485BPOS

                   As filed with the Securities and Exchange
                          Commission on April 29, 2010


                                                              File Nos. 33-18647
                                                                        811-5398

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          Pre-Effective Amendment No.
                       Post-Effective Amendment No. 51                  X


                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                               Amendment No. 52                         X


                  --------------------------------------------

             ALLIANCEBERNSTEIN 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 Office) (Zip Code)

       Registrant's Telephone Number, including Area Code: (800) 221-5672

        ---------------------------------------------------------------

                                EMILIE D. WRAPP
                             AllianceBernstein L.P.
                          1345 Avenue of the Americas
                            New York, New York l0105

                    (Name and address of agent for service)
                          Copies of communications to:
                               Kathleen K. Clarke
                              Seward & Kissel LLP
                               1200 G Street, NW
                                   Suite 350
                              Washington, DC 20005

It is proposed that this filing will become effective (check appropriate box)


|_| Immediately upon filing pursuant to paragraph (b)
|X| On May 3, 2010 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| On (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| On (date) pursuant to paragraph (a) of Rule 485


If appropriate, check the following box:

___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.






VARIABLE PRODUCTS SERIES FUND


 PROSPECTUS  |  MAY 3, 2010


 AllianceBernstein Variable Products Series Fund, Inc.
 Class A Prospectus


                                                            
AllianceBernstein VPS
    Money Market Portfolio                                         Small Cap Growth Portfolio
    Intermediate Bond Portfolio                                    Real Estate Investment Portfolio
    Large Cap Growth Portfolio                                     International Value Portfolio
    Growth and Income Portfolio                                    Small/Mid Cap Value Portfolio
    Growth Portfolio                                               Value Portfolio
    International Growth Portfolio                                 Balanced Wealth Strategy Portfolio
    Global Thematic Growth Portfolio




 This Prospectus describes the Portfolios that are available as underlying
 investments through your variable contract. For information about your
 variable contract, including information about insurance-related expenses, see
 the prospectus for your variable contract which accompanies this Prospectus.

 The Securities and Exchange Commission has not approved or disapproved these
 securities or passed upon the adequacy of this Prospectus. Any representation
 to the contrary is a criminal offense.

     [LOGO]
       AB
ALLIANCEBERNSTEIN









INVESTMENT PRODUCTS OFFERED
..  ARE NOT FDIC INSURED
..  MAY LOSE VALUE
..  ARE NOT BANK GUARANTEED




TABLE OF CONTENTS
--------------------------------------------------------------------------------




                                                                    Page
                                                                 
SUMMARY INFORMATION................................................   4
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  45
INVESTING IN THE PORTFOLIOS........................................  56
MANAGEMENT OF THE PORTFOLIOS.......................................  59
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................  67
GLOSSARY...........................................................  68
FINANCIAL HIGHLIGHTS...............................................  69
APPENDIX A--BOND RATINGS........................................... A-1
APPENDIX B--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION........ B-1






SUMMARY INFORMATION
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is maximum current income to the extent
consistent with safety of principal and liquidity.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .45%
Other Expenses                      .45%
                                    ----
Total Portfolio Operating Expenses  .90%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   92
After 3 Years   $  287
After 5 Years   $  498
After 10 Years  $1,108
----------------------




PRINCIPAL STRATEGIES
The Portfolio is a "money market fund" that seeks to maintain a stable net
asset value, or NAV, of $1.00 per share although there is no guarantee that the
Portfolio will maintain an NAV of $1.00 per share. The Portfolio invests in a
portfolio of high-quality, U.S. Dollar-denominated money market securities.

The Portfolio may invest in:

..  marketable obligations issued or guaranteed by the U.S. Government, its
   agencies or instrumentalities, including obligations that are issued by
   private issuers that are guaranteed as to principal or interest by the U.S.
   Government, its agencies or instrumentalities;

..  certificates of deposit and bankers' acceptances issued or guaranteed by, or
   time deposits maintained at, banks or savings and loan associations
   (including foreign branches of U.S. banks or U.S. or foreign branches of
   foreign banks) having total assets of more than $500 million;

..  high-quality commercial paper (or, if not rated, commercial paper determined
   by the Adviser to be of comparable quality) issued by U.S. or foreign
   companies and participation interests in loans made to companies that issue
   such commercial paper;

..  adjustable rate obligations;

..  asset-backed securities;

4





..  restricted securities (i.e., securities subject to legal or contractual
   restrictions on resale); and

..  repurchase agreements that are fully collateralized.


The Portfolio may also invest up to 25% of its net assets in money market
instruments issued by foreign branches of foreign banks.

As a money market fund, the Portfolio must meet the requirements of Securities
and Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict
conditions on the investment quality, maturity, and diversification of the
Portfolio's investments. Among other things, Rule 2a-7 requires that the
Portfolio's investments have (i) a remaining maturity of no more than 397 days,
(ii) a weighted average maturity that does not exceed 60 days, and (iii) a
weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily
and weekly liquidity standards that require the Portfolio to hold investments
of at least 10% and 30% of its total assets, respectively, in liquid assets
(i.e., cash, U.S. Government securities, and securities that mature in 1 or 5
days, respectively). Rule 2a-7 also limits the Portfolio's investments in
illiquid securities (those that cannot be sold within 7 days) to 5% of its
total assets. Although some of the requirements were added in recent amendments
to Rule 2a-7 and have different effective dates (June 30, 2010 for weighted
average maturity and weighted average life requirements and May 28, 2010 for
daily and weekly liquidity requirements and limit on investments in illiquid
securities), the Portfolio expects to be substantially in compliance with these
requirements prior to their effective dates.


PRINCIPAL RISKS
..  MONEY MARKET FUND RISK: Money market funds are sometimes unable to maintain
   an NAV at $1.00 per share and, as it is generally referred to, "break the
   buck." In that event, an investor in a money market fund would, upon
   redemption, receive less than $1.00 per share. The Portfolio's shareholders
   should not rely on or expect an affiliate of the Portfolio to purchase
   distressed assets from the Portfolio, make capital infusions, enter into
   credit support agreements or take other actions to prevent the Portfolio
   from breaking the buck. In addition, you should be aware that significant
   redemptions by large investors in the Portfolio could have a material
   adverse effect on the Portfolio's other shareholders. The Portfolio's NAV
   could be affected by forced selling during periods of high redemption
   pressures and/or illiquid markets.

..  INTEREST RATE RISK: Changes in interest rates will affect the yield and
   value of the Portfolio's investments in short-term securities. A decline in
   interest rates will affect the Portfolio's yield as these securities mature
   or are sold and the Portfolio purchases new short-term securities with lower
   yields. Generally, an increase in interest rates causes the value of a debt
   instrument to decrease. The change in value for shorter-term securities is
   usually smaller than for securities with longer maturities. In addition, if
   interest rates remain low for an extended period of time, the Portfolio may
   have difficulties in maintaining a positive yield, paying expenses out of
   the Portfolio's assets, or maintaining a stable $1.00 NAV.

..  CREDIT RISK: Credit risk is the possibility that a security's credit rating
   will be downgraded or that the issuer of the security will default (fail to
   make scheduled interest and principal payments). Credit quality can change
   rapidly in certain market environments and the default of a single holding
   could have the potential to cause significant NAV deterioration.

..  FOREIGN (NON-U.S.) RISK: Investment 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.

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are
   difficult to purchase or sell, which may prevent the Portfolio from selling
   out of these securities at an advantageous time or price.

..  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.

An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Portfolio seeks to preserve the value of your investment at $1.00 per share, it
is possible that you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and


..  the Portfolio's average annual returns for one, five and ten years.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").

                                                                             5






The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08      09
------  ------  ------  ------  ------   ------  ------  ------  ------  ------
 5.90    3.57    1.10    0.53    0.71     2.35    4.22    4.35    1.90    0.17


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 1.52%, 3RD QUARTER, 2000; AND WORST QUARTER WAS UP 0.0024%,
3RD AND 4TH QUARTER, 2009.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                 
Portfolio  0.17%   2.58%   2.46%
----------------------------------



You may obtain the most current seven-day yield information of the Portfolio by
calling 800-221-5672 or your financial intermediary.

INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


6




ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE
The Portfolio's investment objective is to generate income and price
appreciation without assuming what the Adviser considers undue risk.


FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .45%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .69%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
--------------------
After 1 Year    $ 70
After 3 Years   $221
After 5 Years   $384
After 10 Years  $859
--------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 102% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
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 U.S. Dollar-denominated foreign
fixed-income securities and may invest up to 25% of its assets in
non-U.S. Dollar-denominated foreign fixed-income securities. These investments
may include, in each case, developed and emerging market debt securities.

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.

                                                                             7






The Portfolio may invest in mortgage-related and other asset-backed securities,
loan participations, inflation-protected 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, forwards, or swap agreements.




PRINCIPAL RISKS
..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. 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.

..  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.


..  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-U.S.) RISK: Investment 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 risk 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. The same would be true of
   asset-backed securities, such as securities backed by car loans.


..  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.

..  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 price.
   Derivatives and securities involving substantial market and credit risk tend
   to involve greater liquidity risk. The Portfolio is subject to liquidity
   risk because the market for municipal securities is generally smaller than
   many other markets.


..  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.


8





..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04      05      06      07      08      09
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
11.08    7.88    7.79    3.89    3.77    1.98    3.93    4.85   -6.38    18.51


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 8.00%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-4.23%, 3RD QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio                                                                                        18.51%  4.28%   5.55%
------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%   6.33%
------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE    TITLE
---------------------------------------------------------------------------------
                                   
Paul J. DeNoon      Since March 2009     Senior Vice President of the Adviser

Shawn E. Keegan     Since April 2007     Vice President of the Adviser

Alison M. Martier   Since April 2007     Senior Vice President of the Adviser

Douglas J. Peebles  Since November 2007  Executive Vice President of the Adviser

Greg J. Wilensky    Since April 2007     Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             9




ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .75%
Other Expenses                      .13%
                                    ----
Total Portfolio Operating Expenses  .88%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   90
After 3 Years   $  281
After 5 Years   $  488
After 10 Years  $1,084
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 97% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in equity securities of a limited number of
large, carefully selected, high-quality U.S. companies. The Adviser tends to
focus on those companies that have strong management, superior industry
positions, excellent balance sheets, and superior earnings growth prospects.
Under normal circumstances, the Portfolio will invest at least 80% of its net
assets in common stocks of large-capitalization companies.


For these purposes, "large-capitalization companies" are those that, at the
time of investment, have market capitalizations within the range of market
capitalizations of companies appearing in the Russell 1000(R) Growth Index.
While the market capitalizations of companies in the Russell 1000(R) Growth
Index ranged from approximately $260 million to approximately $332 billion as
of December 31, 2009, the Portfolio normally will invest in common stocks of
companies with market capitalizations of at least $5 billion at the time of
purchase.


The Adviser expects that normally the Portfolio's portfolio will tend to
emphasize investments in securities issued by U.S. companies, although it may
invest in foreign securities. The Portfolio is designed for those seeking to
accumulate capital over time with less volatility than that associated with
investment in smaller companies. Normally, the Portfolio invests in about 50-70
companies, with the 25 most highly regarded of these companies usually
constituting approximately 70% of the Portfolio's net assets. The Portfolio is
thus atypical from most equity mutual funds in its focus on a relatively small
number of intensively researched companies.

10





PRINCIPAL RISKS
..  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 NAV.

