & CATALOG
RETAIL–0.0%

   

Expedia, Inc.

    0     15   
   

 

 

 

MEDIA–1.3%

   

National CineMedia, Inc.

    37,740        592,895   
   

 

 

 

MULTILINE RETAIL–0.9%

   

Ollie’s Bargain Outlet Holdings, Inc.(a)(b)

    23,162        393,986   
   

 

 

 

SPECIALTY RETAIL–3.8%

   

Five Below, Inc.(a)(b)

    17,985        577,319   

Lithia Motors, Inc.–Class A

    6,600        704,022   

Tile Shop Holdings, Inc.(a)

    24,890        408,196   
   

 

 

 
      1,689,537   
   

 

 

 
      8,111,528   
   

 

 

 

INDUSTRIALS–13.9%

   

AEROSPACE & DEFENSE–1.6%

   

Hexcel Corp.

    15,854        736,418   
   

 

 

 

CONSTRUCTION & ENGINEERING–1.6%

   

Dycom Industries, Inc.(a)

    10,013        700,510   
   

 

 

 

INDUSTRIAL CONGLOMERATES–1.5%

   

Carlisle Cos., Inc.

    7,805        692,225   
   

 

 

 

MACHINERY–4.9%

   

IDEX Corp.

    8,803        674,398   

Lincoln Electric Holdings, Inc.

    8,929        463,326   

Middleby Corp. (The)(a)

    4,176        450,465   

RBC Bearings, Inc.(a)

    6,391        412,795   

Valmont Industries, Inc.

    1,651        175,039   
   

 

 

 
      2,176,023   
   

 

 

 

MARINE–1.3%

   

Kirby Corp.(a)

    11,198        589,239   
   

 

 

 

ROAD & RAIL–1.1%

   

Genesee & Wyoming, Inc.–Class A(a)

    9,504        510,270   
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–1.9%

   

H&E Equipment Services, Inc.

    28,884        504,892   
   

United Rentals, Inc.(a)

    4,441      $ 322,150   
   

 

 

 
      827,042   
   

 

 

 
      6,231,727   
   

 

 

 

FINANCIALS–7.0%

   

BANKS–5.3%

   

IBERIABANK Corp.

    4,842        266,649   

PrivateBancorp, Inc.

    10,813        443,549   

Signature Bank/New York NY(a)

    3,898        597,836   

SVB Financial Group(a)

    4,671        555,382   

Western Alliance Bancorp(a)

    14,702        527,214   
   

 

 

 
      2,390,630   
   

 

 

 

CAPITAL MARKETS–1.7%

   

Houlihan Lokey, Inc.

    13,440        352,263   

Stifel Financial Corp.(a)

    9,387        397,633   
   

 

 

 
      749,896   
   

 

 

 
      3,140,526   
   

 

 

 

MATERIALS–2.7%

   

CHEMICALS–1.6%

   

PolyOne Corp.

    23,342        741,342   
   

 

 

 

CONSTRUCTION
MATERIALS–1.1%

   

Summit Materials, Inc.–Class A(a)

    24,019        481,338   
   

 

 

 
      1,222,680   
   

 

 

 

ENERGY–2.2%

   

ENERGY EQUIPMENT & SERVICES–1.4%

   

Dril-Quip, Inc.(a)

    5,547        328,549   

Oil States International, Inc.(a)

    11,791        321,305   
   

 

 

 
      649,854   
   

 

 

 

OIL, GAS & CONSUMABLE FUELS–0.8%

   

Matador Resources Co.(a)

    17,235        340,736   
   

 

 

 
      990,590   
   

 

 

 

CONSUMER STAPLES–1.5%

   

FOOD & STAPLES
RETAILING–0.9%

   

Chefs’ Warehouse, Inc. (The)(a)(b)

    23,072        384,841   
   

 

 

 

FOOD PRODUCTS–0.6%

   

Freshpet, Inc.(a)(b)

    32,075        272,317   
   

 

 

 
      657,158   
   

 

 

 

Total Common Stocks
(cost $41,863,562)

      44,554,953   
   

 

 

 

 

7


AB SMALL CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company  

    
Principal

Amount

(000)

    U.S. $ Value  
   

SHORT-TERM INVESTMENTS–0.8%

   

TIME DEPOSIT–0.8%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $340,789)

  $   341      $ 340,789   
   

 

 

 
    Shares        

Total Investments Before Security Lending Collateral for Securities Loaned–100.0%
(cost $42,204,351)

      44,895,742   
   

 

 

 
   

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–13.6%

   

INVESTMENT COMPANIES–13.6%

   

AB Exchange Reserves–Class I,
0.24%(c)(d)
(cost $6,122,646)

    6,122,646      $ 6,122,646   
   

 

 

 

TOTAL INVESTMENTS–113.6%
(cost $48,326,997)

      51,018,388   

Other assets less
liabilities–(13.6)%

      (6,127,930
   

 

 

 

NET ASSETS–100.0%

    $ 44,890,458   
   

 

 

 

 

 

 

*   Share amount less than 0.50.

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

 

8


SMALL CAP GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $42,204,351)

   $ 44,895,742 (a) 

Affiliated issuers (cost $6,122,646—investment of cash collateral for securities loaned)

     6,122,646   

Receivable for investment securities sold

     183,822   

Dividends and interest receivable

     17,202   

Receivable for capital stock sold

     1,936   
  

 

 

 

Total assets

     51,221,348   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     6,122,646   

Payable for investment securities purchased

     56,472   

Advisory fee payable

     29,061   

Payable for capital stock redeemed

     20,091   

Administrative fee payable

     12,020   

Distribution fee payable

     4,287   

Transfer Agent fee payable

     99   

Accrued expenses

     86,214   
  

 

 

 

Total liabilities

     6,330,890   
  

 

 

 

NET ASSETS

   $ 44,890,458   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 2,664   

Additional paid-in capital

     30,730,226   

Accumulated net investment loss

     (871

Accumulated net realized gain on investment transactions

     11,467,048   

Net unrealized appreciation on investments

     2,691,391   
  

 

 

 
   $ 44,890,458   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $   25,032,911           1,446,328         $   17.31   

B

     $   19,857,547           1,217,948         $   16.30   

 

 

 

(a)   Includes securities on loan with a value of $5,922,631 (see Note E).

See notes to financial statements.

 

9


SMALL CAP GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 119,955   

Affiliated issuers

     4,575   

Interest

     87   

Securities lending income

     124,882   
  

 

 

 
     249,499   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     480,909   

Distribution fee—Class B

     91,109   

Transfer agency—Class A

     1,932   

Transfer agency—Class B

     2,682   

Custodian

     121,505   

Administrative

     50,834   

Printing

     50,161   

Audit and tax

     47,307   

Legal

     29,461   

Directors’ fees

     21,157   

Miscellaneous

     7,056   
  

 

 

 

Total expenses

     904,113   
  

 

 

 

Net investment loss

     (654,614
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     12,572,660   

Net change in unrealized appreciation/depreciation of investments

     (9,669,123
  

 

 

 

Net gain on investment transactions

     2,903,537   
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 2,248,923   
  

 

 

 

 

 

 

See notes to financial statements.

 

10


 
SMALL CAP GROWTH PORTFOLIO  
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment loss

   $ (654,614   $ (631,215

Net realized gain on investment transactions

     12,572,660        9,013,711   

Net change in unrealized appreciation/depreciation of investments

     (9,669,123     (9,940,125
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     2,248,923        (1,557,629

DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net realized gain on investment transactions

    

Class A

     (4,652,679     (2,611,292

Class B

     (4,645,523     (6,233,643

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     (35,877,934     26,582,247   
  

 

 

   

 

 

 

Total increase (decrease)

     (42,927,213     16,179,683   

NET ASSETS

    

Beginning of period

     87,817,671        71,637,988   
  

 

 

   

 

 

 

End of period (including accumulated net investment loss of ($871) and $0, respectively)

   $ 44,890,458      $ 87,817,671   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

11


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Small Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Small Cap Growth Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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.

Effective February 1, 2013, the Portfolio was closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions. Effective August 10, 2015, the Portfolio reopened to new investors.

The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are

 

12


 
 
    AB Variable Products Series Fund

 

valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks*

     $ 44,554,953       $ –0 –     $             –0 –     $ 44,554,953   

Short-Term Investments

       –0 –       340,789         –0 –       340,789   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       6,122,646         –0 –       –0 –       6,122,646   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       50,677,599         340,789         –0 –       51,018,388   

Other Financial Instruments**

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total^

     $ 50,677,599       $ 340,789       $ –0 –     $ 51,018,388   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

 

13


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

14


 
 
    AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,834.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $88,397, of which $11 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 45,059,608       $ 89,470,808   

U.S. government securities

       –0 –       –0 – 

 

15


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 49,226,775   
  

 

 

 

Gross unrealized appreciation

     5,915,887   

Gross unrealized depreciation

     (4,124,274
  

 

 

 

Net unrealized appreciation

   $ 1,791,613   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $5,922,631 and had received cash collateral which has been invested into AB Exchange Reserves of $6,122,646. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $124,882 and $4,575 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 8,367      $ 51,660      $ 53,904      $ 6,123   

 

16


 
 
    AB Variable Products Series Fund

 

NOTE F : Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    109,537        93,536        $ 2,314,166      $ 2,149,104   

Shares issued in reinvestment of distributions

    250,009        125,906          4,652,679        2,611,292   

Shares redeemed

    (251,352     (308,990       (5,082,439     (6,924,093
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    108,194        (89,548     $ 1,884,406      $ (2,163,697
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    89,296        1,685,097        $ 1,771,592      $ 37,054,999   

Shares issued in reinvestment of distributions

    264,702        314,831          4,645,523        6,233,643   

Shares redeemed

    (2,124,812     (702,851       (44,179,455     (14,542,698
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (1,770,814     1,297,077        $ (37,762,340   $ 28,745,944   
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Net long-term capital gains

     $ 9,298,202         $ 8,844,935   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 9,298,202         $ 8,844,935   
    

 

 

      

 

 

 

 

17


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed net capital gain

   $ 12,365,956   

Unrealized appreciation/(depreciation)

     1,791,613 (a) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 14,157,569   
  

 

 

 

 

(a)   The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of passive foreign investment companies (PFICs).