..  FOREIGN (NON-U.S.) RISK: Investment 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.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08      09
------  ------  ------  ------  ------   ------  ------  ------  ------  ------
-16.58  -17.21  -30.64   23.67   8.62     15.14   -0.44   13.92  -39.66   37.52

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 16.71%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-19.83%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          37.52%  1.62%   -3.54%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99%
----------------------------------------------------------------------------------------------------------



                                                                             11





INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
Joseph R. Elegante     Since 2010      Senior Vice President of the Adviser

Jason P. Ley           Since 2010      Senior Vice President of the Adviser

David F. Randell       Since 2010      Senior Vice President of the Adviser

P. Scott Wallace       Since 2006      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


12




ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .63%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
--------------------
After 1 Year    $ 64
After 3 Years   $202
After 5 Years   $351
After 10 Years  $786
--------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 125% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in the equity securities of U.S. companies that
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 Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies.

In determining a company's intrinsic economic value, the Adviser takes into
account many fundamental and financial factors that it believes bear on the
company's ability to perform in the future, including earnings growth,
prospective cash flows, dividend growth and growth in book value. The Adviser
then ranks each of the companies in its research universe in the relative order
of disparity between their intrinsic economic values and their current stock
prices, with companies with the greatest disparities receiving the highest
rankings (i.e., being considered the most undervalued). The Adviser anticipates
that the Portfolio's portfolio normally will include approximately 60-90
companies, with substantially all of those companies ranking in the top three
deciles of the Adviser's valuation model.

                                                                             13





The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, and as a result of how
individual companies are valued in the market, the Portfolio may be attracted
to investments in companies with different market capitalizations (i.e.,
large-, mid- or small-capitalization) or companies engaged in particular types
of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio also invests in high-quality securities of non-U.S. issuers. The
Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS
..  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-U.S.) RISK: Investment 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.

..  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.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04      05      06      07      08      09
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
13.89    0.36   -22.05   32.50  11.46    4.87   17.29    5.12   -40.60   20.82


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 17.55%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN
-20.17%, 4TH QUARTER, 2008.


14





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio                                                                         20.82% -1.49%   2.02%
---------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%   2.47%
---------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE         LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------
                              
Frank V. Caruso     Since 2001      Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             15




ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .31%
                                    -----
Total Portfolio Operating Expenses  1.06%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  108
After 3 Years   $  337
After 5 Years   $  585
After 10 Years  $1,294
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 197% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in a domestic portfolio of equity securities of
companies selected by 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 growth. The Adviser's growth
analysts use proprietary research to seek to identify companies or industries
that other investors have underestimated, overlooked or ignored--for example,
some hidden earnings driver (including, but not limited to, reduced
competition, market share gain, better margin trend, increased customer base,
or similar factors) that would cause a company to grow faster than market
forecasts.

In consultation with the Adviser's U.S. Growth Portfolio Oversight Group, the
senior sector analysts are responsible for the construction of the portfolio.
The senior sector analysts and the Portfolio Oversight Group allocate the
Portfolio's investments among market sectors based on the fundamental company
research conducted by the Adviser's large internal research staff, assessing
the current and forecasted investment opportunities and conditions, as well as
diversification and risk considerations. The senior sector analysts and the
Portfolio Oversight Group may vary the percentage allocations among market
sectors and may change the market sectors in which the Portfolio invests as
companies' potential for growth within a sector matures and new trends for
growth emerge.

16






The Portfolio emphasizes investments in large- and mid-capitalization
companies; however, the Portfolio has the flexibility to invest across the
capitalization spectrum. The Portfolio is designed for those seeking exposure
to companies of various sizes. Normally, the Portfolio invests in approximately
80-120 companies. The Portfolio may enter into, without limit, derivatives
transactions, such as options, futures, forwards, or swap agreements.


PRINCIPAL RISKS
..  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-cap companies. Investments in
   small-cap 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.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years;
   and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08      09
------  ------  ------  ------  ------   ------  ------  ------  ------  ------
-17.51  -23.47  -28.08   35.06   14.73    11.97   -1.07   13.02  -42.43   33.13


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 16.37%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-23.11%, 1ST QUARTER, 2001.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          33.13% -0.82%   -3.85%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99%
----------------------------------------------------------------------------------------------------------



                                                                             17





INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE          LENGTH OF SERVICE    TITLE
-------------------------------------------------------------------------------
                                 
William D. Baird  Since 2006           Senior Vice President of the Adviser

Frank V. Caruso   Since December 2008  Senior Vice President of the Adviser

Lisa A. Shalett   Since December 2008  Executive Vice President of the Adviser

Vadim Zlotnikov   Since December 2008  Executive Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


18




ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------



INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)



                                 
----------------------------------------
Management Fees                     .75%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .99%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  101
After 3 Years   $  315
After 5 Years   $  547
After 10 Years  $1,213
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 118% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in an international portfolio of equity
securities of companies selected by 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, telecommunications, health care, financial services,
infrastructure, energy and natural resources, and consumer growth. The
Adviser's growth analysts use proprietary research to seek to identify
companies or industries that other investors have underestimated, overlooked or
ignored--for example, some hidden earnings driver (including, but not limited
to, reduced competition, market share gain, better margin trend, increased
customer base, or similar factors) that would cause a company to grow faster
than market forecasts.

In consultation with the senior sector analysts, the Adviser's International
Growth Portfolio Oversight Group is responsible for the construction of the
portfolio. The senior sector analysts and the Portfolio Oversight Group
allocate the Portfolio's investments among market sectors based on the
fundamental company research conducted by the Adviser's large internal research
staff, assessing the current and forecasted investment opportunities and
conditions, as well as diversification and risk considerations. The senior
sector analysts and the Portfolio Oversight Group may vary the percentage
allocations among market sectors and may change the market sectors in which the
Portfolio invests as companies' potential for growth within a sector matures
and new trends for growth emerge.

                                                                             19






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-U.S. companies. In addition, 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 enter
into, without limit, derivatives transactions, such as options, futures,
forwards and swaps. The Portfolio normally invests in approximately 90-130
companies.


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 a position 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.

PRINCIPAL RISKS
..  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-U.S.) RISK: Investment 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-cap companies. Investments in
   small-cap 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
   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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.


An additional index is included in the performance table to show how the
Portfolio's performance compares with an index of the equity market performance
of developed and emerging markets.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


20






BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08      09
------  ------  ------  ------  ------   ------  ------  ------  ------  ------
-22.99  -17.30   -4.19   43.46   24.27    20.84   27.04   18.13  -48.85   39.58


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 24.51%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-27.30%, 3RD QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio                                                                                        39.58%  5.30%   3.48%
------------------------------------------------------------------------------------------------------------------------
MSCI World Index (ex. U.S.)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      33.67%  4.07%   1.62%
------------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (ex. U.S.)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      41.45%  5.83%   2.71%
------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE              LENGTH OF SERVICE  TITLE
---------------------------------------------------------------------------------
                                   
Gregory D. Eckersley     Since 2006      Senior Vice President of the Adviser

Robert W. Scheetz        Since 2006      Senior Vice President of the Adviser

Christopher M. Toub      Since 2005      Executive Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             21




ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .25%
                                    -----
Total Portfolio Operating Expenses  1.00%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  102
After 3 Years   $  318
After 5 Years   $  552
After 10 Years  $1,225
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 215% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio pursues opportunistic growth by investing in a global universe of
companies in multiple industries that may benefit from innovation.

The Portfolio pursues a high risk strategy, using AllianceBernstein Research to
identify opportunistic investments in innovation, and is offered as a satellite
to supplement core investment strategies.


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 the global fundamental and
quantitative research capabilities of the Adviser, and its economists'
macro-economic insights, 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. Through this process, the Adviser
intends to identify key investment themes, which will be the focus of the
Portfolio's investments and which are expected to change over time based on the
Adviser's research.


22





In addition to this "top-down" thematic approach, the Adviser will also use a
"bottom-up" analysis of individual companies that focuses on prospective
earnings growth, valuation and quality of company management. The Adviser
normally considers a universe of approximately 2,600 mid- to
large-capitalization companies worldwide for investment.

The Portfolio invests in securities issued by U.S. and non-U.S. 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-U.S. 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 enter into, without limit,
derivatives transactions, such as options, futures, forwards and swaps. 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. Normally, the Portfolio invests in about 60-80 companies.


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 a position 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.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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-cap companies. Investments in
   small-cap 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
   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 exists when particular investments are
   difficult to purchase or sell, which may prevent the Portfolio from selling
   out of these securities at an advantageous time or price.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

                                                                             23





BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08      09
------  ------  ------  ------  ------   ------  ------  ------  ------  ------
-21.52  -25.23  -41.70   44.18   5.38     3.86    8.64    20.20  -47.37   53.49


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 34.37%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-35.20%, 3RD QUARTER, 2001.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
                                                                                                      
Portfolio                                                                                       53.49%  1.84%   -5.48%
-----------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (Net)
(reflects no deduction for fees, expenses or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                     29.99%  2.01%   -0.24%
-----------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE           LENGTH OF SERVICE    TITLE
--------------------------------------------------------------------------------
                                  
Joseph G. Carson   Since May 2009       Senior Vice President of the Adviser

Amy P. Raskin      Since May 2009       Senior Vice President of the Adviser

Andrew S. Reiss    Since November 2009  Senior Vice President of the Adviser

Robert W. Scheetz  Since November 2009  Senior Vice President of the Adviser

Lisa A. Shalett    Since May 2009       Executive Vice President of the Adviser

Catherine D. Wood  Since May 2009       Senior Vice President of the Adviser

Vadim Zlotnikov    Since May 2009       Executive Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


24




ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .87%
                                    -----
Total Portfolio Operating Expenses  1.62%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  165
After 3 Years   $  511
After 5 Years   $  881
After 10 Years  $1,922
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 106% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests primarily in a diversified portfolio of equity securities
with relatively smaller capitalizations as compared to the overall U.S. 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 U.S. equity market capitalization (excluding, for purposes of
this calculation, companies with market capitalizations of less than $10
million). As of December 31, 2009, there were approximately 4,400 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $7.7 billion. 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.


When selecting securities, the Adviser typically looks for companies that have
strong, experienced management teams, strong market positions, and the
potential to support greater than expected earnings growth rates. In making
specific investment decisions for


                                                                             25




the Portfolio, the Adviser combines fundamental and quantitative analysis in
its stock selection process. The Portfolio may periodically invest in the
securities of companies that are expected to appreciate due to a development
particularly or uniquely applicable to that company regardless of general
business conditions or movements of the market as a whole. Normally, the
Portfolio invests in about 95-125 companies.

PRINCIPAL RISKS
..  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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.

..  FOREIGN (NON-U.S.) RISK: Investment 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.



..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01       02      03     04        05     06      07      08     09
 ----  -------  ------  ------  ------   ------  ------  ------  ------  -----
-6.09  -12.75   -31.77  48.90   14.55     5.24   10.69    14.08  -45.54  41.76


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 25.28%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-29.52%, 4TH QUARTER, 2008.


26





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          41.76%  0.51%   -0.22%
----------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  34.47%  0.87%   -1.37%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
Bruce K. Aronow        Since 2000      Senior Vice President of the Adviser

N. Kumar Kirpalani     Since 2005      Senior Vice President of the Adviser

Samantha S. Lau        Since 2005      Senior Vice President of the Adviser

Wen-Tse Tseng          Since 2006      Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             27




ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is total return from long-term growth of
capital and income.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .55%
Other Expenses                       .70%
                                    -----
Total Portfolio Operating Expenses  1.25%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  127
After 3 Years   $  397
After 5 Years   $  686
After 10 Years  $1,511
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 94% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
Under normal circumstances, the Portfolio invests at least 80% of its net
assets in the equity securities of real estate investment trusts, or REITs, and
other real estate industry companies, such as real estate operating companies,
or REOCs. The Portfolio invests in real estate companies that the Adviser
believes have strong property fundamentals and management teams. The Portfolio
seeks to invest in real estate companies whose underlying portfolios are
diversified geographically and by property type.



The Portfolio's investment policies emphasize investment in companies
determined by the Adviser to be undervalued relative to their peers, using a
fundamental value approach. In selecting real estate equity securities, the
Adviser's research and investment process seeks to identify those companies
where the magnitude and growth of cash flow streams have not been appropriately
reflected in the price of the security. These securities may trade at a more
attractive valuation than others that may have similar overall fundamentals.
The Adviser's fundamental research efforts are focused on forecasting the
short- and long-term normalized cash generation capability of real estate
companies by isolating supply and demand for property types in local markets,
determining the replacement value of properties, assessing future development
opportunities, and normalizing capital structures of real estate companies.



28





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, or REMICs, and collateralized mortgage obligations, or
CMOs. The Portfolio also may 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. The Portfolio may enter
into derivatives transactions, including options, futures, forwards and swap
agreements.

PRINCIPAL RISKS
..  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.

..  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.

..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. 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 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: 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.


..  FOREIGN (NON-U.S.) RISK: Investment 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.

..  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.

As with all investments, you may lose money by investing in the Portfolio.

                                                                             29





BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

 00      01       02      03      04      05      06      07      08     09
-----  -------  ------  ------  ------  ------  ------  ------  ------  -----
26.69   10.79    2.60   39.30   35.63   11.67   35.23   -14.53  -35.68  29.46


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 32.49%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-36.87%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                    1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------
                                                                                          
Portfolio                                                                           29.46%  1.45%   11.33%
-----------------------------------------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index (reflects no deduction for fees, expenses, or taxes)  27.99%  0.36%   10.63%
-----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE         LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------
                              
Teresa Marziano     Since 2004      Senior Vice President of the Adviser

Prashant Tewari     Since 2010      Vice President of the Adviser

Diane Won           Since 2010      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


30




ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Fund's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .75%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .83%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   85
After 3 Years   $  265
After 5 Years   $  460
After 10 Years  $1,025
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 52% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests 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 the Adviser) in securities of non-U.S. 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's
Bernstein unit ("Bernstein") to be undervalued, using a fundamental value
approach. In selecting securities for the Portfolio's portfolio, Bernstein uses
its fundamental and quantitative research to identify companies whose stocks
are priced low in relation to their perceived long-term earnings power.

Bernstein's fundamental analysis depends heavily upon its large internal
research staff. The research staff begins with a global research universe of
approximately 2,000 international and emerging market companies. Teams within
the research staff cover a given industry worldwide to better understand each
company's competitive position in a global context. A company's financial
performance is typically projected over a full economic cycle, including a
trough and a peak, within the context of forecasts for real

                                                                             31




economic growth, inflation and interest rate changes. Bernstein focuses on the
valuation implied by the current price, relative to the earnings the company
will be generating five years from now, or "normalized" earnings, assuming
average mid-economic cycle growth for the fifth year.


The Co-Chief Investment Officers and senior investment professionals work in
close collaboration to weigh each investment opportunity identified by the
research staff relative to the entire portfolio, and determine the timing for
purchases and sales and the appropriate position size for a given security.
Final stock selection decisions are made by the Co-Chief Investment Officers
and are implemented by the Senior Portfolio Managers. Analysts remain
responsible for monitoring new developments that would affect the securities
they cover.


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.

A security generally will be sold when it no longer meets appropriate valuation
criteria. Sale of a stock that has reached its target may be delayed, however,
when positive return trends are favorable.

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. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").

32






The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04       05      06      07      08     09
 ----  -------  ------  ------  ------   ------  ------  ------  ------  -----
  n/a    n/a    -5.15   44.36   25.12    16.92   35.36    5.84   -53.18  34.68


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 26.30%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-28.76%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: May 10, 2001)                                                         34.68%  1.10%    6.94%
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      31.78%  3.54%    4.10%
-------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE          LENGTH OF SERVICE  TITLE
-----------------------------------------------------------------------------
                               
Henry S. D'Auria     Since 2003      Senior Vice President of the Adviser

Sharon E. Fay        Since 2005      Executive Vice President of the Adviser

Eric J. Franco       Since 2006      Senior Vice President of the Adviser

Kevin F. Simms       Since 2002      Senior Vice President of the Adviser





ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             33




ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .75%
Other Expenses                      .12%
                                    ----
Total Portfolio Operating Expenses  .87%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   89
After 3 Years   $  278
After 5 Years   $  482
After 10 Years  $1,073
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 58% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in a diversified portfolio of equity securities
of small- to mid-capitalization U.S. companies, generally representing 60 to
125 companies. Under normal circumstances, the Portfolio invests at least 80%
of its net assets in securities of small- to mid-capitalization companies. For
purposes of this policy, small- to mid-capitalization companies are those that,
at the time of investment, fall within the capitalization range between the
smallest company in the Russell 2500(TM) Value Index and the greater of $5
billion or the market capitalization of the largest company in the Russell
2500(TM) Value Index.

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. As of December 31, 2009, there were approximately 1,757 small- to
mid-capitalization companies, representing a market capitalization range from
nearly $20.7 million to approximately $10.8 billion.


The Portfolio invests in companies that are determined by the Adviser to be
undervalued, using the Adviser's Bernstein unit's ("Bernstein") fundamental
value approach. In selecting securities for the Portfolio's portfolio,
Bernstein uses its fundamental research to identify companies whose long-term
earnings power is not reflected in the current market price of their securities.


34





In selecting securities for the Portfolio's portfolio, Bernstein looks for
companies with attractive valuation (for example, with low price to book
ratios) and compelling success factors (for example, momentum and return on
equity). Bernstein then uses this information to calculate an expected return.
Returns and rankings are updated on a daily basis. The rankings are used to
determine prospective candidates for further fundamental research and,
subsequently, possible addition to the portfolio. Typically, Bernstein's
fundamental research analysts focus their research on the most attractive 20%
of the universe.

A company's future earnings are typically projected over a full economic cycle,
including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes. Bernstein focuses on the
valuation implied by the current price, relative to the earnings the company
will be generating five years from now, or "normalized" earnings, assuming
average mid-economic cycle growth for the fifth year.

The Chief Investment Officer, Director of Research and other senior investment
professionals work in close collaboration to weigh each investment opportunity
identified by the research staff relative to the entire portfolio, and
determine the timing for purchases and sales and the appropriate position size
for a given security. Final security selection decisions are made by the Chief
Investment Officer and Director of Research and are implemented by the Senior
Portfolio Managers. Analysts remain responsible for monitoring new developments
that would affect the securities they cover.

Bernstein seeks to manage overall portfolio volatility relative to the universe
of companies that comprise the lowest 20% of the total U.S. market
capitalization by favoring promising securities that offer the best balance
between return and targeted risk. At times, the Portfolio may favor or disfavor
a particular sector compared to that universe of companies.

The Portfolio may invest significantly in companies involved in certain sectors
that constitute a material portion of the universe of small- and
mid-capitalization companies, such as financial services and consumer services.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. Typically, growth in the size of a company's market capitalization
relative to other domestically traded companies will not cause the Portfolio to
dispose of the security.

The Portfolio may invest in securities issued by non-U.S. companies and enter
into forward commitments. The Portfolio may enter into derivatives
transactions, such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.

..  FOREIGN (NON-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

                                                                             35





You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00     01      02      03      04       05     06       07       08      09
 ----  ------  ------  ------  ------   ------  ------  ------  ------   -----
  n/a   n/a    -6.20   41.26   19.30     6.91   14.42    1.71   -35.58   42.86


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 24.75%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-26.95%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: May 2, 2001)                                           42.86%  2.75%    8.48%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Value Index (reflects no deduction for fees, expenses, or taxes)  27.68%  0.84%    6.62%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Index (reflects no deduction for fees, expenses, or taxes)        34.39%  1.58%    5.10%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
James W. MacGregor     Since 2005      Senior Vice President of the Adviser

Joseph G. Paul         Since 2002      Senior Vice President of the Adviser

Andrew J. Weiner       Since 2005      Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


36




ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .70%
                                    ====
----------------------------------------





EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:



             
--------------------
After 1 Year    $ 72
After 3 Years   $224
After 5 Years   $390
After 10 Years  $871
--------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 64% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests primarily in a diversified portfolio of equity securities
of U.S. companies, generally representing approximately 95-150 companies, with
relatively large market capitalizations that 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 Bernstein the
Adviser's Bernstein unit ("Bernstein"). 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.


In selecting securities for the Portfolio's portfolio, Bernstein uses its
fundamental and quantitative research to identify companies whose long-term
earnings power and dividend-paying capability are not reflected in the current
market price of their securities.

Bernstein's research staff of company and industry analysts covers a research
universe of approximately 650 companies. This universe covers approximately 90%
of the capitalization of the Russell 1000(TM) Value Index.

A company's financial performance is typically projected over a full economic
cycle, including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes. The research staff
focuses on the valuation implied by the current price, relative to the earnings
the company will be generating five years from now, or "normalized" earnings,
assuming average mid-economic cycle growth for the fifth year.

                                                                             37





The Chief Investment Officer, Director of Research and other senior investment
professionals work in close collaboration to weigh each investment opportunity
identified by the research staff relative to the entire portfolio, and
determine the timing for purchases and sales and the appropriate position size
for a given security. Final stock selection decisions are made by the Chief
Investment Officer and Director of Research and are implemented by the Senior
Portfolio Managers. Analysts remain responsible for monitoring new developments
that would affect the securities they cover.

A security generally will be sold when it no longer meets appropriate valuation
criteria. Sale of a stock that has reached its target may be delayed, however,
when positive return trends are favorable.

The Portfolio may invest in securities of non-U.S. issuers and enter into
forward commitments. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00     01      02      03       04      05      06      07       08      09
 ----   -----  ------  ------   ------  ------  ------  ------   ------   -----
  n/a    n/a    n/a     28.94   12.77    5.74    21.32   -3.95   -40.83   21.12


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 18.44%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-21.97%, 4TH QUARTER, 2008.


38





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: July 22, 2002)                                         21.12% -2.46%    4.68%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%    6.66%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE             LENGTH OF SERVICE   TITLE
------------------------------------------------------------------------------
                                   
Christopher W. Marx  Since 2005          Senior Vice President of the Adviser

Joseph G. Paul       Since October 2009  Senior Vice President of the Adviser

John D. Phillips     Since 2005          Senior Vice President of the Adviser

David Yuen           Since May 2008      Senior Vice President of the Adviser





ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             39




ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is to maximize total return consistent
with the Adviser's determination of reasonable risk.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Other Expenses                      .14%
                                    ----
Total Portfolio Operating Expenses  .69%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year, that the Portfolio's
operating expenses stay the same and that the fee waiver is in effect only the
first year. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:


             
--------------------
After 1 Year    $ 70
After 3 Years   $221
After 5 Years   $384
After 10 Years  $859
--------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 85% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
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, or
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 U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and value investment disciplines to produce a blended equity component.
Within each equity investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting equity investments for the Portfolio, the Adviser is able to draw
on the resources and expertise of multiple growth and value equity investment
teams, which are supported by more than 50 equity research analysts
specializing in growth research, and more than 50 equity research analysts
specializing in value research.

40





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 U.S. and
non-U.S. 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 U.S. companies and the remaining 30% in
equities of companies outside the U.S. The Adviser will also allow the relative
weightings of the Portfolio's equity and debt, growth and value, and U.S. and
non-U.S. component to vary in response to markets, but ordinarily only by
(+/-)5% of the Portfolio. Beyond those ranges, the Adviser will generally
rebalance the Portfolio toward the targeted blend. However, under extraordinary
circumstances, when the Adviser believes that conditions favoring one
investment component are compelling, the range may expand to 10% of the
Portfolio. 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 Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry
positions, excellent balance sheets and superior earnings growth prospects.
This discipline relies heavily upon the fundamental analysis and research of
the Adviser's large internal growth research staff, which follows over 1,500
U.S. and non-U.S. issuers. As one of the largest multi-national investment
firms, the Adviser has access to considerable information concerning these
companies, including an in-depth understanding of their products, services,
markets and competition as well as a good knowledge of the management of most
of the companies.