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the disallowance of a net operating loss and the tax treatment of passive foreign investment companies (PFICs) resulted in a net decrease in accumulated net investment loss, a net decrease in accumulated net realized gain on investment transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

18


 
SMALL CAP GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $20.97        $23.47        $18.96        $17.09        $16.36   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment loss (a)

    (.19     (.15     (.21     (.12     (.15

Net realized and unrealized gain (loss) on investment transactions

    .18        (.30     8.30        2.69        .88   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.01     (.45     8.09        2.57        .73   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Distributions

         

Distributions from net realized gain on investment transactions

    (3.65     (2.05     (3.58     (.70     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $17.31        $20.97        $23.47        $18.96        $17.09   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (1.25 )%*      (1.81 )%*      45.66 %*      15.02     4.46 %* 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $25,033        $28,055        $33,510        $27,479        $29,369   

Ratio to average net assets of:

         

Expenses

    1.31     1.11     1.17     1.18     1.18

Net investment loss

    (.92 )%      (.67 )%      (.96 )%      (.64 )%      (.85 )% 

Portfolio turnover rate

    72     84     81     105     92

 

 

 

See footnote summary on page 20.

 

19


SMALL CAP GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $20.00        $22.54        $18.36        $16.61        $15.94   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment loss (a)

    (.22     (.19     (.25     (.16     (.19

Net realized and unrealized gain (loss) on investment transactions

    .17        (.30     8.01        2.61        .86   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (.05     (.49     7.76        2.45        .67   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Distributions

         

Distributions from net realized gain on investment transactions

    (3.65     (2.05     (3.58     (.70     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $16.30        $20.00        $22.54        $18.36        $16.61   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (1.53 )%*      (2.08 )%*      45.33 %*      14.73     4.20 %* 
         

Ratios/Supplemental Data

         

Net assets, end of period
(000’s omitted)

    $19,857        $59,763        $38,128        $26,450        $29,665   

Ratio to average net assets of:

         

Expenses

    1.48     1.34     1.43     1.43     1.43

Net investment loss

    (1.10 )%      (.89 )%      (1.21 )%      (.89 )%      (1.11 )% 

Portfolio turnover rate

    72     84     81     105     92

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014, December 31, 2013 and December 31, 2011 by 0.02%, 0.01%, 0.23% and 0.09%, respectively.

See notes to financial statements.

 

20


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Small Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Small Cap Growth Portfolio (the “Fund”) (formerly AllianceBernstein Small Cap Growth Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Small Cap Growth Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

21


 
 
SMALL CAP GROWTH PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Bruce K. Aronow(2), Vice President

N. Kumar Kirpalani(2), Vice President

Samantha S. Lau(2), Vice President

Wen-Tse Tseng(2), Vice President

    

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    
CUSTODIAN AND ACCOUNTING AGENT      LEGAL COUNSEL

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    
DISTRIBUTOR      TRANSFER AGENT

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    
INDEPENDENT REGISTERED PUBLIC     
ACCOUNTING FIRM     

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Small Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng, members of the Adviser’s Small Cap Growth Investment Team, are primarily responsible for the day-to-day management of the Portfolio’s portfolio.

 

22


 
SMALL CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR
INTERESTED DIRECTOR    
      

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.     110      None
      
DISINTERESTED DIRECTORS    
      

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     110      Xilinx, Inc. (programmable logic semi-conductors) since 2007
      

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001-2008.     110      None
      

 

23


SMALL CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.     110      Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
      

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.     110      None
      

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.     110      None
      

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.     110      None

 

24


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
  PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY DIRECTOR

DISINTERESTED DIRECTORS

(continued)

   
      

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.     110      None
      

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     110      None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

25


SMALL CAP GROWTH PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Bruce K. Aronow

49

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

N. Kumar Kirpalani

62

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Samantha S. Lau

43

     Vice President      Senior Vice President of the Adviser**, with which she has been associated since prior to 2011.
         

Wen-Tse Tseng

50

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

** The Adviser, ABI and ABIS are affiliates of the Fund.

 

   The Fund’s Statement of Additional Information (SAI) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www. abglobal.com, for a free prospectus or SAI.

 

26


 
SMALL CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Small Cap Growth Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category   Advisory Fee Based on % of
Average Daily Net Assets
  Net Assets
3/31/15
($ MIL)
 

Small Cap Growth Portfolio

  Growth   0.75% on first $2.5 billion
0.65% on next $2.5 billion
0.60% on the balance
  $ 88.7   

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

27


SMALL CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,434 (0.062% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

 

Portfolio   Total Expense Ratio   Fiscal Year

Small Cap Growth Portfolio

  Class A    1.11%   December 31
  Class B    1.34%  

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
   AB Institutional
Fee Schedule
   Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Small Cap Growth Portfolio

   $88.7   

U.S. Small Cap Growth Schedule

1.00% on first $50m

0.85% on the next $50m

0.75% on the balance

Minimum account size $25m

     0.935      0.750

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

28


    AB Variable Products Series Fund

 

The Adviser also manages AB Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio    AB Mutual Fund    Fee Schedule    ABMF
Effective
Fee
     Portfolio
Advisory
Fee
 

Small-Cap Growth Portfolio7

   Cap Fund, Inc.—Small Cap Growth Portfolio    0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance      0.750      0.750

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2015 net assets.

 

Portfolio   Sub-Advised
Fund
  Fee Schedule   Effective
Sub-Adv.
Fee
    Portfolio
Adv.
Fee
 

Small Cap Growth Portfolio

  Client #18,9  

0.60% on first $1 billion

0.55% on next $500 million

0.50% on next $500 million

0.45% on next $500 million

0.40% on the balance

    0.600%        0.750%   
 

Client #2

  0.55% of average daily net assets     0.550%        0.750%   
 

Client #3

 

0.65% on 1st $25 million

0.60% on next $75 million

0.55% on the balance

    0.614%        0.750%   
 

Client #4

  0.45% of average daily net assets     0.450%        0.750%   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The advisory fee of AB Cap Fund, Inc.—Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

 

8   The client is an affiliate of the Adviser.

 

9   Assets are aggregated with other client portfolios for purposes of calculating the investment advisory fee.

 

29


SMALL CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.10 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)13
       Lipper
EG
Median
(%)
       Lipper
EG
Rank
 

Small Cap Growth Portfolio

     0.750           0.880           1/15   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.14

 

Portfolio    Expense
Ratio
(%)15
     Lipper EG
Median (%)
     Lipper
EG
Rank
     Lipper EU
Median (%)
     Lipper
EU
Rank
 

Small Cap Growth Portfolio

     1.108         0.967         15/15         0.952         35/36   

Based on this analysis, the Portfolio has a more favorable ranking on contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

 

10   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

11   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

12   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

13   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

 

14   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

15   Most recently completed fiscal year end Class A total expense ratio.

 

30


    AB Variable Products Series Fund

 

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $120,835 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $234,931 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.16

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the

 

16   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

31


SMALL CAP GROWTH PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli17 study on advisory fees and various fund characteristics.18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.19 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio 20 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)21 for the periods ended February 28, 2015.22

 

      Portfolio
(%)
     PG
Median (%)
     PU
Median (%)
     PG
Rank
     PU
Rank
 

Small Cap Growth Portfolio

              

1 year

     –4.00         5.69         6.13         15/15         41/41   

3 year

     15.03         17.05         16.84         11/14         27/40   

5 year

     19.72         17.50         17.52         2/13         5/34   

10 year

     10.02         9.61         9.61         4/9         11/29   

 

17   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

 

18   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

19   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

20   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

21   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

22   The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

32


    AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)23 versus its benchmark.24 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.25

 

     Periods Ending February 28, 2015
Annualized Performance
 
    

1

Year
(%)

    3
Year
(%)
    5
Year
(%)
    10
Year
(%)
    Since
Inception
(%)
    Annualized      Risk
Period
(Year)
 
            Volatility
(%)
    Sharpe
(%)
    

Small Cap Growth Portfolio

  4.00        15.03        19.72        10.02        6.84        21.06        0.49         10   

Russell 2000 Growth Index

    7.37        17.83        17.96        9.40        7.02        19.29        0.52         10   

Inception Date: August 5, 1996

                

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

  

 

23   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

24   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

25   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

33


 

 

 

 

 

 

VPS-SCG-0151-1215


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

SMALL/MID CAP VALUE PORTFOLIO


 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
SMALL/MID CAP VALUE  PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Small/Mid Cap Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization US companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in securities of small- to mid-capitalization companies. Because the Portfolio’s definition of small- to mid-capitalization companies is dynamic, the lower and upper limits on market capitalization will change with the markets. The Portfolio invests in companies that are determined by AllianceBernstein L.P. (the “Adviser”) to be undervalued, using the Adviser’s fundamental value approach. In selecting securities for the Portfolio’s portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.

The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio from a decline in value, sometimes within certain ranges.

The Portfolio may invest in securities issued by non-US companies.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 2500 Value Index, in addition to the broad small/mid-cap universe, as measured by the Russell 2500 Index, for the one-, five- and 10-year periods ended December 31, 2015.

Class A shares of the Portfolio fell in absolute terms and performed in line with the benchmark, the Russell 2500 Value Index, while Class B shares underperformed the benchmark, for the annual period. Relative performance was aided by strong security selection in the financial and technology sectors as well as an underweight position in energy. Stock selection in the consumer-discretionary and industrials sectors as well as an underweight position in financials detracted from performance.

While individual contributors were diverse by sector, a number of holdings benefited from company-specific catalysts, such as strong earnings or mergers and acquisitions during the year. Detractors for the period were concentrated in consumer discretionary, industrials and energy, sectors that are more economically sensitive and cyclical.

The Portfolio did not use derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Throughout 2015, investors grappled with conflicting market forces including concerns about China’s growth, the falling price of oil and other commodities and continued monetary easing in Europe and Japan. Equity markets recovered modestly in the fourth quarter but still ended the year in negative territory. Volatility eased somewhat after a sharp third-quarter correction and investors were cautiously optimistic about the US economy’s modest growth. In December, initial relief over the US Federal Reserve’s long-anticipated move gave way to concern over the pace of future interest rate hikes. Interest rates are still extremely low in historical perspective, and the recovery remains moderate, with US gross domestic product growth averaging 2.2% through the first three quarters of 2015.

In the current economic climate the Senior Investment Management Team (the “Team”) seeks to invest opportunistically in what it believes are undervalued companies with solid fundamentals, without sacrificing the Portfolio’s deep value discipline. The Portfolio’s emphasis continues to be at the stock-specific level, as the Team looks for companies that offer compelling valuation, strong free cash flow and significant company level catalysts.

 

1


 
SMALL/MID CAP VALUE PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The Russell 2500® Value Index and the Russell 2500® Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Value Index represents the performance of 2,500 small- to mid-cap value companies within the US. The Russell 2500 Index represents the performance of 2,500 small- to mid-cap cap companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
SMALL/MID CAP VALUE PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

 

THE PORTFOLIO VS. ITS BENCHMARKS    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Small/Mid Cap Value Portfolio Class A

     -5.49%           9.16%           7.74%   

Small/Mid Cap Value Portfolio Class B

     -5.69%           8.89%           7.49%   

Russell 2500 Value Index

     -5.49%           9.23%           6.51%   

Russell 2500 Index

     -2.90%           10.32%           7.56%   

*    Average annual returns.