The Adviser's growth analysts prepare their own earnings estimates and
financial models for each company followed. Research emphasis is placed on
identifying companies whose substantially above-average prospective earnings
growth is not fully reflected in current market valuations. Each growth
investment team constructs a portfolio that emphasizes equity securities of a
limited number of carefully selected, high-quality companies that are judged
likely to achieve superior earnings growth.

The Adviser selects the Portfolio's value stocks using its fundamental value
investment discipline. In selecting stocks, each of the Adviser's value
investment teams seeks to identify companies whose long-term earning power and
dividend paying capability are not reflected in the current market price of
their securities. This fundamental value discipline relies heavily upon the
Adviser's large internal value research staff, which follows over 1,500 U.S.
and non-U.S. issuers. Teams within the value research staff cover a given
industry worldwide to better understand each company's competitive position in
a global context.

The Adviser's staff of company and industry analysts prepares its own earnings
estimates and financial models for each company analyzed. The Adviser
identifies and quantifies the critical variables that control a business's
performance and analyzes the results in order to forecast each company's
long-term prospects and expected returns. Through application of the value
investment process described above, each value investment team constructs a
portfolio that emphasizes equity securities of a limited number of value
companies.

In selecting fixed-income investments for the Portfolio, the Adviser may draw
on the capabilities of separate investment teams that specialize in different
areas that are generally defined by the maturity of the debt securities and/or
their ratings and which may include subspecialties (such as inflation-protected
securities). These fixed-income investment teams draw on the resources and
expertise of the Adviser's large internal fixed-income research staff, which
includes over 50 dedicated fixed-income research analysts and economists. The
Portfolio's debt securities will primarily be investment grade debt securities,
but is expected to include lower-rated securities ("junk bonds") and preferred
stock. The Portfolio will not invest more than 25% of its net assets in
securities rated at the time of purchase below investment grade.

The Portfolio may invest in convertible securities, enter into repurchase
agreements and forward commitments, and make short sales of securities or
maintain a short position, but only if at all times when a short position is
open not more than 33% of its net assets is held as collateral for such short
sales. The Portfolio may enter into derivatives transactions, such as options,
futures, forwards, and swap agreements.

PRINCIPAL RISKS:
..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. 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


                                                                             41





  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.

..  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-U.S.) RISK: Investment 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 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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.


..  SHORT SALE RISK: The Portfolio may not always be able to close out a short
   position on favorable terms. Short sales involve the risk that the Portfolio
   will incur a loss by subsequently buying a security at a higher price than
   the price at which it sold the security short. The amount of such loss is
   theoretically unlimited (since it is limited only by the increase in value
   of the security sold short by the Portfolio.) In contrast, the risk of loss
   from a long position is limited to the Portfolio's investment in the long
   position, since its value cannot fall below zero. Short selling is a form of
   leverage. To mitigate leverage risk, the Portfolio will always hold liquid
   assets (including its long positions) at least equal to its short position
   exposure, marked-to-market daily.

..  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.

..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.


An additional index is included in the performance table to show how the
Portfolio's performance compares with an index of fixed-income securities
similar to those in which the Portfolio invests.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


42






BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04      05      06      07      08      09
 -----  ------  ------  ------  ------  ------  ------  ------  ------   -----
  n/a    n/a     n/a      n/a    n/a     7.30    13.92   5.55   -30.01   24.88


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 15.07%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-14.72%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: July 1, 2004)                                                         24.88%  2.43%    3.45%
-------------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                         26.46%  0.42%    1.84%
-------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%    5.22%
-------------------------------------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Bond Index (reflects no deduction
for fees, expenses, or taxes)                                                                    18.40%  2.54%    3.49%
-------------------------------------------------------------------------------------------------------------------------


INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE                 LENGTH OF SERVICE    TITLE
--------------------------------------------------------------------------------------
                                        
Thomas J. Fontaine       Since July 2008      Senior Vice President of the Adviser

Dokyoung Lee             Since July 2008      Senior Vice President of the Adviser

Seth J. Masters          Since 2005           Executive Vice President of the Adviser

Christopher H. Nikolich  Since 2005           Senior Vice President of the Adviser

Patrick J. Rudden        Since February 2009  Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 44 in this Prospectus.


                                                                             43




ADDITIONAL INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND
FINANCIAL INTERMEDIARIES

     .   PURCHASE AND SALE OF PORTFOLIO SHARES

The Portfolios offer their shares through the separate accounts of life
insurance companies ("Insurers"). You may only purchase and sell shares through
these separate accounts. See the prospectus of the separate account of the
participating insurance company for information on the purchase and sale of the
Portfolios' shares.

     .   TAX INFORMATION

Each Portfolio may make income dividends or capital gains distribution. The
income and capital gains distribution will be made in shares of each Portfolio.
See the prospectus of the separate account of the participating insurance
company for federal income tax information.

     .   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of a Portfolio through an Insurer or other financial
intermediary, the Portfolio and its related companies may pay the intermediary
for the sale of Portfolio shares and related services. These payments may
create a conflict of interest by influencing the Insurer or other financial
intermediary and your salesperson to recommend the Portfolio over another
investment. Ask your salesperson or visit your financial intermediary's website
for more information.

44





ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the
Portfolios' investment practices and risks. Most of these investment practices
are discretionary, which means that the Adviser may or may not decide to use
them. This Prospectus does not describe all of a Portfolio's investment
practices and additional descriptions of each Portfolio's strategies,
investments, and risks can be found in the Fund's Statement of Additional
Information ("SAI").


DERIVATIVES
Each Portfolio may, but is not required to, use derivatives for risk management
purposes or as part of its investment strategies. Derivatives are financial
contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. A Portfolio may use derivatives to
earn income and enhance returns, to hedge or adjust the risk profile of a
portfolio, to replace more traditional direct investments and to obtain
exposure to otherwise inaccessible markets.

There are four principal types of derivatives, including options, futures,
forwards and swaps, which are described below. Derivatives may be
(i) standardized, exchange-traded contracts or (ii) customized, privately
negotiated contracts. Exchange-traded derivatives tend to be more liquid and
subject to less credit risk than those that are privately negotiated.

A Portfolio's use of derivatives may involve risks that are different from, or
possibly greater than, the risks associated with investing directly in
securities or other more traditional instruments. These risks include the risk
that the value of a derivative instrument may not correlate perfectly, or at
all, with the value of the assets, reference rates, or indices that they are
designed to track. Other risks include: the possible absence of a liquid
secondary market for a particular instrument and possible exchange-imposed
price fluctuation limits, either of which may make it difficult or impossible
to close out a position when desired; and the risk that the counterparty will
not perform its obligations. Certain derivatives may have a leverage component
and involve leverage risk. Adverse changes in the value or level of the
underlying asset, note or index can result in a loss substantially greater than
the Portfolio's investment (in some cases, the potential loss is unlimited).

The Portfolios' investments in derivatives may include, but are not limited to,
the following:

..  FORWARD CONTRACTS. A forward contract is a customized, privately negotiated
   agreement for one party to buy, and the other party to sell, a specific
   quantity of an underlying commodity or other tangible asset for an agreed
   upon price at a future date. A forward contract is either settled by
   physical delivery of the commodity or tangible asset to an agreed-upon
   location at a future date, rolled forward into a new forward contract or, in
   the case of a non-deliverable forward, by a cash payment at maturity. The
   Portfolios' investments in forward contracts may include the following:

 - Forward Currency Exchange Contracts. A Portfolio may purchase or sell
   forward currency exchange contracts for hedging purposes to minimize the
   risk from adverse changes in the relationship between the U.S. Dollar and
   other currencies or for non-hedging purposes as a means of making direct
   investments in foreign currencies, as described below under "Currency
   Transactions". A Portfolio, for example, may enter into a forward contract
   as a transaction hedge (to "lock in" the U.S. Dollar price of a
   non-U.S. Dollar security), as a position hedge (to protect the value of
   securities the Portfolio owns that are denominated in a foreign currency
   against substantial changes in the value of the foreign currency) or as a
   cross-hedge (to protect the value of securities the Portfolio owns that are
   denominated in a foreign currency against substantial changes in the value
   of that foreign currency by entering into a forward contract for a different
   foreign currency that is expected to change in the same direction as the
   currency in which the securities are denominated).

..  FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is an
   agreement that obligates the buyer to buy and the seller to sell a specified
   quantity of an underlying asset (or settle for cash the value of a contract
   based on an underlying asset, rate or index) at a specific price on the
   contract maturity date. Options on futures contracts are options that call
   for the delivery of futures contracts upon exercise. A Portfolio may
   purchase or sell futures contracts and options thereon to hedge against
   changes in interest rates, securities (through index futures or options) or
   currencies. A Portfolio may also purchase or sell futures contracts for
   foreign currencies or options thereon for non-hedging purposes as a means of
   making direct investments in foreign currencies, as described below under
   "Currency Transactions".

..  OPTIONS. An option is an agreement that, for a premium payment or fee, gives
   the option holder (the buyer) the right but not the obligation to buy (a
   "call option") or sell (a "put option") the underlying asset (or settle for
   cash an amount based on an underlying asset, rate or index) at a specified
   price (the exercise price) during a period of time or on a specified date.
   Investments in options are considered speculative. A Portfolio may lose the
   premium paid for them if the price of the underlying security or other asset
   decreased or remained the same (in the case of a call option) or increased
   or remained the same (in the case of a put option). If a put or call option
   purchased by a Portfolio were permitted to expire without being sold or
   exercised, its premium would represent a loss to the Portfolio. The
   Portfolios' investments in options include the following:

 - Options on Foreign Currencies. A Portfolio may invest in options on foreign
   currencies that are privately negotiated or traded on U.S. or foreign
   exchanges for hedging purposes to protect against declines in the
   U.S. Dollar value of foreign currency denominated securities held by the
   Portfolio and against increases in the U.S. Dollar cost of securities to be
   acquired. The purchase of an option on a foreign currency may constitute an
   effective hedge against

                                                                             45




   fluctuations in exchange rates, although if rates move adversely, a
   Portfolio may forfeit the entire amount of the premium plus related
   transaction costs. A Portfolio may also invest in options on foreign
   currencies for non-hedging purposes as a means of making direct investments
   in foreign currencies, as described below under "Currency Transactions".

 - Options on Securities. A Portfolio may purchase or write a put or call
   option on securities. The Portfolio will only exercise an option it
   purchased if the price of the security was less (in the case of a put
   option) or more (in the case of a call option) than the exercise price. If
   the Portfolio does not exercise an option, the premium it paid for the
   option will be lost. A Portfolio may write covered options, which means
   writing an option for securities the Portfolio owns, and uncovered options.

 - Options on Securities Indices. An option on a securities index is similar to
   an option on a security except that, rather than taking or making delivery
   of a security at a specified price, an option on a securities index gives
   the holder the right to receive, upon exercise of the option, an amount of
   cash if the closing level of the chosen index is greater than (in the case
   of a call) or less than (in the case of a put) the exercise price of the
   option.


..  SWAP TRANSACTIONS. A swap is a customized, privately negotiated agreement
   that obligates two parties to exchange a series of cash flows at specified
   intervals (payment dates) based upon, or calculated by, reference to changes
   in specified prices or rates (interest rates in the case of interest rate
   swaps, currency exchange rates in the case of currency swaps) for a
   specified amount of an underlying asset (the "notional" principal amount).
   Except for currency swaps, the notional principal amount is used solely to
   calculate the payment stream, but is not exchanged. 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). The Portfolios' investments in swap transactions include
   the following:

 - Interest Rate Swaps, Swaptions, Caps, and Floors. 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). Unless there is a counterparty default,
   the risk of loss to a Portfolio from interest rate transactions is limited
   to the net amount of interest payments that the Portfolio is contractually
   obligated to make. If the counterparty to an interest rate transaction
   defaults, the Portfolio's risk of loss consists of the net amount of
   interest payments that the Portfolio contractually is entitled to receive.

   An option on a swap agreement, also called 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 of 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.


   The purchase of an interest rate cap entitles the purchaser, to the extent
   that a specified index exceeds a predetermined interest rate, to receive
   payments of interest on a contractually-based principal amount from the
   party selling the interest rate cap. The purchase of an interest rate floor
   entitles the purchaser, to the extent that a specified index falls below a
   predetermined interest rate, to receive payments of interest on an agreed
   principal amount from the party selling the interest rate floor. Caps and
   floors may be less liquid than swaps.


   Interest rate swap, cap, and floor transactions may be used to preserve a
   return or spread on a particular investment or a portion of a Portfolio's
   portfolio or to protect against an increase in the price of securities a
   Portfolio anticipates purchasing at a later date. A Portfolio may enter into
   interest rate swaps, caps, and floors on either an asset-based or
   liability-based basis, depending on whether it is hedging its assets or
   liabilities.




 - Credit Default Swap Agreements. The "buyer" in a credit default swap
   contract is obligated to pay the "seller" a periodic stream of payments over
   the term of the contract in return for a contingent payment upon the
   occurrence of a credit event with respect to an underlying reference
   obligation. Generally, a credit event means bankruptcy, failure to pay,
   obligation acceleration or modified restructuring. A Portfolio may be either
   the buyer or seller in the transaction. If a Portfolio is a seller, the
   Portfolio receives a fixed rate of income throughout the term of the
   contract, which typically is between one month and five years, provided that
   no credit event occurs. If a credit event occurs, a Portfolio typically must
   pay the contingent payment to the buyer, which is typically the "par value"
   (full notional value) of the reference obligation. The contingent payment
   may be a cash payment or by physical delivery of the reference obligation in
   return for payment of the face value of the obligation. The value of the
   reference obligation received by a Portfolio coupled with the periodic
   payments previously received may be less than the full notional value it
   pays to the buyer, resulting in a loss of value to the Portfolio. If a
   Portfolio is a buyer and no credit event occurs, the Portfolio will lose its
   periodic stream of payments over the term of the contract. However, if a
   credit event occurs, the buyer typically receives full notional value for a
   reference obligation that may have little or no value.


   Credit default swaps may involve greater risks than if a Portfolio had
   invested in the reference obligation directly. Credit default swaps are
   subject to general market risk, liquidity risk and credit risk.

 - Currency Swaps. A Portfolio may invest in currency swaps for hedging
   purposes to protect against adverse changes in exchange rates between the
   U.S. Dollar and

46




   other currencies or for non-hedging purposes as a means of making direct
   investments in foreign currencies, as described below under "Currency
   Transactions". Currency swaps involve the individually negotiated exchange
   by a Portfolio with another party of a series of payments in specified
   currencies. Actual principal amounts of currencies may be exchanged by the
   counterparties at the initiation, and again upon the termination, of the
   transaction. Therefore, the entire principal value of a currency swap is
   subject to the risk that the swap counterparty will default on its
   contractual delivery obligations. If there is a default by the counterparty
   to the transaction, the Portfolio will have contractual remedies under the
   transaction agreements.

..  OTHER DERIVATIVES AND STRATEGIES.

 - Currency Transactions. A Portfolio may invest in non-U.S. Dollar-denominated
   securities on a currency hedged or unhedged basis. The Adviser may actively
   manage the Portfolio's currency exposures and 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 options. The Adviser
   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 a 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. A 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).


 - Synthetic Foreign Equity Securities. The Portfolios may invest in different
   types of derivatives generally referred to as synthetic foreign equity
   securities. These securities may include international warrants or local
   access products. International warrants are financial instruments issued by
   banks or other financial institutions, which may or may not be traded on a
   foreign exchange. International warrants are a form of derivative security
   that may give holders the right to buy or sell an underlying security or a
   basket of securities representing an index from or to the issuer of the
   warrant for a particular price or may entitle holders to receive a cash
   payment relating to the value of the underlying security or index, in each
   case upon exercise by a Portfolio. Local access products are similar to
   options in that they are exercisable by the holder for an underlying
   security or a cash payment based upon the value of that security, but are
   generally exercisable over a longer term than typical options. These types
   of instruments may be American style exercise, which means that they can be
   exercised at any time on or before the expiration date of the international
   warrant, or European style, which means that they may be exercised only on
   the expiration date.


   Other types of synthetic foreign equity securities in which a Portfolio may
   invest include covered warrants and low exercise price warrants. Covered
   warrants entitle the holder to purchase from the issuer, typically a
   financial institution, upon exercise, common stock of an international
   company or receive a cash payment (generally in U.S. Dollars). The issuer of
   the covered warrants usually owns the underlying security or has a
   mechanism, such as owning equity warrants on the underlying securities,
   through which it can obtain the underlying securities. The cash payment is
   calculated according to a predetermined formula, which is generally based on
   the difference between the value of the underlying security on the date of
   exercise and the strike price. Low exercise price warrants are warrants with
   an exercise price that is very low relative to the market price of the
   underlying instrument at the time of issue (e.g., one cent or less). The
   buyer of a low exercise price warrant effectively pays the full value of the
   underlying common stock at the outset. In the case of any exercise of
   warrants, there may be a time delay between the time a holder of warrants
   gives instructions to exercise and the time the price of the common stock
   relating to exercise or the settlement date is determined, during which time
   the price of the underlying security could change significantly. In
   addition, the exercise or settlement date of the warrants may be affected by
   certain market disruption events, such as difficulties relating to the
   exchange of a local currency into U.S. Dollars, the imposition of capital
   controls by a local jurisdiction or changes in the laws relating to foreign
   investments. These events could lead to a change in the exercise date or
   settlement currency of the warrants, or postponement of the settlement date.
   In some cases, if the market disruption events continue for a certain period
   of time, the warrants may become worthless, resulting in a total loss of the
   purchase price of the warrants.

   A Portfolio will acquire synthetic foreign equity securities issued by
   entities deemed to be creditworthy by the Adviser, which will monitor the
   creditworthiness of the issuers on an on-going basis. Investments in these
   instruments involve the risk that the issuer of the instrument may default
   on its obligation to deliver the underlying security or cash in lieu
   thereof. These instruments may also be subject to liquidity risk because
   there may be a limited secondary market for trading the warrants. They are
   also subject, like other investments in foreign securities, to foreign
   (non-U.S.) risk and currency risk.

 - Eurodollar Instruments. Eurodollar instruments are essentially
   U.S. Dollar-denominated futures contracts or options that are linked to the
   London Interbank Offered Rate (LIBOR). Eurodollar futures contracts enable
   purchasers to obtain a fixed rate for the lending of funds and sellers to
   obtain a fixed rate for borrowings.

 - Structured Instruments. As part of its investment program and to maintain
   greater flexibility, a Portfolio may invest in structured instruments.
   Structured instruments,

                                                                             47




   including indexed or structured securities, combine the elements of futures
   contracts or options with those of debt, preferred equity or a depository
   instrument. Generally, a structured instrument will be a debt security,
   preferred stock, depository share, trust certificate, certificate of deposit
   or other evidence of indebtedness on which a portion of or all interest
   payments, and/or the principal or stated amount payable at maturity,
   redemption or retirement, is determined by reference to prices, changes in
   prices, or differences between prices, of securities, currencies,
   intangibles, goods, articles or commodities (collectively, "Underlying
   Assets") or by another objective index, economic factor or other measure,
   such as interest rates, currency exchange rates, commodity indices, and
   securities indices (collectively, "Benchmarks"). Thus, structured
   instruments may take a variety of forms, including, but not limited to, debt
   instruments with interest or principal payments or redemption terms
   determined by reference to the value of a currency or commodity or
   securities index at a future point in time, preferred stock with dividend
   rates determined by reference to the value of a currency, or convertible
   securities with the conversion terms related to a particular commodity.

   Structured instruments are potentially more volatile and carry greater
   market risks than traditional debt instruments. Depending on the structure
   of the particular structured instrument, changes in a Benchmark may be
   magnified by the terms of the structured instrument and have an even more
   dramatic and substantial effect upon the value of the structured instrument.
   Also, the prices of the structured instrument and the Benchmark or
   Underlying Asset may not move in the same direction or at the same time.

   Structured instruments can have volatile prices and limited liquidity, and
   their use by a Portfolio may not be successful. The risk of these
   investments can be substantial; possibly all of the principal is at risk. No
   Portfolio will invest more than 20% of its total assets in these investments.

CONVERTIBLE SECURITIES
Prior to conversion, convertible securities have the same general
characteristics as non-convertible debt securities which generally provide a
stable stream of income with generally higher yields than those of equity
securities of the same or similar issuers. The price of a convertible security
will normally vary with changes in the price of the underlying equity security,
although the higher yield tends to make the convertible security less volatile
than the underlying equity security. As with debt securities, the market value
of convertible securities tends to decrease as interest rates rise and increase
as interest rates decline. While convertible securities generally offer lower
interest or dividend yields than non-convertible debt securities of similar
quality, they offer investors the potential to benefit from increases in the
market prices of the underlying common stock. Convertible debt securities that
are rated Baa3 or lower by Moody's or BBB- or lower by S&P or Fitch and
comparable unrated securities may share some or all of the risks of debt
securities with those ratings.

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES

Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted. In addition, the
issuers of the stock of unsponsored depositary receipts are not obligated to
disclose material information in the United States and, therefore, there may
not be a correlation between such information and the market value of the
depositary receipts. American Depositary Receipts, or ADRs, are depositary
receipts typically issued by a U.S. bank or trust company that evidence
ownership of underlying securities issued by a foreign corporation. Global
Depositary Receipts, or GDRs, European Depositary Receipts, or EDRs, and other
types of depositary receipts are typically issued by non-U.S. banks or trust
companies and evidence ownership of underlying securities issued by either a
U.S. or a non-U.S. company. Generally, depositary receipts in registered form
are designed for use in the U.S. securities markets, and depositary receipts in
bearer form are designed for use in securities markets outside of the United
States. For purposes of determining the country of issuance, investments in
depositary receipts of either type are deemed to be investments in the
underlying securities.


A supranational entity is an entity designated or supported by the national
government of one or more countries to promote economic reconstruction or
development. Examples of supranational entities include the World Bank
(International Bank for Reconstruction and Development) and the European
Investment Bank. "Semi-governmental securities" are securities issued by
entities owned by either a national, state or equivalent government or are
obligations of one of such government jurisdictions that are not backed by its
full faith and credit and general taxing powers.

FORWARD COMMITMENTS
Forward commitments for the purchase or sale of securities may include
purchases on a when-issued basis or purchases or sales on a delayed delivery
basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a
merger, corporate reorganization or debt restructuring or approval of a
proposed financing by appropriate authorities (i.e., a "when, as and if issued"
trade).

A 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 agreed-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.