 

            
            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.82% and 1.07% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

SMALL/MID CAP VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in the Small/Mid Cap Value Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark, the Russell 2500 Value Index, and the broad small/mid-cap universe, as represented by the Russell 2500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

        

Actual

   $   1,000       $ 926.20       $   3.93         0.81

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,021.12       $ 4.13         0.81
           

Class B

        

Actual

   $ 1,000       $ 925.20       $ 5.14         1.06

Hypothetical (5% annual return before expenses)

   $ 1,000       $   1,019.86       $ 5.40         1.06

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Fairchild Semiconductor International, Inc.

   $ 9,638,848           1.7

StanCorp Financial Group, Inc.

     9,274,387           1.6   

Ingredion, Inc.

     9,030,045           1.6   

Granite Construction, Inc.

     8,977,201           1.6   

AECOM

     8,954,195           1.6   

PNM Resources, Inc.

     8,942,642           1.5   

Gramercy Property Trust

     8,898,336           1.5   

Huntington Bancshares, Inc./OH

     8,894,563           1.5   

Aspen Insurance Holdings Ltd.

     8,836,485           1.5   

Validus Holdings Ltd.

     8,772,973           1.5   
    

 

 

      

 

 

 
     $   90,219,675           15.6

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Financials

   $ 171,794,224           29.7

Information Technology

     106,503,900           18.4   

Consumer Discretionary

     105,331,382           18.2   

Industrials

     77,422,151           13.4   

Materials

     25,674,396           4.4   

Energy

     24,834,336           4.3   

Utilities

     24,217,705           4.2   

Health Care

     18,220,884           3.2   

Consumer Staples

     13,195,094           2.3   

Short-Term Investments

     10,708,953           1.9   
    

 

 

      

 

 

 

Total Investments

   $   577,903,025           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–98.1%

  

   

FINANCIALS–29.7%

  

BANKS–10.0%

  

Associated Banc-Corp.

    241,060      $ 4,519,875   

Comerica, Inc.

    193,510        8,094,523   

First Niagara Financial Group, Inc.

    498,250        5,406,013   

Fulton Financial Corp.

    450,590        5,862,176   

Huntington Bancshares, Inc./OH

    804,210        8,894,563   

Synovus Financial Corp.

    182,440        5,907,407   

Texas Capital Bancshares, Inc.(a)

    99,470        4,915,807   

Webster Financial Corp.

    165,079        6,139,288   

Zions Bancorporation

    299,900        8,187,270   
   

 

 

 
      57,926,922   
   

 

 

 

CAPITAL MARKETS–1.1%

   

E*TRADE Financial Corp.(a)

    212,000        6,283,680   
   

 

 

 

CONSUMER FINANCE–0.7%

   

SLM Corp.(a)

    589,480        3,843,409   
   

 

 

 

INSURANCE–10.0%

   

American Financial Group, Inc./OH

    104,510        7,533,081   

Aspen Insurance Holdings Ltd.

    182,950        8,836,485   

CNO Financial Group, Inc.

    456,930        8,722,794   

First American Financial Corp.

    218,140        7,831,226   

Hanover Insurance Group, Inc. (The)

    88,790        7,222,179   

StanCorp Financial Group, Inc.

    81,440        9,274,387   

Validus Holdings Ltd.

    189,522        8,772,973   
   

 

 

 
      58,193,125   
   

 

 

 

REAL ESTATE INVESTMENT TRUSTS (REITs)–5.8%

   

DDR Corp.

    321,430        5,412,881   

Gramercy Property Trust

    1,152,634        8,898,336   

LTC Properties, Inc.

    169,450        7,310,073   

Mid-America Apartment Communities, Inc.

    68,730        6,241,371   

RLJ Lodging Trust

    217,840        4,711,879   

STAG Industrial, Inc.

    46,110        850,730   
   

 

 

 
      33,425,270   
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–1.0%

   

Realogy Holdings Corp.(a)

    155,870        5,715,753   
   

 

 

 

THRIFTS & MORTGAGE FINANCE–1.1%

   

Essent Group Ltd.(a)

    292,648        6,406,065   
   

 

 

 
      171,794,224   
   

 

 

 

INFORMATION TECHNOLOGY–18.4%

   

COMMUNICATIONS EQUIPMENT–2.4%

   

Finisar Corp.(a)

    533,500        7,757,090   

Polycom, Inc.(a)

    511,130        6,435,127   
   

 

 

 
      14,192,217   
   

 

 

 
   

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–6.5%

   

Avnet, Inc.

    173,390      7,428,028   

CDW Corp./DE

    181,260        7,620,170   

Celestica, Inc.(a)

    300,000        3,309,000   

Keysight Technologies, Inc.(a)

    264,480        7,492,718   

TTM Technologies, Inc.(a)

    545,699        3,552,500   

Vishay Intertechnology, Inc.

    686,450        8,271,723   
   

 

 

 
      37,674,139   
   

 

 

 

IT SERVICES–3.2%

   

Amdocs Ltd.

    125,380        6,841,987   

Booz Allen Hamilton Holding Corp.

    255,720        7,888,962   

Genpact Ltd.(a)

    150,430        3,757,741   
   

 

 

 
      18,488,690   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.1%

   

Advanced Micro Devices,
Inc.(a)(b)

    751,960        2,158,125   

Cypress Semiconductor
Corp.(a)(b)

    691,160        6,780,280   

Fairchild Semiconductor International, Inc.(a)

    465,420        9,638,848   

Lam Research Corp.

    61,440        4,879,565   
   

 

 

 
      23,456,818   
   

 

 

 

SOFTWARE–0.8%

   

Verint Systems, Inc.(a)

    112,500        4,563,000   
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.4%

   

NCR Corp.(a)

    332,340        8,129,036   
   

 

 

 
      106,503,900   
   

 

 

 

CONSUMER DISCRETIONARY–18.2%

   

AUTO COMPONENTS–3.3%

   

Dana Holding Corp.

    469,070        6,473,166   

Lear Corp.

    60,430        7,422,617   

Tenneco, Inc.(a)

    109,820        5,041,836   
   

 

 

 
      18,937,619   
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–1.3%

   

Bloomin’ Brands, Inc.

    462,999        7,820,053   
   

 

 

 

HOUSEHOLD DURABLES–3.4%

   

Helen of Troy Ltd.(a)

    61,000        5,749,250   

Meritage Homes Corp.(a)

    174,900        5,944,851   

PulteGroup, Inc.

    461,780        8,228,920   
   

 

 

 
      19,923,021   
   

 

 

 

INTERNET & CATALOG RETAIL–0.8%

   

Shutterfly, Inc.(a)

    103,440        4,609,286   
   

 

 

 

 

6


    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

MEDIA–1.6%

   

Cable One, Inc.

    10,477      $ 4,543,456   

Scholastic Corp.

    115,460        4,452,137   
   

 

 

 
      8,995,593   
   

 

 

 

MULTILINE RETAIL–1.2%

   

Big Lots, Inc.

    176,600        6,806,164   
   

 

 

 

SPECIALTY RETAIL–5.6%

   

Caleres, Inc.

    161,010        4,318,288   

Children’s Place, Inc. (The)

    140,369        7,748,369   

GameStop Corp.–Class A(b)

    115,640        3,242,546   

Michaels Cos., Inc. (The)(a)

    252,400        5,580,564   

Murphy USA, Inc.(a)

    99,276        6,030,024   

Office Depot, Inc.(a)

    958,120        5,403,797   
   

 

 

 
      32,323,588   
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–1.0%

   

Crocs, Inc.(a)

    577,740        5,916,058   
   

 

 

 
      105,331,382   
   

 

 

 

INDUSTRIALS–13.4%

   

AEROSPACE & DEFENSE–1.0%

   

Spirit AeroSystems Holdings, Inc.–Class A(a)

    115,370        5,776,576   
   

 

 

 

CONSTRUCTION & ENGINEERING–5.4%

   

AECOM(a)

    298,175        8,954,195   

EMCOR Group, Inc.

    155,910        7,489,917   

Granite Construction, Inc.

    209,210        8,977,201   

Quanta Services, Inc.(a)

    279,400        5,657,850   
   

 

 

 
      31,079,163   
   

 

 

 

ELECTRICAL EQUIPMENT–1.3%

   

Regal Beloit Corp.

    123,410        7,221,953   
   

 

 

 

MACHINERY–2.4%

   

ITT Corp.

    200,350        7,276,712   

Oshkosh Corp.(b)

    175,390        6,847,226   
   

 

 

 
      14,123,938   
   

 

 

 

ROAD & RAIL–1.1%

   

Ryder System, Inc.

    112,600        6,399,058   
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–2.2%

   

MRC Global, Inc.(a)

    610,950        7,881,255   

WESCO International, Inc.(a)(b)

    113,100        4,940,208   
   

 

 

 
      12,821,463   
   

 

 

 
      77,422,151   
   

 

 

 

MATERIALS–4.4%

   

CHEMICALS–1.9%

   

A. Schulman, Inc.

    190,870        5,848,257   

Huntsman Corp.

    465,780        5,295,918   
   

 

 

 
      11,144,175   
   

 

 

 
   

CONTAINERS & PACKAGING–1.7%

   

Avery Dennison Corp.

    84,670      5,305,422   

Graphic Packaging Holding Co.

    346,490        4,445,467   
   

 

 

 
      9,750,889   
   

 

 

 

METALS & MINING–0.8%

   

Steel Dynamics, Inc.

    267,450        4,779,332   
   

 

 

 
      25,674,396   
   

 

 

 

ENERGY–4.3%

   

ENERGY EQUIPMENT & SERVICES–1.0%

   

RPC, Inc.(b)

    472,520        5,646,614   
   

 

 

 

OIL, GAS & CONSUMABLE FUELS–3.3%

   

Murphy Oil Corp.(b)

    312,030        7,005,074   

QEP Resources, Inc.

    552,720        7,406,448   

SM Energy Co.(b)

    242,940        4,776,200   
   

 

 

 
    19,187,722   
   

 

 

 
    24,834,336   
   

 

 

 

UTILITIES–4.2%

   

ELECTRIC UTILITIES–2.9%

   

PNM Resources, Inc.

    292,530        8,942,642   

Westar Energy, Inc.

    184,525        7,825,705   
   

 

 

 
    16,768,347   
   

 

 

 

GAS UTILITIES–1.3%

   

Southwest Gas Corp.