When forward commitments with respect to fixed-income securities are
negotiated, the price, which is generally expressed

48





in yield terms, is fixed at the time the commitment is made, but payment for
and delivery of the securities take place at a later date. Securities purchased
or sold under a forward commitment are subject to market fluctuation and no
interest or dividends accrue to the purchaser prior to the settlement date.
There is a risk of loss if the value of either a purchased security declines
before the settlement date or the security sold increases before the settlement
date. The use of forward commitments helps a Portfolio to protect against
anticipated changes in interest rates and prices.


ILLIQUID SECURITIES

Under current Commission guidelines, the Portfolios, except for the
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, limit their investments in illiquid
securities to 15% of their net assets. The term "illiquid securities" for this
purpose means securities that cannot be disposed of within seven days in the
ordinary course of business at approximately the amount a Portfolio has valued
the securities. The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO limits its
investments in illiquid securities to no more than 5% of its total assets as
required by Rule 2a-7. A Portfolio that invests in illiquid securities may not
be able to sell such securities and may not be able to realize their full value
upon sale. Restricted securities (securities subject to legal or contractual
restrictions on resale) may be illiquid. Some restricted securities (such as
securities issued pursuant to Rule 144A under the Securities Act of 1933 (the
"Securities Act") or certain commercial paper) may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.


INDEXED COMMERCIAL PAPER
Indexed commercial paper may have its principal linked to changes in foreign
currency exchange rates whereby its principal amount is adjusted upwards or
downwards (but not below zero) at maturity to reflect changes in the referenced
exchange rate. A Portfolio will receive interest and principal payments on such
commercial paper in the currency in which such commercial paper is denominated,
but the amount of principal payable by the issuer at maturity will change in
proportion to the change (if any) in the exchange rate between the two
specified currencies between the date the instrument is issued and the date the
instrument matures. While such commercial paper entails the risk of loss of
principal, the potential for realizing gains as a result of changes in foreign
currency exchange rates enables a Portfolio to hedge (or cross-hedge) against a
decline in the U.S. Dollar value of investments denominated in foreign
currencies while providing an attractive money market rate of return. A
Portfolio will purchase such commercial paper for hedging purposes only, not
for speculation.

INFLATION-PROTECTED SECURITIES
Inflation-protected securities, or IPS, are fixed-income securities whose
principal value is periodically adjusted according to the rate of inflation. If
the index measuring inflation falls, the principal value of these securities
will be adjusted downward, and consequently the interest payable on these
securities (calculated with respect to a smaller principal amount) will be
reduced.

IPS tend to react to changes in real interest rates. In general, the price of
an inflation-protected security can fall when real interest rates rise, and can
rise when real interest rates fall. Interest payments on inflation-protected
securities can be unpredictable and will vary as the principal and/or interest
is adjusted for inflation.

INVESTMENT IN OTHER INVESTMENT COMPANIES

A Portfolio may invest in other investment companies as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act") or the rules and
regulations thereunder. If a Portfolio acquires shares in investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. A Portfolio may also invest in exchange-traded funds
("ETF"), subject to the restrictions and limitations of the 1940 Act.


LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, a Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions, provided a
number of conditions are satisfied, including that the loan is fully
collateralized. Securities lending involves the possible loss of rights in the
collateral or delay in the recovery of collateral if the borrower fails to
return the securities loaned or becomes insolvent. When a Portfolio lends
securities, its investment performance will continue to reflect changes in the
value of the securities loaned, and the Portfolio will also receive a fee or
interest on the collateral. The Portfolio may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

LOAN PARTICIPATIONS
A Portfolio may invest in corporate loans either by participating as co-lender
at the time the loan is originated or by buying an interest in the loan in the
secondary market from a financial institution or institutional investor. The
financial status of an institution interposed between a Portfolio and a
borrower may affect the ability of the Portfolio to receive principal and
interest payments.

The success of a Portfolio may depend on the skill with which an agent bank
administers the terms of the corporate loan agreements, monitors borrower
compliance with covenants, collects principal, interest and fee payments from
borrowers and, where necessary, enforces creditor remedies against borrowers.
Agent banks typically have broad discretion in enforcing loan agreements.

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities may be issued by the U.S. Government or one of its
sponsored entities or may be issued by private organizations. Interest and
principal payments (including prepayments) on the mortgages underlying
mortgage-backed securities are passed through to the holders of the securities.
As a result of the pass-through of prepayments of principal on the

                                                                             49




underlying securities, mortgage-backed securities are often subject to more
rapid prepayment of principal than their stated maturity would indicate.
Prepayments occur when the mortgagor on a mortgage prepays the remaining
principal before the mortgage's scheduled maturity date. Because the prepayment
characteristics of the underlying mortgages vary, it is impossible to predict
accurately the realized yield or average life of a particular issue of
pass-through certificates. Prepayments are important because of their effect on
the yield and price of the mortgage- backed securities. During periods of
declining interest rates, prepayments can be expected to accelerate and a
Portfolio that invests in these securities would be required to reinvest the
proceeds at the lower interest rates then available. Conversely, during periods
of rising interest rates, a reduction in prepayments may increase the effective
maturity of the securities, subjecting them to a greater risk of decline in
market value in response to rising interest rates. In addition, prepayments of
mortgages underlying securities purchased at a premium could result in capital
losses.

Mortgage-backed securities include mortgage pass-through certificates and
multiple-class pass-through securities, such as REMIC pass-through
certificates, CMOs and stripped mortgage-backed securities, or SMBS, and other
types of mortgage-backed securities that may be available in the future.

Guaranteed Mortgage Pass-Through Securities. The ALLIANCEBERNSTEIN REAL ESTATE
INVESTMENT PORTFOLIO may invest in guaranteed mortgage pass-through securities,
which represent participation interests in pools of residential mortgage loans
and are issued by U.S. governmental or private lenders and guaranteed by the
U.S. Government or one of its agencies or instrumentalities, including but not
limited to GNMA, FNMA and FHLMC.


Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-backed securities also include CMOs and REMIC pass-through or
participation certificates that may be issued by, among others, U.S. Government
agencies and instrumentalities as well as private lenders. CMOs and REMICs are
issued in multiple classes and the principal of and interest on the mortgage
assets may be allocated among the several classes of CMOs or REMICs in various
ways. Each class of CMOs or REMICs, often referred to as a "tranche," is issued
at a specific adjustable or fixed interest rate and must be fully retired no
later than its final distribution date. Generally, interest is paid or accrued
on all classes of CMOs or REMICs on a monthly basis. The ALLIANCEBERNSTEIN
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest tranche of CMOs
and REMICs.


Typically, CMOs are collateralized by GNMA or FHLMC certificates but also may
be collateralized by other mortgage assets such as whole loans or private
mortgage pass-through securities. Debt service on CMOs is provided from
payments of principal and interest on collateral of mortgage assets and any
reinvestment income.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, or the Code, and invests in certain mortgages
primarily secured by interests in real property and other permitted
investments. Investors may purchase "regular" and "residual" interest shares of
beneficial interest in REMIC trusts, although the ALLIANCEBERNSTEIN REAL ESTATE
INVESTMENT PORTFOLIO does not intend to invest in residual interests.

OTHER ASSET-BACKED SECURITIES
A Portfolio may invest in other asset-backed securities. The securitization
techniques used to develop mortgage-related securities are being applied to a
broad range of financial assets. Through the use of trusts and special purposes
corporations, various types of assets, including automobile loans and leases,
credit card receivables, home equity loans, equipment leases and trade
receivables, are being securitized in structures similar to the structures used
in mortgage securitizations.

PREFERRED STOCK
A Portfolio may invest in preferred stock. Preferred stock is subordinated to
any debt the issuer has outstanding. Accordingly, preferred stock dividends are
not paid until all debt obligations are first met. Preferred stock may be
subject to more fluctuations in market value, due to changes in market
participants' perceptions of the issuer's ability to continue to pay dividends,
than debt of the same issuer.

REAL ESTATE INVESTMENT TRUSTS (REITS)
REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have
appreciated in value. Mortgage REITs invest the majority of their assets in
real estate mortgages and derive income from the collection of interest
payments. Similar to investment companies such as the Portfolios, REITs are not
taxed on income distributed to shareholders provided they comply with several
requirements of the Code. A Portfolio will indirectly bear its proportionate
share of expenses incurred by REITs in which the Portfolio invests in addition
to the expenses incurred directly by the Portfolio.


Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers and
self-liquidation.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have had more price volatility than
larger capitalization stocks.


50





ADDITIONAL RISK CONSIDERATIONS FOR REAL ESTATE INVESTMENTS
Although the ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO does not invest
directly in real estate, it invests primarily in securities of real estate
companies and has a policy of concentration of its investments in the real
estate industry. Therefore, an investment in the Portfolio is subject to
certain risks associated with the direct ownership of real estate and with the
real estate industry in general. These risks include, among others: 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. To the extent that assets underlying the Portfolio's
investments are concentrated geographically, by property type or in certain
other respects, the Portfolio may be subject to certain of the foregoing risks
to a greater extent. These risks may be greater for investments in non-U.S.
real estate companies.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers and
self-liquidation.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have had more price volatility than
larger capitalization stocks.

ADDITIONAL RISK CONSIDERATIONS FOR INVESTMENTS IN THE UTILITY INDUSTRY
A Portfolio's principal risks may include those that arise from its investing
primarily in electric utility companies. Factors affecting that industry sector
can have a significant effect on a Portfolio's NAV. The U.S. utilities industry
has experienced significant changes in recent years. Regulated electric utility
companies in general have been favorably affected by the full or near
completion of major construction programs and lower financing costs. In
addition, many regulated electric utility companies have generated cash flows
in excess of current operating expenses and construction expenditures,
permitting some degree of diversification into unregulated businesses.
Regulatory changes, however, could increase costs or impair the ability of
nuclear and conventionally fueled generating facilities to operate their
facilities and reduce their ability to make dividend payments on their
securities. Rates of return of utility companies generally are subject to
review and limitation by state public utilities commissions and tend to
fluctuate with marginal financing costs. Rate changes ordinarily lag behind
changes in financing costs and can favorably or unfavorably affect the earnings
or dividend pay-outs of utilities stocks depending upon whether the rates and
costs are declining or rising.

Utility companies historically have been subject to the risks of increases in
fuel and other operating costs, high interest costs, costs associated with
compliance with environmental and nuclear safety regulations, service
interruptions, economic slowdowns, surplus capacity, competition, and
regulatory changes. There also can be no assurance that regulatory policies or
accounting standards changes will not negatively affect utility companies'
earnings or dividends. Utility companies are subject to regulation by various
authorities and may be affected by the imposition of special tariffs and
changes in tax laws. To the extent that rates are established or reviewed by
governmental authorities, utility companies are subject to the risk that such
authorities will not authorize increased rates. Because of the Portfolio's
policy of concentrating its investments in utility companies, the Portfolio is
more susceptible than most other mutual funds to economic, political or
regulatory occurrences affecting the utilities industry.

Non-U.S. utility companies, like those in the U.S., are generally subject to
regulation, although the regulation may or may not be comparable to domestic
regulations. Non-U.S. utility companies in certain countries may be more
heavily regulated by their respective governments than utility companies
located in the U.S. As in the U.S., non-U.S. utility companies generally are
required to seek government approval for rate increases. In addition, many
non-U.S. utility companies use fuels that cause more pollution than those used
in the U.S. and may yet be required to invest in pollution control equipment.
Non-U.S. utility regulatory systems vary from country to country and may evolve
in ways different from regulation in the U.S. The percentage of the Portfolio's
assets invested in issuers of particular countries will vary.

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
A Portfolio may enter into repurchase agreements in which a Portfolio purchases
a security from a bank or broker-dealer, which agrees to repurchase the
security from the Portfolio at an agreed-upon future date, normally a day or a
few days later. The purchase and repurchase obligations are transacted under
one agreement. The resale price is greater than the purchase price, reflecting
an agreed-upon interest rate for the period the buyer's money is invested in
the security. Such agreements permit a Portfolio to keep all of its assets at
work while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. If the bank or broker-dealer defaults on its repurchase
obligation, a Portfolio would suffer a loss to the extent that the proceeds
from the sale of the security were less than the repurchase price.

A Portfolio may enter into buy/sell back transactions, which are similar to
repurchase agreements. In this type of transaction,

                                                                             51




a Portfolio enters a trade to buy securities at one price and simultaneously
enters a trade to sell the same securities at another price on a specified
date. Similar to a repurchase agreement, the repurchase price is higher than
the sale price and reflects current interest rates. Unlike a repurchase
agreement, however, the buy/sell back transaction is considered two separate
transactions.

REVERSE REPURCHASE AGREEMENTS, DOLLAR ROLLS AND OTHER BORROWINGS
A Portfolio may enter into reverse repurchase agreements and dollar rolls,
subject to the Portfolio's limitations on borrowings. A reverse repurchase
agreement or dollar roll involves the sale of a security by a Portfolio and its
agreement to repurchase the instrument at a specified time and price, and may
be considered a form of borrowing for some purposes. Reverse repurchase
agreements, dollar rolls and other forms of borrowings may create leverage risk
for a Portfolio. In addition, reverse repurchase agreements and dollar rolls
involve the risk that the market value of the securities a Portfolio is
obligated to repurchase may decline below the purchase price.

Dollar rolls involve sales by a 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, a Portfolio forgoes principal and interest paid
on the securities. A 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.

Reverse repurchase agreements and dollar rolls involve the risk that the market
value of the securities a Portfolio is obligated to repurchase under the
agreement may decline below the repurchase price. In the event the buyer of
securities under a reverse repurchase agreement or dollar roll files for
bankruptcy or becomes insolvent, a Portfolio's use of the proceeds of the
agreement may be restricted pending a determination by the other party, or its
trustee or receiver, whether to enforce the Portfolio's obligation to
repurchase the securities.

RIGHTS AND WARRANTS
Rights and warrants are option securities permitting their holders to subscribe
for other securities. Rights are similar to warrants except that they have a
substantially shorter duration. Rights and warrants do not carry with them
dividend or voting rights with respect to the underlying securities, or any
rights in the assets of the issuer. As a result, an investment in rights and
warrants may be considered more speculative than certain other types of
investments. In addition, the value of a right or a warrant does not
necessarily change with the value of the underlying securities, and a right or
a warrant ceases to have value if it is not exercised prior to its expiration
date.

SHORT SALES
A Portfolio may make short sales as a part of overall portfolio management or
to offset a potential decline in the value of a security. A short sale involves
the sale of a security that a Portfolio does not own, or if the Portfolio owns
the security, is not to be delivered upon consummation of the sale. When the
Portfolio makes a short sale of a security that it does not own, it must borrow
from a broker-dealer the security sold short and deliver the security to the
broker-dealer upon conclusion of the short sale.

If the price of the security sold short increases between the time of the short
sale and the time a Portfolio replaces the borrowed security, the Portfolio
will incur a loss; conversely, if the price declines, the Portfolio will
realize a short-term capital gain. Although a Portfolio's gain is limited to
the price at which it sold the security short, its potential loss is
theoretically unlimited.

STANDBY COMMITMENT AGREEMENTS
Standby commitment agreements are similar to put options that commit a
Portfolio, for a stated period of time, to purchase a stated amount of a
security that may be issued and sold to the Portfolio at the option of the
issuer. The price and coupon of the security are fixed at the time of the
commitment. At the time of entering into the agreement, the Portfolio is paid a
commitment fee regardless of whether the security ultimately is issued. The
Portfolios will enter into such agreements only for the purpose of investing in
the security underlying the commitment at a yield and price considered
advantageous to the Portfolio and unavailable on a firm commitment basis.

There is no guarantee that a security subject to a standby commitment will be
issued. In addition, the value of the security, if issued, on the delivery date
may be more or less than its purchase price. Since the issuance of the security
is at the option of the issuer, a Portfolio will bear the risk of capital loss
in the event that the value of the security declines and may not benefit from
an appreciation in the value of the security during the commitment period if
the issuer decides not to issue and sell the security to the Portfolio.

STRUCTURED SECURITIES
A Portfolio may invest securities issued in structured financing transactions,
which generally involve aggregating types of debt assets in a pool or special
purpose entity and then issuing new securities. Types of structured financings
include securities described elsewhere in this Prospectus, such as
mortgage-related and other asset-backed securities. These investments include
investments in structured securities that represent interests in entities
organized and operated solely for the purpose of restructuring the investment
characteristics of particular debt obligations. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, of specified instruments (such as commercial bank loans or high yield
bonds) and the issuance by that entity of one or more classes of structured
securities backed by, or representing interests in, the underlying instruments.
Because these types of structured securities typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments.

52





VARIABLE, FLOATING AND INVERSE FLOATING RATE INSTRUMENTS
Variable and floating rate securities pay interest at rates that are adjusted
periodically, according to a specified formula. A "variable" interest rate
adjusts at predetermined intervals (e.g., daily, weekly or monthly), while a
"floating" interest rate adjusts whenever a specified benchmark rate (such as
the bank prime lending rate) changes.

A Portfolio may also invest in inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may have greater volatility in market value, in
that, during periods of rising interest rates, the market values of inverse
floaters will tend to decrease more rapidly than those of fixed rate securities.

ZERO COUPON AND PRINCIPAL-ONLY SECURITIES
Zero coupon securities and principal-only (PO) securities are debt securities
that have been issued without interest coupons or stripped of their unmatured
interest coupons, and include receipts or certificates representing interests
in such stripped debt obligations and coupons. Such a security pays no interest
to its holder during its life. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value. Such securities usually trade at a deep discount from their face or
par value and are subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable maturities and
credit quality that make current distributions of interest. On the other hand,
because there are no periodic interest payments to be reinvested prior to
maturity, these securities eliminate reinvestment risk and "lock in" a rate of
return to maturity.

FOREIGN (NON-U.S.) SECURITIES
Investing in foreign securities involves special risks and considerations not
typically associated with investing in U.S. securities. The securities markets
of many foreign countries are relatively small, with the majority of market
capitalization and trading volume concentrated in a limited number of companies
representing a small number of industries. A Portfolio that invests in foreign
securities may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in securities of U.S. companies.
These markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities, than is usual in the United States.

Securities registration, custody, and settlement may in some instances be
subject to delays and legal and administrative uncertainties. Foreign
investment in the securities markets of certain foreign countries is restricted
or controlled to varying degrees. These restrictions or controls may at times
limit or preclude investment in certain securities and may increase the cost
and expenses of a Portfolio. In addition, the repatriation of investment
income, capital or the proceeds of sales of securities from certain countries
is controlled under regulations, including in some cases the need for certain
advance government notification or authority, and if a deterioration occurs in
a country's balance of payments, the country could impose temporary
restrictions on foreign capital remittances.

A Portfolio also could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. Investing in local
markets may require a Portfolio to adopt special procedures or seek local
governmental approvals or other actions, any of which may involve additional
costs to a Portfolio. These factors may affect the liquidity of a Portfolio's
investments in any country and the Adviser will monitor the effect of any such
factor or factors on a Portfolio's investments. Transaction costs, including
brokerage commissions for transactions both on and off the securities
exchanges, in many foreign countries are generally higher than in the U.S.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting,
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in foreign securities than to investors in U.S.
securities. Substantially less information is publicly available about certain
non-U.S. issuers than is available about most U.S. issuers.

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability, revolutions, wars or
diplomatic developments could affect adversely the economy of a foreign
country. In the event of nationalization, expropriation, or other confiscation,
a Portfolio could lose its entire investment in securities in the country
involved. In addition, laws in foreign countries governing business
organizations, bankruptcy and insolvency may provide less protection to
security holders such as the Portfolio than that provided by U.S. laws.

Investments in securities of companies in emerging markets involve special
risks. There are approximately 100 countries identified by the World Bank as
Low Income, Lower Middle Income and Upper Middle Income countries that are
generally regarded as Emerging Markets. Emerging market countries that the
Adviser currently considers for investment are listed below. Countries may be
added to or removed from this list at any time.

                                                                             53





                                                                        
Algeria                                Hong Kong                              Poland
Argentina                              Hungary                                Qatar
Belize                                 India                                  Romania
Brazil                                 Indonesia                              Russia
Bulgaria                               Israel                                 Singapore
Chile                                  Jamaica                                Slovakia
China                                  Jordan                                 Slovenia
Colombia                               Kazakhstan                             South Africa
Costa Rica                             Lebanon                                South Korea
Cote D'Ivoire                          Malaysia                               Taiwan
Croatia                                Mexico                                 Thailand
Czech Republic                         Morocco                                Trinidad & Tobago
Dominican Republic                     Nigeria                                Tunisia
Ecuador                                Pakistan                               Turkey
Egypt                                  Panama                                 Ukraine
El Salvador                            Peru                                   Uruguay
Guatemala                              Philippines                            Venezuela



Investing in emerging market securities imposes risks different from, or
greater than, risks of investing in domestic securities or in foreign,
developed countries. These risks include: smaller market capitalization of
securities markets, which may suffer periods of relative illiquidity;
significant price volatility; restrictions on foreign investment; and possible
repatriation of investment income and capital. In addition, foreign investors
may be required to register the proceeds of sales and future economic or
political crises could lead to price controls, forced mergers, expropriation or
confiscatory taxation, seizure, nationalization, or creation of government
monopolies. The currencies of emerging market countries may experience
significant declines against the U.S. Dollar, and devaluation may occur
subsequent to investments in these currencies by a Portfolio. Inflation and
rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of certain emerging
market countries.

Additional risks of emerging market securities may include: greater social,
economic and political uncertainty and instability; more substantial
governmental involvement in the economy; less governmental supervision and
regulation; unavailability of currency hedging techniques; companies that are
newly organized and small; differences in auditing and financial reporting
standards, which may result in unavailability of material information about
issuers; and less developed legal systems. In addition, emerging securities
markets may have different clearance and settlement procedures, which may be
unable to keep pace with the volume of securities transactions or otherwise
make it difficult to engage in such transactions. Settlement problems may cause
a Portfolio to miss attractive investment opportunities, hold a portion of its
assets in cash pending investment, or be delayed in disposing of a portfolio
security. Such a delay could result in possible liability to a purchaser of the
security.

FOREIGN (NON-U.S.) CURRENCIES
A Portfolio that invests some portion of its assets in securities denominated
in, and receives revenues in, foreign currencies will be adversely affected by
reductions in the value of those currencies relative to the U.S. Dollar.
Foreign currency exchange rates may fluctuate significantly. They are
determined by supply and demand in the foreign exchange markets, the relative
merits of investments in different countries, actual or perceived changes in
interest rates, and other complex factors. Currency exchange rates also can be
affected unpredictably by intervention (or the failure to intervene) by U.S. or
foreign governments or central banks or by currency controls or political
developments. In light of these risks, a Portfolio may engage in certain
currency hedging transactions, as described above, which involve certain
special risks. A Portfolio may also invest directly in foreign currencies for
non-hedging purposes directly on a spot basis (i.e., cash) or through
derivative transactions, such as forward currency exchange contracts, futures
and options thereon, swaps and options as described above. These investments
will be subject to the same risks. In addition, currency exchange rates may
fluctuate significantly over short periods of time, causing a Portfolio's NAV
to fluctuate.