    135,050        7,449,358   
   

 

 

 
    24,217,705   
   

 

 

 

HEALTH CARE–3.2%

   

HEALTH CARE PROVIDERS & SERVICES–3.2%

   

LifePoint Health, Inc.(a)

    102,245        7,504,783   

Molina Healthcare, Inc.(a)

    70,350        4,230,146   

WellCare Health Plans, Inc.(a)

    82,930        6,485,955   
   

 

 

 
    18,220,884   
   

 

 

 

CONSUMER STAPLES–2.3%

   

FOOD PRODUCTS–2.3%

   

Dean Foods Co.

    242,860        4,165,049   

Ingredion, Inc.

    94,220        9,030,045   
   

 

 

 
    13,195,094   
   

 

 

 

Total Common Stocks
(cost $525,052,792)

      567,194,072   
   

 

 

 
    Principal
Amount
(000)
       

SHORT-TERM INVESTMENTS–1.8%

   

TIME DEPOSIT–1.8%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $10,708,953)

  $ 10,709        10,708,953   
   

 

 

 

 

7


SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

Total Investments Before Security Lending Collateral for Securities Loaned–99.9%
(cost $535,761,745)

    $ 577,903,025   
   

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–5.2%

   

INVESTMENT COMPANIES–5.2%

   

AB Exchange Reserves–Class I, 0.24%(c)(d)
(cost $29,809,514)

    29,809,514        29,809,514   
   

 

 

 

TOTAL INVESTMENTS–105.1%
(cost $565,571,259)

      607,712,539   

Other assets less liabilities–(5.1)%

      (29,449,731
   

 

 

 

NET ASSETS–100.0%

    $ 578,262,808   
   

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

 

(d)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

See notes to financial statements.

 

8


SMALL/MID CAP VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $535,761,745)

   $ 577,903,025 (a) 

Affiliated issuers (cost $29,809,514—investment of cash collateral for securities loaned)

     29,809,514   

Dividends and interest receivable

     700,567   

Receivable for investment securities sold

     661,166   

Receivable for capital stock sold

     401,887   
  

 

 

 

Total assets

     609,476,159   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     29,809,514   

Payable for capital stock redeemed

     809,047   

Advisory fee payable

     374,277   

Distribution fee payable

     83,464   

Administrative fee payable

     12,020   

Transfer Agent fee payable

     99   

Accrued expenses

     124,930   
  

 

 

 

Total liabilities

     31,213,351   
  

 

 

 

NET ASSETS

   $ 578,262,808   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 33,631   

Additional paid-in capital

     499,929,280   

Undistributed net investment income

     2,715,728   

Accumulated net realized gain on investment transactions

     33,442,889   

Net unrealized appreciation on investments

     42,141,280   
  

 

 

 
   $ 578,262,808   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class    Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

   $   191,387,442           11,068,688         $   17.29   

B

   $ 386,875,366           22,562,576         $ 17.15   

 

 

 

(a)   Includes securities on loan with a value of $29,237,222 (see Note E).

See notes to financial statements.

 

9


SMALL/MID CAP VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 8,275,077   

Affiliated issuers

     18,060   

Interest

     1,347   

Securities lending income

     404,515   
  

 

 

 
     8,698,999   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     4,753,253   

Distribution fee—Class B

     1,065,897   

Transfer agency—Class A

     2,368   

Transfer agency—Class B

     4,876   

Custodian

     136,535   

Printing

     89,332   

Administrative

     50,834   

Legal

     50,652   

Audit and tax

     39,638   

Directors’ fees

     21,157   

Miscellaneous

     19,007   
  

 

 

 

Total expenses

     6,233,549   
  

 

 

 

Net investment income

     2,465,450   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     35,036,368   

Net change in unrealized appreciation/depreciation of investments

     (72,068,219
  

 

 

 

Net loss on investment transactions

     (37,031,851
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (34,566,401
  

 

 

 

 

 

 

See notes to financial statements.

 

10


 
SMALL/MID CAP VALUE PORTFOLIO  
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 2,465,450      $ 3,813,704   

Net realized gain on investment transactions

     35,036,368        101,341,097   

Net change in unrealized appreciation/depreciation of investments

     (72,068,219     (47,350,031
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (34,566,401     57,804,770   

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (1,618,764     (1,452,999

Class B

     (2,200,891     (2,092,707

Net realized gain on investment transactions

    

Class A

     (32,902,934     (23,966,237

Class B

     (67,713,766     (51,622,589

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     58,207,721        (9,435,791
  

 

 

   

 

 

 

Total decrease

     (80,795,035     (30,765,553

NET ASSETS

    

Beginning of period

     659,057,843        689,823,396   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $2,715,728 and $4,069,933, respectively)

   $ 578,262,808      $ 659,057,843   
  

 

 

   

 

 

 

 

 

 

 

See notes to financial statements.

 

11


SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Small/Mid Cap Value Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

 

12


    AB Variable Products Series Fund

 

markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

  

Common Stocks*

   $ 567,194,072      $ –0 –    $             –0 –    $ 567,194,072   

Short-Term Investments

     –0 –      10,708,953        –0 –      10,708,953   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     29,809,514        –0 –      –0 –      29,809,514   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     597,003,586        10,708,953        –0 –      607,712,539   

Other Financial Instruments**

     –0 –      –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total^

   $ 597,003,586      $ 10,708,953      $ –0 –    $ 607,712,539   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

13


SMALL/MID CAP VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

14


    AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2015, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,834.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $656,741, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

 

15


SMALL/MID CAP VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 257,008,757       $ 299,882,579   

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 566,955,483   
  

 

 

 

Gross unrealized appreciation

   $ 91,923,915   

Gross unrealized depreciation

     (51,166,859
  

 

 

 

Net unrealized appreciation

   $ 40,757,056   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $29,237,222 and had received cash collateral which has been invested into AB Exchange Reserves of $29,809,514. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $404,515 and $18,060 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return

 

16


    AB Variable Products Series Fund

 

the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 9,099      $ 169,067      $ 148,356      $ 29,810   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

     SHARES          AMOUNT  
     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
         Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

           

Shares sold

     1,054,614        1,246,289         $ 21,464,138      $ 28,041,665   

Shares issued in reinvestment of dividends and distributions

     1,883,344        1,203,562           34,521,698        25,419,235   

Shares redeemed

     (1,512,726     (2,294,010        (30,568,014     (53,028,466
  

 

 

   

 

 

      

 

 

   

 

 

 

Net increase

     1,425,232        155,841         $ 25,417,822      $ 432,434   
  

 

 

   

 

 

      

 

 

   

 

 

 

Class B

           

Shares sold

     1,448,952        1,725,536         $ 28,947,051      $ 38,451,925   

Shares issued in reinvestment of dividends and distributions

     3,843,577        2,559,090           69,914,657        53,715,296   

Shares redeemed

     (3,259,605     (4,538,703        (66,071,809     (102,035,446
  

 

 

   

 

 

      

 

 

   

 

 

 

Net increase (decrease)

     2,032,924        (254,077      $ 32,789,899      $ (9,868,225
  

 

 

   

 

 

      

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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

 

17


SMALL/MID CAP VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 9,743,708         $ 14,929,994   

Net long-term capital gains

       94,692,647           64,204,538   
    

 

 

      

 

 

 

Total taxable distributions

     $ 104,436,355         $ 79,134,532   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 3,679,130   

Undistributed net capital gain

     33,863,712   

Unrealized appreciation/(depreciation)

     40,757,056 (a) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ 78,299,898   
  

 

 

 

 

(a)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2015, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, there were no permanent differences that resulted in adjustments to undistributed net investment income, accumulated net realized gain on investment transactions, or additional paid-in capital.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

18


 
SMALL/MID CAP VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $21.95        $22.89        $17.67        $15.46        $16.95   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .11        .17        .16        .13        .09   

Net realized and unrealized gain (loss) on investment transactions

    (1.11     1.82        6.41        2.72        (1.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (1.00     1.99        6.57        2.85        (1.41
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.17     (.17     (.13     (.10     (.08

Distributions from net realized gain on investment transactions

    (3.49     (2.76     (1.22     (.54     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (3.66     (2.93     (1.35     (.64     (.08
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $17.29        $21.95        $22.89        $17.67        $15.46   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (5.49 )%      9.20     38.06 %*      18.75     (8.39 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $191,388        $211,680        $217,146        $156,832        $151,754   

Ratio to average net assets of:

         

Expenses

    .82     .82     .81     .82     .83

Net investment income

    .56     .75     .77     .75     .56

Portfolio turnover rate

    42     45     56     50     70

 

 

 

See footnote summary on page 20.

 

19


SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $21.79        $22.74        $17.58        $15.38        $16.87   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .06        .11        .11        .08        .05   

Net realized and unrealized gain (loss) on investment transactions

    (1.09     1.81        6.36        2.71        (1.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (1.03     1.92        6.47        2.79        (1.45
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends and Distributions

         

Dividends from net investment income

    (.12     (.11     (.09     (.05     (.04

Distributions from net realized gain on investment transactions

    (3.49     (2.76     (1.22     (.54     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (3.61     (2.87     (1.31     (.59     (.04
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $17.15        $21.79        $22.74        $17.58        $15.38   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (5.69 )%      8.95     37.63 %*      18.47     (8.62 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $386,875        $447,378        $472,677        $347,784        $324,145   

Ratio to average net assets of:

         

Expenses

    1.07     1.07     1.06     1.07     1.08

Net investment income

    .31     .49     .51     .51     .31

Portfolio turnover rate.

    42     45     56     50     70

 

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2013 by 0.01%.

See notes to financial statements.

 

20


 
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Small/Mid Cap Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Small/Mid Cap Value Portfolio (the “Fund”) (formerly AllianceBernstein Small Mid/Cap Value Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Small/Mid Cap Value Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 12, 2016

 

21


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 73.47% of dividends paid qualify for the dividends received deduction.

 

22


 
 
SMALL/MID CAP VALUE PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Joseph G. Paul(2), Vice President

James W. MacGregor(2), Vice President

Shri Singhvi(2) , Vice President

    

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    

CUSTODIAN AND ACCOUNTING AGENT

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

    

LEGAL COUNSEL

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

    

DISTRIBUTOR

AllianceBernstein Investments, Inc.

1345 Avenue of the Americas

New York, NY 10105

    

TRANSFER AGENT

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free 1-(800) 221-5672

    

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

5 Times Square

New York, NY 10036

    

 

 

 

 

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Small/Mid-Cap Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. James W. MacGregor, and Mr. Shri Singhvi are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

23


 
SMALL/MID CAP VALUE PORTFOLIO
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None

 

24


    AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None

 

25


SMALL/MID CAP VALUE PORTFOLIO
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,
AGE,
(YEAR FIRST ELECTED**)
   PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER RELEVANT
QUALIFICATIONS***
   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
DISINTERESTED DIRECTORS
(continued)
     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

 

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

26


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
Robert M. Keith
55
     President and Chief Executive Officer      See biography above.
         
Philip L. Kirstein
70
     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         
Joseph G. Paul
56
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
James W. MacGregor
48
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Shri Singhvi
42
     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         
Emilie D. Wrapp
60
     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI **, with which she has been associated since prior to 2011.
         
Joseph J. Mantineo
56
     Treasurer and Chief Financial Officer      Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         
Phyllis J. Clarke
55
     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABIS and ABI are affiliates of the Fund.

 

    The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618 or visit www.abglobal.com, for a free prospectus or SAI.

 

27


 
SMALL/MID CAP VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Small/Mid Cap Value Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category   Advisory Fee Based on % of
Average Daily Net Assets
 

Net Assets

3/31/15

($MIL)

Small/Mid Cap Value Portfolio

  Specialty   0.75% on first $2.5 billion
0.65% on next $2.5 billion
0.60% on the balance
  $667.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,434 (0.007% of the Portfolio’s average daily net assets) for such services.

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

28


    AB Variable Products Series Fund

 

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

 

Portfolio   Expense Cap Pursuant
to Expense Limitation
Undertaking
  Gross
Expense
Ratio
  Fiscal Year End

Small/Mid Cap Value Portfolio

 

Class A    1.20%

Class B    1.45%

  0.82%
1.07%
  December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

29


SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
   AB Institutional Fee Schedule    Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Small/Mid Cap Value Portfolio

   $667.6
  

Small & Mid Cap Value Schedule

0.95% on first $25m

0.75% on the next $25m

0.65% on the next $50m

0.55% on the balance

Minimum account size $25m

    
0.580

    
0.750

The Adviser also manages AB Trust, Inc.—Discovery Value Fund (“Discovery Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Discovery Value Fund, and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio   

AB

Mutual Fund

   Fee Schedule    ABMF
Effective
Fee
     Portfolio
Advisory
Fee
 

Small/Mid Cap Value Portfolio

   Discovery    0.75% on first $2.5 billion      0.750      0.750
   Value Fund
  

0.65% on next $2.5 billion

0.60% on the balance

     

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2015 net assets.

 

Portfolio          Fee Schedule    Effective
Sub-Adv.
Fee
     Portfolio
Advisory
Fee
 

Small/Mid Cap Value Portfolio

  

Client #1

  

0.50% on the first $250 million

0.40% on the balance

    
0.469%
  
    
0.750%
  
  

Client #2

  

0.95% on the first $10 million

0.75% on the next $40 million

0.65% on the next $50 million

0.55% on the balance

    
0.575%
  
    
0.750%
  
  

Client #3

  

0.61% on the first $150 million

0.50% on the balance

    
0.525%
  
    
0.750%
  

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

30


    AB Variable Products Series Fund

 

adviser would be willing to provide a sub-advisory relationship investment related services at a different feel level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.7 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee  (%)10
    

Lipper

EG
Median (%)

     Lipper
EG
Rank
 

Small/Mid Cap Value Portfolio

     0.750         0.833         3/10   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.11

 

Portfolio    Expense
Ratio
(%)12
    

Lipper

EG
Median (%)

     Lipper
EG
Rank
    

Lipper

EU
Median (%)

     Lipper
EU
Rank
 

Small/Mid Cap Value Portfolio

     0.819         0.870         4/10         0.880         5/17   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

 

7   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

8   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

9   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

10   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

 

11   Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

12   Most recently completed fiscal year end Class A total expense ratio.

 

31


SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25% . During the fiscal year ended December 31, 2014, ABI received $1,130,137 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $2,319,957 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.13

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base

 

13   The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

 

32


    AB Variable Products Series Fund

 

compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.16 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio17 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)18 for the periods ended February 28, 2015.19

 

     Portfolio (%)     PG
Median (%)
    PU
Median (%)
    PG
Rank
    PU
Rank
 

Small/Mid Cap Value Portfolio

         

1 year

    10.18        4.63        5.15        1/10        2/21   

3 year

    18.13        14.50        14.33        1/10        3/21   

5 year

    15.34        14.11        14.67        4/10        7/19   

10 year

    9.30        8.90        7.92        2/8        3/11   

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)20 versus its benchmarks.21 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.22

 

14   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

15   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

 

16   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

17   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

18   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

19   Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

20   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

21   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

 

22   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

33


SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

 

    

Periods Ending February 28, 2015

Annualized Performance

 
    1
Year
    3
Year
   

5

Year

    10
Year
    Since
Inception
    Annualized     Risk
Period
 
              Volatility     Sharpe    
     (%)     (%)     (%)     (%)     (%)     (%)     (%)     (Year)  

Small/Mid Cap Value Portfolio

    10.18        18.12        15.34        9.30        11.12        20.22        0.47        10   

Russell 2500 Value Index

    6.95        16.87        15.46        8.21        9.80        18.43        0.44        10   

Russell 2500 Index

    8.24        17.45        16.89        9.25        9.25        N/A        N/A        N/A   

Inception Date: May 2, 2001

               

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

34


 

 

 

 

VPS-SMCV-0151-1215

 


DEC    12.31.15

 

LOGO

 

ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

VALUE PORTFOLIO


 

 

Investment Products Offered

 

  Ø  

Are Not FDIC Insured

  Ø  

May Lose Value

  Ø  

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 
 
VALUE PORTFOLIO   AB Variable Products Series Fund

 

LETTER TO INVESTORS

February 10, 2016

The following is an update of AB Variable Products Series Fund—Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2015. Effective May 1, 2015, the AllianceBernstein Variable Products Series Fund’s name changed to AB Variable Products Series Fund.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of US companies with relatively large market capitalizations that AllianceBernstein L.P. (the “Adviser”) believes are undervalued. The Portfolio invests in companies that are determined by the Adviser to be undervalued using the fundamental value approach of the Adviser. The fundamental value approach seeks to identify a universe of securities that are considered to be undervalued because they are attractively priced relative to their future earnings power and dividend-paying capability.

The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds (“ETFs”). These transactions may be used, for example, to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Portfolio’s portfolio from a decline in value, sometimes within certain ranges.

The Portfolio may invest in securities of non-US issuers.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Value Index, and the broad US stock market, as represented by the Standard and Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2015.

All share classes of the Portfolio underperformed the benchmark for the annual period. Overall sector selection was modestly negative, with an underweight in the poorly-performing energy sector helping to offset the drag from underweights in consumer staples and consumer growth names, and an overweight in consumer discretionary. Stock selection among retailers and resources negatively impacted relative performance, partially offset by holdings in services (airlines) and energy (oil refiners).

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

US equity markets rose during the annual period. After a strong run-up in shares in the first half of the period, equities pulled back amid concerns that China’s economy would drag the global economy into a slowdown and stretched valuations in developed stocks caused shares to tumble. However, markets rebounded toward year end as they stabilized and welcomed central bank policy actions from the US, Europe and China. The US Federal Reserve raised interest rates from record lows as expected, after seven years of accommodative policy, removing some uncertainty from the market, as economic data released during the period supported the case for a rate hike. The jobless rate declined unexpectedly and employment grew; wage growth started to accelerate and the US service sector expanded at a faster pace. Gross domestic product expanded.

The Portfolio has remained focused on attractively-valued opportunities, which are widespread across most industry sectors and regions. The Portfolio’s Senior Investment Management Team prefers companies with robust cash flow generation and strong balance sheets, whose stocks are trading at deep valuation discounts.

 

1


 
VALUE PORTFOLIO  
DISCLOSURES AND RISKS   AB Variable Products Series Fund

 

Benchmark Disclosure

The Russell 1000® Value Index and the S&P 500® Index are unmanaged and do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Value Index represents the performance of 1,000 large-cap companies within the US. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus. As with all investments, you may lose money by investing in the Portfolio.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

 

2


 
VALUE PORTFOLIO  
HISTORICAL PERFORMANCE   AB Variable Products Series Fund

 

 

THE PORTFOLIO VS. ITS BENCHMARK    NAV Returns  
PERIODS ENDED DECEMBER 31, 2015 (unaudited)    1 Year        5 Years*        10 Years*  

Value Portfolio Class A

     -6.95%           9.58%           3.96%   

Value Portfolio Class B

     -7.17%           9.31%           3.71%   

Russell 1000 Value Index

     -3.83%           11.27%           6.16%   

S&P 500 Index

     1.38%           12.57%           7.31%   

*    Average annual returns.

 

†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2015, by 0.17%.

       

       

            

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.79% and 1.04% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/05 – 12/31/15 (unaudited)

LOGO

This chart illustrates the total value of an assumed $10,000 investment in Value Portfolio Class A shares (from 12/31/05 to 12/31/15) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Value Index, and the broad US stock market, as represented by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

 

 

See Disclosures, Risks and Note about Historical Performance on page 2.

 

3


 
VALUE PORTFOLIO  
EXPENSE EXAMPLE (unaudited)   AB Variable Products Series Fund

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Beginning
Account Value
July 1, 2015
     Ending
Account Value
December 31, 2015
     Expenses Paid
During Period*
     Annualized
Expense Ratio*
 

Class A

           

Actual

   $ 1,000       $ 928.10       $ 3.94         0.81

Hypothetical (5% annual return before expenses)

   $ 1,000       $ 1,021.12       $ 4.13         0.81
           

Class B

           

Actual

   $ 1,000       $ 926.50       $ 5.15         1.06

Hypothetical (5% annual return before expenses)

   $   1,000       $   1,019.86       $   5.40         1.06

 

 

 

*   Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

 

4


VALUE PORTFOLIO  
TEN LARGEST HOLDINGS*  
December 31, 2015 (unaudited)   AB Variable Products Series Fund

 

 

COMPANY    U.S. $ VALUE        PERCENT OF NET ASSETS  

Wells Fargo & Co.

   $ 3,977,412           4.6

Bank of America Corp.

     3,917,519           4.5   

Allstate Corp. (The)

     3,838,404           4.5   

Aetna, Inc.

     2,901,400           3.4   

CF Industries Holdings, Inc.

     2,875,636           3.3   

Pfizer, Inc.

     2,858,491           3.3   

Microsoft Corp.

     2,694,608           3.1   

Applied Materials, Inc.

     2,677,091           3.1   

Capital One Financial Corp.

     2,553,945           3.0   

Citizens Financial Group, Inc.

     2,435,670           2.8   
    

 

 

      

 

 

 
     $   30,730,176           35.6

SECTOR BREAKDOWN

December 31, 2015 (unaudited)

 

 

SECTOR    U.S. $ VALUE        PERCENT OF TOTAL INVESTMENTS  

Financials

   $ 25,102,812           29.0

Information Technology

     13,204,060           15.3   

Consumer Discretionary

     9,874,930           11.4   

Health Care

     9,090,272           10.5   

Industrials

     8,128,260           9.4   

Materials

     6,116,558           7.1   

Energy

     5,678,871           6.6   

Utilities

     5,003,963           5.8   

Telecommunication Services

     2,175,996           2.5   

Consumer Staples

     1,974,949           2.3   

Short-Term Investments

     97,460           0.1   
    

 

 

      

 

 

 

Total Investments

   $   86,448,131           100.0

 

 

 

*   Long-term investments.

 

  The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

 

5


AB VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
December 31, 2015   AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

COMMON STOCKS–99.9%

  

   

FINANCIALS–29.0%

  

BANKS–12.5%

  

Bank of America Corp.

    232,770      $ 3,917,519   

Citizens Financial Group, Inc.

    93,000        2,435,670   

JPMorgan Chase & Co.

    7,325        483,670   

Wells Fargo & Co.

    73,168        3,977,412   
   

 

 

 
      10,814,271   
   

 

 

 

CONSUMER FINANCE–6.7%

   

Capital One Financial Corp.

    35,383        2,553,945   

Discover Financial Services

    16,580        889,020   

OneMain Holdings, Inc.(a)

    20,193        838,817   

Synchrony Financial(a)

    50,273        1,528,802   
   

 

 

 
      5,810,584   
   

 

 

 

DIVERSIFIED FINANCIAL SERVICES–1.7%

   

Voya Financial, Inc.

    40,918        1,510,283   
   

 

 

 

INSURANCE–8.1%

   

Allstate Corp. (The)

    61,820        3,838,404   

American Financial Group, Inc./OH

    9,605        692,329   

First American Financial Corp.

    17,990        645,841   

FNF Group

    26,993        935,847   

Travelers Cos., Inc. (The)

    7,578        855,253   
   

 

 

 
      6,967,674   
   

 

 

 
      25,102,812   
   

 

 

 

INFORMATION TECHNOLOGY–15.3%

   

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.4%

   

Keysight Technologies, Inc.(a)

    43,951        1,245,132   
   

 

 

 

IT SERVICES–1.9%

   

Xerox Corp.

    150,444        1,599,220   
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.1%

   

Applied Materials, Inc.

    143,390        2,677,091   
   

 

 

 

SOFTWARE–5.2%

   

Microsoft Corp.

    48,569        2,694,608   

Oracle Corp.

    48,603        1,775,468   
   

 

 

 
      4,470,076   
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.7%

   

Hewlett Packard Enterprise Co.

    118,807        1,805,866   

HP, Inc.

    118,807        1,406,675   
   

 

 

 
      3,212,541   
   

 

 

 
      13,204,060   
   

 

 

 

CONSUMER DISCRETIONARY–11.4%

   

AUTO COMPONENTS–4.5%

   

Goodyear Tire & Rubber Co. (The)

    25,293        826,322   

Lear Corp.

    11,410        1,401,490   
   

Magna International, Inc. (New York)–Class A

    40,505      $ 1,642,883   
   

 

 

 
      3,870,695   
   

 

 

 

MEDIA–1.4%

  

Comcast Corp.–Class A

    22,199        1,252,690   
   

 

 

 

MULTILINE RETAIL–1.9%

   

Dollar General Corp.

    22,751        1,635,114   
   

 

 

 

SPECIALTY RETAIL–3.6%

   

Foot Locker, Inc.

    21,138        1,375,873   

GameStop Corp.–Class A(b)

    36,850        1,033,274   

Office Depot, Inc.(a)

    125,405        707,284   
   

 

 

 
      3,116,431   
   

 

 

 
      9,874,930   
   

 

 

 

HEALTH CARE–10.5%

   

BIOTECHNOLOGY–1.7%

   

Gilead Sciences, Inc.

    14,768        1,494,374   
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–5.5%

   

Aetna, Inc.

    26,835        2,901,400   

UnitedHealth Group, Inc.

    15,607        1,836,007   
   

 

 

 
      4,737,407   
   

 

 

 

PHARMACEUTICALS–3.3%

   

Pfizer, Inc.

    88,553        2,858,491   
   

 

 

 
      9,090,272   
   

 

 

 

INDUSTRIALS–9.4%

   

AEROSPACE & DEFENSE–2.1%

   

L-3 Communications Holdings, Inc.

    15,069        1,800,896   
   

 

 

 

AIRLINES–3.4%

   

Delta Air Lines, Inc.

    34,017        1,724,322   

JetBlue Airways Corp.(a)

    53,413        1,209,804   
   

 

 

 
      2,934,126   
   

 

 

 

ELECTRICAL EQUIPMENT–1.8%

   

Eaton Corp. PLC

    30,907        1,608,400   
   

 

 

 

MACHINERY–2.1%

   

ITT Corp.

    49,142        1,784,838   
   

 

 

 
      8,128,260   
   

 

 

 

MATERIALS–7.1%

   

CHEMICALS–7.1%

   

CF Industries Holdings, Inc.

    70,464        2,875,636   

Dow Chemical Co. (The)

    17,216        886,280   

LyondellBasell Industries NV–Class A

    27,096        2,354,642   
   

 

 

 
      6,116,558   
   

 

 

 

ENERGY–6.6%

   

OIL, GAS & CONSUMABLE FUELS–6.6%

   

EOG Resources, Inc.

    33,802        2,392,843   

Hess Corp.

    19,150        928,392   

Murphy Oil Corp.

    44,468        998,307   

Valero Energy Corp.

    19,224        1,359,329   
   

 

 

 
      5,678,871   
   

 

 

 

 

6


    AB Variable Products Series Fund

 

    
    
    
Company
  Shares     U.S. $ Value  
   

UTILITIES–5.8%

  

ELECTRIC UTILITIES–4.7%

  

American Electric Power Co., Inc.

    12,967      $ 755,587   

Edison International

    25,330        1,499,789   

PPL Corp.

    53,982        1,842,406   
   

 

 

 
      4,097,782   
   

 

 

 

MULTI-UTILITIES–1.1%

   

NiSource, Inc.

    46,447        906,181   
   

 

 

 
      5,003,963   
   

 

 

 

TELECOMMUNICATION SERVICES–2.5%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–1.5%

   

Verizon Communications, Inc.

    28,234        1,304,976   
   

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–1.0%

   

Vodafone Group PLC
(Sponsored ADR)

    27,000        871,020   
   

 

 

 
      2,175,996   
   

 

 

 

CONSUMER STAPLES–2.3%

   

TOBACCO–2.3%

   

Altria Group, Inc.

    33,928        1,974,949   
   

 

 

 

Total Common Stocks
(cost $81,336,805)

      86,350,671   
 

 

 

 
Company       
Principal
Amount
(000)
    U.S. $ Value  
   

SHORT-TERM INVESTMENTS–0.1%

   

TIME DEPOSIT–0.1%

   

State Street Time Deposit
0.01%, 1/04/16
(cost $97,460)

  $   97      $ 97,460   
   

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned–100.0%
(cost $81,434,265)

      86,448,131   
   

 

 

 
    Shares        

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.3%

   

INVESTMENT COMPANIES–1.3%

   

AB Exchange Reserves–Class I,
0.24%(c)(d)
(cost $1,077,863)

    1,077,863        1,077,863   
   

 

 

 

TOTAL INVESTMENTS–101.3%
(cost $82,512,128)

      87,525,994   

Other assets less
liabilities–(1.3)%

      (1,088,746
   

 

 

 

NET ASSETS–100.0%

    $ 86,437,248   
   

 

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

 

(d)   Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

 

7


VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES
December 31, 2015   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $81,434,265)

   $ 86,448,131 (a) 

Affiliated issuers (cost $1,077,863—investment of cash collateral for securities loaned)

     1,077,863   

Cash

     12,505   

Dividends and interest receivable

     143,455   

Receivable for capital stock sold

     44   
  

 

 

 

Total assets

     87,681,998   
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     1,077,863   

Advisory fee payable

     41,415   

Audit and tax fee payable

     38,685   

Printing fee payable

     19,821   

Distribution fee payable

     18,527   

Custody fee payable

     13,195   

Administrative fee payable

     12,020   

Payable for capital stock redeemed

     11,971   

Legal fee payable

     8,404   

Transfer Agent fee payable

     99   

Accrued expenses

     2,750   
  

 

 

 

Total liabilities

     1,244,750   
  

 

 

 

NET ASSETS

   $ 86,437,248   
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 6,175   

Additional paid-in capital

     91,315,687   

Undistributed net investment income

     1,150,773   

Accumulated net realized loss on investment and foreign currency transactions

     (11,049,253

Net unrealized appreciation on investments

     5,013,866   
  

 

 

 
   $ 86,437,248   
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 

A

     $ 1,373,360           97,361         $ 14.11   

B

     $   85,063,888           6,077,161         $   14.00   

 

 

 

(a)   Includes securities on loan with a value of $1,033,274 (see Note E).

See notes to financial statements.

 

8


VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Year Ended December 31, 2015   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $3,468)

   $ 2,160,447   

Affiliated issuers

     1,241   

Interest

     86   

Securities lending income

     58,098   
  

 

 

 
     2,219,872   
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     555,496   

Distribution fee—Class B

     248,265   

Transfer agency—Class A

     73   

Transfer agency—Class B

     4,212   

Custodian

     79,357   

Administrative

     50,834   

Audit and tax

     40,290   

Printing

     30,677   

Legal

     30,427   

Directors’ fees

     21,157   

Miscellaneous

     6,884   
  

 

 

 

Total expenses

     1,067,672   
  

 

 

 

Net investment income

     1,152,200   
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     13,865,442   

Net change in unrealized appreciation/depreciation of investments

     (21,949,500
  

 

 

 

Net loss on investment transactions

     (8,084,058
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (6,931,858
  

 

 

 

 

 

See notes to financial statements.

 

9


 
VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS   AB Variable Products Series Fund

 

     Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 1,152,200      $ 1,860,763   

Net realized gain on investment transactions

     13,865,442        19,670,880   

Net change in unrealized appreciation/depreciation of investments

     (21,949,500     (9,092,103
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (6,931,858     12,439,540   

DIVIDENDS TO SHAREHOLDERS FROM

    

Net investment income

    

Class A

     (37,660     (42,060

Class B

     (1,820,494     (1,898,144

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (18,965,534     (30,782,902
  

 

 

   

 

 

 

Total decrease

     (27,755,546     (20,283,566

NET ASSETS

    

Beginning of period

     114,192,794        134,476,360   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $1,150,773 and $1,856,727, respectively)

   $ 86,437,248      $ 114,192,794   
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

10


VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
December 31, 2015   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Value Portfolio. Prior to May 1, 2015, the Fund was known as AllianceBernstein Variable Products Series Fund, Inc. The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers sixteen 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 U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

 

11


VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2015:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks*

     $ 86,350,671       $ –0 –     $ –0 –     $ 86,350,671   

Short-Term Investments

       –0 –       97,460         –0 –       97,460   

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       1,077,863         –0 –       –0 –       1,077,863   
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       87,428,534         97,460         –0 –       87,525,994   

Other Financial Instruments**

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total^

     $ 87,428,534       $ 97,460       $             –0 –     $ 87,525,994   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

*   See Portfolio of Investments for sector classifications.

 

**   Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

 

^   There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

 

12


    AB Variable Products Series Fund

 

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes 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 foreign currency denominated assets and liabilities.

4. 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. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

 

13


VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

6. Class Allocations

All income earned and expenses incurred by the Portfolio 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 for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2015, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2015, the reimbursement for such services amounted to $50,834.

Brokerage commissions paid on investment transactions for the year ended December 31, 2015 amounted to $78,465, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $1,262 for the year ended December 31, 2015.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits 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 Class B 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 Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or 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.

 

14


    AB Variable Products Series Fund

 

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2015 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 82,664,085       $ 101,863,643   

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $ 83,173,278   
  

 

 

 

Gross unrealized appreciation

   $ 9,959,703   

Gross unrealized depreciation

     (5,606,987
  

 

 

 

Net unrealized appreciation

   $ 4,352,716   
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2015, the Portfolio had securities on loan with a value of $1,033,274 and had received cash collateral which has been invested into AB Exchange Reserves of $1,077,863. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $58,098 and $1,241 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned

 

15


VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2015 is as follows:

 

Market Value

December 31, 2014

(000)

   

Purchases

at Cost

(000)

   

Sales

Proceeds

(000)

   

Market Value

December 31, 2015

(000)

 
$ 1,053      $ 11,424      $ 11,399      $ 1,078   

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES         AMOUNT  
    Year Ended
December 31,
2015
    Year Ended
December 31,
2014
        Year Ended
December 31,
2015
    Year Ended
December 31,
2014
 

Class A

         

Shares sold

    2,688        5,694        $ 40,938      $ 83,425   

Shares issued in reinvestment of dividends

    2,493        2,832          37,660        42,059   

Shares redeemed

    (40,110     (31,302       (608,137     (472,031
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (34,929     (22,776     $ (529,539   $ (346,547
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    265,248        201,840        $ 3,935,955      $ 2,930,423   

Shares issued in reinvestment of dividends

    121,285        128,775          1,820,494        1,898,144   

Shares redeemed

    (1,605,506     (2,418,029       (24,192,444     (35,264,922
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (1,218,973     (2,087,414     $ (18,435,995   $ (30,436,355
 

 

 

   

 

 

     

 

 

   

 

 

 

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk— The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2015.

 

16


    AB Variable Products Series Fund

 

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:

 

       2015        2014  

Distributions paid from:

         

Ordinary income

     $ 1,858,154         $ 1,940,204   
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 1,858,154         $ 1,940,204   
    

 

 

      

 

 

 

As of December 31, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 1,150,773   

Accumulated capital and other losses

     (10,388,103 )(a) 

Unrealized appreciation/(depreciation)

     4,352,716 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (4,884,614
  

 

 

 

 

(a)   On December 31, 2015, the Portfolio had a net capital loss carryforward of $9,396,855. During the fiscal year, the Portfolio utilized $15,199,277 of capital loss carryforwards to offset current year net realized gains. At December 31, 2015, the Portfolio had a post-October short-term capital loss deferral of $991,248, which is deemed to arise on January 1, 2016.

 

(b)   The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-December 22, 2010 capital losses must be utilized prior to the earlier capital losses, which are subject to expiration. Post-December 22, 2010 capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2015, the Portfolio had a net capital loss carryforward of $9,396,855 which will expire in 2017.

During the current fiscal year, there were no permanent differences that resulted in adjustments to undistributed net investment income, accumulated net realized loss on investment and foreign currency transactions, or additional paid-in capital.

NOTE J: New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

17


 
VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $15.50        $14.22        $10.63        $9.37        $9.84   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .21        .26        .19        .20        .17   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (1.26     1.31        3.70        1.26        (.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (1.05     1.57        3.89        1.46        (.33
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.34     (.29     (.30     (.20     (.14
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $14.11        $15.50        $14.22        $10.63        $9.37   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset value (b)

    (6.95 )%*      11.10 %*      36.85 %*      15.73     (3.50 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $1,373        $2,050        $2,205        $1,533        $1,517   

Ratio to average net assets of:

         

Expenses

    .81     .79     .73     .72     .71

Net investment income

    1.38     1.74     1.51     1.98     1.78

Portfolio turnover rate

    83     42     44     40     62

 

 

See footnote summary on page 19.

 

18


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Year Ended December 31,  
    2015     2014     2013     2012     2011  

Net asset value, beginning of period

    $15.37        $14.10        $10.54        $9.28        $9.75   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Income From Investment Operations

         

Net investment income (a)

    .17        .22        .16        .17        .15   

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    (1.25     1.29        3.66        1.26        (.50
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    (1.08     1.51        3.82        1.43        (.35
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Less: Dividends

         

Dividends from net investment income

    (.29     (.24     (.26     (.17     (.12
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $14.00        $15.37        $14.10        $10.54        $9.28   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         

Total Return

         

Total investment return based on net asset
value (b)

    (7.17 )%*      10.77 %*      36.49 %*      15.54     (3.78 )% 
         

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $85,064        $112,143        $132,271        $157,920        $175,183   

Ratio to average net assets of:

         

Expenses

    1.06     1.04     .98     .97     .96

Net investment income

    1.14     1.51     1.28     1.72     1.51

Portfolio turnover rate

    83     42     44     40     62

 

 

 

(a)   Based on average shares outstanding.

 

(b)   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 return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

*   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 by 0.17%, 0.04% and 0.07%, respectively.

See notes to financial statements.

 

19


 
REPORT OF INDEPENDENT REGISTERED  
PUBLIC ACCOUNTING FIRM   AB Variable Products Series Fund

 

To the Board of Directors and Shareholders of AB Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AB Value Portfolio (the “Fund”) (formerly AllianceBernstein Value Portfolio), one of the series constituting AB Variable Products Series Fund, Inc. (formerly AllianceBernstein Variable Products Series Fund, Inc.), as of December 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AB Value Portfolio, one of the series constituting AB Variable Products Series Fund, Inc., at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

LOGO

New York, New York

February 12, 2016

 

20


 
 
2015 TAX INFORMATION (unaudited)   AB Variable Products Series Fund

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2015. For corporate shareholders, 100% of dividends paid qualify for the dividends received deduction.

 

21


 
 
VALUE PORTFOLIO   AB Variable Products Series Fund

 

BOARD OF DIRECTORS     

Marshall C. Turner, Jr.(1), Chairman

John H. Dobkin(1)

Michael J. Downey(1)

William H. Foulk, Jr.(1)

D. James Guzy(1)

    

Nancy P. Jacklin(1)

Robert M. Keith, President and
Chief Executive Officer

Garry L. Moody(1)

Earl D. Weiner(1)

    
    
OFFICERS     

Philip L. Kirstein, Senior Vice President and
Independent Compliance Officer

Joseph G. Paul(2), Vice President

Gregory L. Powell(2), Vice President

    

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and
Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

    
    
    
    
    
    
    
CUSTODIAN AND ACCOUNTING AGENT      LEGAL COUNSEL
State Street Bank and Trust Company      Seward & Kissel LLP

State Street Corporation CCB/5

1 Iron Street

    

One Battery Park Plaza

New York, NY 10004

Boston, MA 02210     
    
DISTRIBUTOR      TRANSFER AGENT
AllianceBernstein Investments, Inc.      AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas      P.O. Box 786003
New York, NY 10105      San Antonio, TX 78278-6003
     Toll-free 1-(800) 221-5672
    
INDEPENDENT REGISTERED PUBLIC     
ACCOUNTING FIRM     
Ernst & Young LLP     
5 Times Square     
New York, NY 10036     

 

 

 

 

(1)   Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

(2)   The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the U.S. Value Senior Investment Management Team. Mr. Joseph G. Paul and Mr. Gregory L. Powell are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

 

22


 
VALUE PORTFOLIO  
MANAGEMENT OF THE FUND   AB Variable Products Series Fund

 

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR
INTERESTED DIRECTOR      
        

Robert M. Keith, #

1345 Avenue of the Americas

New York, NY 10105

55

(2010)

   Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.      110       None
        
DISINTERESTED DIRECTORS      
        

Marshall C. Turner, Jr., ##

Chairman of the Board

74

(2005)

   Private Investor since prior to 2011. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.      110       Xilinx, Inc. (programmable logic semi-conductors) since 2007
        

John H. Dobkin, ##

74

(1992)

   Independent Consultant since prior to 2011. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such AB Funds from 2001–2008.      110       None

 

23


VALUE PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Michael J. Downey, ##

72

(2005)

   Private Investor since prior to 2011. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of The Merger Fund (registered investment company) since prior to 2011 until 2013. He also served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.      110       Asia Pacific Fund, Inc. (registered investment company) since prior to 2011
        

William H. Foulk, Jr., ##

83

(1990)

   Investment Adviser and an Independent Consultant since prior to 2011. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such AB Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.      110       None
        

D. James Guzy, ##

79

(2005)

   Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2011. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2011 until November 2013. He was a Director of Cirrus Logic Corporation (semi-conductors) from 1984 until July 2011. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.      110       None
        

 

24


    AB Variable Products Series Fund

 

NAME, ADDRESS*,

AGE,

(YEAR FIRST ELECTED**)

  

PRINCIPAL

OCCUPATION(S)

DURING PAST FIVE YEARS

AND OTHER RELEVANT

QUALIFICATIONS***

   PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
     OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY
DIRECTOR

DISINTERESTED DIRECTORS

(continued)

     
        

Nancy P. Jacklin, ##

67

(2006)

   Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008–2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the AB Funds since August 2014.      110       None
        

Garry L. Moody, ##

63

(2008)

   Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.      110       None
        

Earl D. Weiner, ##

76

(2007)

   Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.      110       None

 

 

25


VALUE PORTFOLIO  
MANAGEMENT OF THE FUND  
(continued)   AB Variable Products Series Fund

 

 

* The address for each of the Portfolio’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

 

** There is no stated term of office for the Fund’s Directors.

 

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

 

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

26


    AB Variable Products Series Fund

 

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
     PRINCIPAL POSITION(S)
HELD WITH FUND
     PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

55

     President and Chief Executive Officer      See biography above.
         

Philip L. Kirstein

70

     Senior Vice President and Independent Compliance Officer      Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
         

Joseph G. Paul

56

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Gregory L. Powell

57

     Vice President      Senior Vice President of the Adviser**, with which he has been associated since prior to 2011.
         

Emilie D. Wrapp

60

     Secretary      Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2011.
         

Joseph J. Mantineo

56

     Treasurer and Chief
Financial Officer
     Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2011.
         

Phyllis J. Clarke

55

     Controller      Vice President of ABIS**, with which she has been associated since prior to 2011.
         

Vincent S. Noto

51

     Chief Compliance Officer      Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2011.

 

 

 

 

*   The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**   The Adviser, ABIS and ABI are affiliates of the Fund.

 

    The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

 

27


 
VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION   AB Variable Products Series Fund

 

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AB Variable Products Series Fund (the “Fund”), in respect of AB Value Portfolio (the “Portfolio”).2 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

 

  1. Advisory fees charged to institutional and other clients of the Adviser for like services;

 

  2. Advisory fees charged by other mutual fund companies for like services;

 

  3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

 

  4. Profit margins of the Adviser and its affiliates from supplying such services;

 

  5. Possible economies of scale as the Portfolio grows larger; and

 

  6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”3

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

 

Portfolio   Category   Advisory Fee Based on % of
Average Daily Net Assets
 

Net Assets

03/31/15

($MIL)

Value Portfolio

  Value   0.55% on first $2.5 billion

0.45% on next $2.5 billion

0.40% on the balance

  $106.6

 

1   The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

 

2   Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

 

3   Jones v. Harris at 1427.

 

28


    AB Variable Products Series Fund

 

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,434 (0.039% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

 

Portfolio   Expense Cap Pursuant
to Expense Limitation
Undertaking
  Gross
Expense
Ratio
    Fiscal Year End

Value Portfolio

  Class A    1.20%     0.79%      December 31
  Class B    1.45%     1.04%     

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.4 In

 

4   The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

 

29


VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:5

 

Portfolio    Net Assets
3/31/15
($MIL)
   AB Institutional
Fee Schedule
   Effective
AB Inst.
Adv. Fee
     Portfolio
Advisory
Fee
 

Value Portfolio

   $106.6    U.S. Diversified Value      0.476      0.550
      0.65% on 1st $25 million      
      0.50% on next $25 million      
      0.40% on next $50 million      
      0.30% on next $100 million      
      0.25% on the balance      
      Minimum account size: $25m      

The Adviser also manages AB Trust, Inc.—Value Fund (“Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:6

 

Portfolio    AB Mutual
Fund
     Fee Schedule    ABMF
Effective
Fee
     Portfolio
Advisory
Fee
 

Value Portfolio

   Value Fund      0.55% on first $2.5 billion      0.550      0.550
        0.45% on next $2.5 billion      
        0.40% on the balance      

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2015 net assets.

 

Portfolio        Fee Schedule   Effective
Sub-Adv.
Fee
    Portfolio
Advisory
Fee
 

Value Portfolio

  Client # 17,8   0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance     0.478%        0.550%   

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

 

5   The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

 

6   The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

 

7   The client is an affiliate of the Adviser.

 

8   Assets are aggregated with other client portfolios for purposes of calculating the advisory fee.

 

30


    AB Variable Products Series Fund

 

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.9 Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking. 10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

 

Portfolio    Contractual
Management
Fee (%)12
     Lipper
EG
Median (%)
     Lipper
EG
Rank
 

Value Portfolio

     0.550         0.740         2/11   

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU13 is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

 

Portfolio    Expense
Ratio
(%)14
     Lipper
EG
Median (%)
     Lipper
EG
Rank
     Lipper
EU
Median (%)
     Lipper
EU
Rank
 

Value Portfolio

     0.786         0.780         7/11         0.758         21/33   

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

 

9   The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

 

10   Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

 

11   The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

 

12   The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

 

13   Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

 

14   Most recently completed fiscal year end Class A total expense ratio.

 

31


VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2014, ABI received $302,455 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $630,497 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.15

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

 

15   The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a fee of $18,000 in 2014.

 

32


    AB Variable Products Series Fund

 

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.16,17 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.18 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio19 relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)20 for the periods ended February 28, 2015.21

 

     Portfolio (%)     PG
Median (%)
    PU
Median (%)
    PG
Rank
    PU
Rank
 

Value Portfolio

         

1 year

    11.43        12.00        12.53        8/11        35/51   

3 year

    17.50        16.34        17.19        4/11        19/49   

5 year

    13.72        13.63        14.16        5/10        26/43   

10 year

    5.25        6.64        6.97        9/9        32/33   

 

16   The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

 

17   As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

 

18   The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

 

19   The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

 

20   The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

 

21   Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

 

 

33


VALUE PORTFOLIO  
SENIOR OFFICER FEE EVALUATION  
(continued)   AB Variable Products Series Fund

 

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)22 versus its benchmark.23 Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.24

 

     

Periods Ending February 28, 2015

Annualized Performance

 
    

1

Year
(%)

    

3

Year
(%)

    

5

Year
(%)

    

10

Year
(%)

    

Since

Inception
(%)

     Annualized     

Risk

Period
(Year)

 
                     Volatility
(%)
     Sharpe
(%)
    

Value Portfolio

     11.43         17.50         13.72         5.25         8.15         16.45         0.30         10   

Russell 1000

     13.49         18.11         15.51         7.21         10.00         15.56         0.43         10   

Value Index

                       

Inception Date: July 22, 2002

  

 

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

 

22   The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

 

23   The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

 

24   Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

 

34


 

 

 

 

VPS-VAL-0151-1215


ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors William H. Foulk, Jr., Garry L. Moody and Marshall C. Turner, Jr. qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent auditor Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include multi-class distribution testing, advice and education on accounting and auditing issues, and consent letters; and (iii) tax compliance, tax advice and tax return preparation.

 

            Audit Fees      Audit-Related
Fees
     Tax Fees  

AB Balanced Wealth Strategy Portfolio

     2014         68,071         —           31,211   
     2015         70,134         —           21,573   

AB Global Thematic Growth Portfolio

     2014         39,530         —           24,602   
     2015         40,728         —           10,118   

AB Growth Portfolio

     2014         29,609         —           10,737   
     2015         30,507         —           8,702   

AB Growth & Income Portfolio

     2014         29,609         —           11,322   
     2015         30,507         —           10,332   

AB Intermediate Bond Portfolio

     2014         64,103         —           9,738   
     2015         66,045         —           10,711   

AB International Growth Portfolio

     2014         39,530         —           24,604   
     2015         40,728         —           13,138   

AB International Value Portfolio

     2014         39,530         —           24,634   
     2015         40,728         —           30,422   

AB Large Cap Growth Portfolio

     2014         29,609         —           10,737   
     2015         30,507         —           8,711   

AB Real Estate Investment Portfolio

     2014         33,578         —           18,619   
     2015         34,595         —           18,023   

AB Small Cap Growth Portfolio

     2014         29,609         —           9,733   
     2015         30,507         —           8,622   

AB Small/Mid Cap Value Portfolio

     2014         33,578         —           16,918   
     2015         34,595         —           12,883   

AB Value Portfolio

     2014         29,609         —           10,653   
     2015         30,507         —           9,614   

AB Dynamic Asset

     2014         80,281         —           18,619   
     2015         82,714         —           25,283   

AB Global Bond

     2014         —           —           —     
     2015         26,250         —           —     

AB Multi-Manager Alternative Strategy

     2014         —           —           —     
     2015         13,450         —           —     

AB Global Risk Allocation-Moderate

     2014         —           —           —     
     2015         26,250         —           —     
(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.


(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

 

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

 

            

All Fees for

Non-Audit Services

Provided to the

Portfolio, the Adviser

and Service Affiliates

     Total Amount of  Foregoing
Column Pre-approved by the
Audit Committee
(Portion Comprised of Audit
Related Fees)

(Portion Comprised of Tax Fees)
 

AB Balanced Wealth Strategy Portfolio

     2014       $ 436,816         31,211   
           —     
           (31,211
     2015       $ 436,818         21,573   
           —     
           (21,573

AB Global Thematic Growth Portfolio

     2014       $ 430,207         24,602   
           —     
           (24,602
     2015       $ 425,363         10,118   
           —     
           (10,118

AB Growth Portfolio

     2014       $ 416,342         10,737   
           —     
           (10,737
     2015       $ 423,947         8,702   
           —     
           (8,702

AB Growth & Income Portfolio

     2014       $ 416,927         11,322   
           —     
           (11,322
     2015       $ 425,577         10,332   
           —     
           (10,332

AB Intermediate Bond Portfolio

     2014       $ 415,343         9,738   
           —     
           (9,738
     2015       $ 425,956         10,711   
           —     
           (10,711

AB International Growth Portfolio

     2014       $ 430,209         24,604   
           —     
           (24,604
     2015       $ 402,107         (13,138
           —     
           13,138   

AB International Value Portfolio

     2014       $ 430,239         24,634   
           —     
           (24,634
     2015       $ 445,667         30,422   
           —     
           (30,422

AB Large Cap Growth Portfolio

     2014       $ 416,342         10,737   
           —     
           (10,737
     2015       $ 423,956         8,711   
           —     
           (8,711

AB Real Estate Investment Portfolio

     2014       $ 424,224         18,619   
           —     
           (18,619
     2015       $ 433,268         18,023   
           —     
           (18,023


AB Small Cap Growth Portfolio

     2014       $ 415,338         9,733   
           —     
           (9,733
     2015       $ 423,867         8,622   
           —     
           (8,622

AB Small/Mid Cap Value Portfolio

     2014       $ 422,523         16,918   
           —     
           (16,918
     2015       $ 428,128         12,883   
           —     
           (12,883

AB Value Portfolio

     2014       $ 416,258         10,653   
           —     
           (10,653
     2015       $ 424,859         9,614   
           —     
           (9,614

AB Dynamic Asset

     2014       $ 424,224         18,619   
           —     
           (18,619
     2015       $ 440,528         25,283   
           —     
           (25,283

AB Global Bond

     2014       $         —     
           —     
           —     
     2015       $ 415,245         —     
           —     
           —     

AB Multi-Manager Alternative Strategies Portfolio

     2014       $         —     
           —     
           —     
     2015       $ 415,245         —     
           —     
           —     

AB Global Risk Allocation-Moderate

     2014       $         —     
           —     
           —     
     2015       $ 415,245         —     
           —     
           —     

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.


ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal controls over financial reporting that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

12 (a) (1)   Code of ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Variable Products Series Fund, Inc.

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
Date:   February 10, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
Date:   February 10, 2016
By:  

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer
Date:   February 10, 2016