FIXED-INCOME SECURITIES
The value of a Portfolio's investments in fixed-income securities will change
as the general level of interest rates fluctuates. During periods of falling
interest rates, the values of these securities will generally rise. Conversely,
during periods of rising interest rates, the values of these securities will
generally decline. Changes in interest rates have a greater effect on
fixed-income securities with longer maturities and durations than those with
shorter maturities and durations.

BORROWINGS AND LEVERAGE
Certain of the Portfolios may use borrowings for investment purposes subject to
the limits imposed by the 1940 Act, which is up to 33 1/3% of a Portfolio's
assets. Borrowings by a Portfolio result in leveraging of the Portfolio's
shares. The Portfolios may also use leverage for investment transactions by
entering into transactions such as reverse repurchase agreements, forward
contracts and dollar rolls. This means that a Portfolio uses cash made
available during the term of these transactions to make investments in other
fixed-income securities.


Utilization of leverage, which is usually considered speculative, involves
certain risks to a Portfolio's shareholders. These include a higher volatility
of the NAV of a Portfolio's shares and the relatively greater effect on the NAV
of the shares. So long as a Portfolio is able to realize a net return on its
investment portfolio that is higher than the interest expense paid on
borrowings or the carrying costs of leveraged transactions, the effect of
leverage will be to cause the Portfolio's shareholders to realize a higher
current net investment income than if the Portfolio were not leveraged. If the
interest expense on borrowings or the carrying costs of leveraged transactions
approaches the net return on a Portfolio's investment portfolio, the benefit of
leverage to the Portfolio's shareholders will be reduced. If the interest
expense on borrowings or the carrying costs of leveraged transactions were to
exceed the net return to shareholders, a Portfolio's use of leverage would
result in a lower rate of return. Similarly, the effect of leverage in a
declining market could be a greater decrease in NAV per share. In an extreme
case, if a Portfolio's current investment income were not sufficient to meet
the interest expense on borrowings or the carrying costs of leveraged
transactions, it could be necessary for the Portfolio to liquidate certain of
its investments, thereby reducing its NAV. A Portfolio may also reduce the
degree to which it is leveraged by repaying amounts borrowed.


54





INVESTMENT IN BELOW INVESTMENT GRADE FIXED-INCOME SECURITIES
Investments in securities rated below investment grade may be subject to
greater risk of loss of principal and interest than higher-rated securities.
These securities are also generally considered to be subject to greater market
risk than higher-rated securities. The capacity of issuers of these securities
to pay interest and repay principal is more likely to weaken than is that of
issuers of higher-rated securities in times of deteriorating economic
conditions or rising interest rates. In addition, below investment grade
securities may be more susceptible to real or perceived adverse economic
conditions than investment grade securities.

The market for these securities may be thinner and less active than that for
higher-rated securities, which can adversely affect the prices at which these
securities can be sold. To the extent that there is no established secondary
market for these securities, a Portfolio may experience difficulty in valuing
such securities and, in turn, the Portfolio's assets.

UNRATED SECURITIES

A Portfolio may invest in unrated fixed-income securities when the Adviser
believes that the financial condition of the issuers of such securities, or the
protection afforded by the terms of the securities themselves, limits the risk
to the Portfolio to a degree comparable to that of rated securities that are
consistent with the Portfolio's objective and policies.


SOVEREIGN DEBT OBLIGATIONS
No established secondary markets may exist for many sovereign debt obligations.
Reduced secondary market liquidity may have an adverse effect on the market
price and a Portfolio's ability to dispose of particular instruments when
necessary to meet its liquidity requirements or in response to specific
economic events such as a deterioration in the creditworthiness of the issuer.
Reduced secondary market liquidity for certain sovereign debt obligations may
also make it more difficult for a Portfolio to obtain accurate market
quotations for the purpose of valuing its portfolio. Market quotations are
generally available on many sovereign debt obligations only from a limited
number of dealers and may not necessarily represent firm bids of those dealers
or prices for actual sales.

By investing in sovereign debt obligations, a Portfolio will be exposed to the
direct or indirect consequences of political, social, and economic changes in
various countries. Political changes in a country may affect the willingness of
a foreign government to make or provide for timely payments of its obligations.
The country's economic status, as reflected in, among other things, its
inflation rate, the amount of its external debt and its gross domestic product,
will also affect the government's ability to honor its obligations.


A Portfolio is permitted to invest in sovereign debt obligations that are not
current in the payment of interest or principal or are in default so long as
the Adviser believes it to be consistent with the Portfolios' investment
objectives. A Portfolio may have limited legal recourse in the event of a
default with respect to certain sovereign debt obligations it holds. For
example, remedies from defaults on certain sovereign debt obligations, unlike
those on private debt, must, in some cases, be pursued in the courts of the
defaulting party itself. Legal recourse therefore may be significantly
diminished. Bankruptcy, moratorium, and other similar laws applicable to
issuers of sovereign debt obligations may be substantially different from those
applicable to issuers of private debt obligations. The political context,
expressed as the willingness of an issuer of sovereign debt obligations to meet
the terms of the debt obligation, for example, is of considerable importance.
In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of securities issued by foreign
governments in the event of default under commercial bank loan agreements.


INVESTMENT IN SMALLER, LESS-SEASONED COMPANIES

Investment in smaller, less-seasoned companies involves greater risks than is
customarily associated with securities of more established companies. Companies
in the earlier stages of their development often have products and management
personnel which have not been thoroughly tested by time or the marketplace;
their financial resources may not be as substantial as those of more
established companies. The securities of smaller, less-seasoned companies may
have relatively limited marketability and may be subject to more abrupt or
erratic market movements than securities of larger companies or broad market
indices. The revenue flow of such companies may be erratic and their results of
operation may fluctuate widely and may also contribute to stock
price volatility.


FUTURE DEVELOPMENTS
A Portfolio may take advantage of other investment practices that are not
currently contemplated for use by the Portfolio, or are not available but may
yet be developed, to the extent such investment practices are consistent with
the Portfolio's investment objective and legally permissible for the Portfolio.
Such investment practices, if they arise, may involve risks that are different
from or exceed those involved in the practices described above.

CHANGES IN INVESTMENT OBJECTIVES AND POLICIES

The ALLIANCEBERNSTEIN(R) VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund")
Board of Directors (the "Board") may change a Portfolio's investment objective
without shareholder approval. A Portfolio will provide shareholders with 60
days' prior written notice of any change to the Portfolio's investment
objective. Unless otherwise noted, all other investment policies of a Portfolio
may be changed without shareholder approval.


TEMPORARY DEFENSIVE POSITION
For temporary defensive purposes to attempt to respond to adverse market,
economic, political or other conditions, each Portfolio may invest in certain
types of short-term, liquid, investment grade or high quality (depending on the
Portfolio) debt securities. While a Portfolio is investing for temporary
defensive purposes, it may not meet its investment objectives.

PORTFOLIO HOLDINGS
A Portfolio's SAI includes a description of the policies and procedures that
apply to disclosure of each Portfolio's portfolio holdings.

                                                                             55




INVESTING IN THE PORTFOLIOS
--------------------------------------------------------------------------------

HOW TO BUY AND SELL SHARES
The Portfolios offer their shares through the separate accounts of life
insurance companies (the "Insurers"). You may only purchase and sell shares
through these separate accounts. See the prospectus of the separate account of
the participating insurance company for information on the purchase and sale of
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from
time to time receive payments from Insurers in connection with the sale of the
Portfolio's shares through the Insurer's separate accounts.


The purchase or sale of a Portfolio's shares is priced at the next determined
NAV after the order is received in proper form.


The Insurers maintain omnibus account arrangements with the Fund in respect of
one or more Portfolios and place aggregate purchase, redemption and exchange
orders for shares of a Portfolio corresponding to orders placed by the
Insurer's customers ("Contractholders") who have purchased contracts from the
Insurers, in each case, in accordance with the terms and conditions of the
relevant contract. Omnibus account arrangements maintained by the Insurers are
discussed below under "Limitations on Ability to Detect and Curtail Excessive
Trading Practices."

ABI may refuse any order to purchase shares. Each Portfolio reserves the right
to suspend the sale of its shares to the public in response to conditions in
the securities markets or for other reasons.

PAYMENTS TO FINANCIAL INTERMEDIARIES
Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolios and typically receive compensation for selling shares of the
Portfolios. This compensation is paid from various sources.

  Insurers or your financial intermediary receive compensation from ABI and/or
  the Adviser in several ways from various sources, which include some or all
  of the following:

  - defrayal of costs for educational seminars and training;
  - additional distribution support; and
  - payments related to providing Contractholder recordkeeping and/or
    administrative services.

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolios. Such payments will generally not exceed 0.35% of the average daily
net assets of each Portfolio attributable to the Insurer.

OTHER PAYMENTS FOR EDUCATIONAL SUPPORT AND DISTRIBUTION ASSISTANCE
In addition to the fees described above, ABI, at its expense, currently
provides additional payments to the Insurers that sell shares of the
Portfolios. These sums include payments to reimburse directly or indirectly the
costs incurred by the Insurers and their employees in connection with
educational seminars and training efforts about the Portfolios for the
Insurers' employees and/or their clients and potential clients. The costs and
expenses associated with these efforts may include travel, lodging,
entertainment and meals.


For 2010, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $400,000. In 2009, ABI paid additional payments of approximately
$400,000 for the Portfolios.


  IF ONE MUTUAL FUND SPONSOR THAT OFFERS SHARES TO SEPARATE ACCOUNTS OF AN
  INSURER MAKES GREATER DISTRIBUTION ASSISTANCE PAYMENTS THAN ANOTHER, THE
  INSURER MAY HAVE AN INCENTIVE TO RECOMMEND OR OFFER THE SHARES OF FUNDS OF
  ONE FUND SPONSOR OVER ANOTHER.

  PLEASE SPEAK WITH YOUR FINANCIAL INTERMEDIARY TO LEARN MORE ABOUT THE TOTAL
  AMOUNTS PAID TO YOUR FINANCIAL INTERMEDIARY BY THE ADVISER, ABI AND BY OTHER
  MUTUAL FUND SPONSORS THAT OFFER SHARES TO INSURERS THAT MAY BE RECOMMENDED TO
  YOU. YOU SHOULD ALSO CONSULT DISCLOSURES MADE BY YOUR FINANCIAL INTERMEDIARY
  AT THE TIME OF PURCHASE.

As of the date of this Prospectus, ABI anticipates that the Insurers or their
affiliates that will receive additional payments for educational support
include:


  AXA Advisors

  AIG SunAmerica
  Genworth Financial


  Lincoln Financial Distributors
  Merrill Lynch

  Pacific Life Insurance Co.
  Prudential

  RiverSource Distributors

  SunLife Financial

  Transamerica Capital

Although the Portfolios may use brokers and dealers who sell shares of the
Portfolios to effect portfolio transactions, the Portfolios do not consider the
sale of AllianceBernstein Mutual Fund shares as a factor when selecting brokers
or dealers to effect portfolio transactions.

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES

The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that may disadvantage long-term Contractholders. These
policies are described below. There is no guarantee that a Portfolio will be
able to detect excessive or short-term trading and to identify Contractholders
engaged in such practices, particularly with


56





respect to transactions in omnibus accounts. Contractholders should be aware
that application of these policies may have adverse consequences, as described
below, and avoid frequent trading in Portfolio shares through purchases, sales
and exchanges of shares. Each Portfolio reserves the right to restrict, reject,
or cancel, without any prior notice, any purchase or exchange order for any
reason, including any purchase or exchange order accepted by any Insurer or a
Contractholder's financial intermediary.


RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through
short-term trading, Contractholders that engage in rapid purchases and sales or
exchanges of a Portfolio's shares dilute the value of shares held by long-term
Contractholders. Volatility resulting from excessive purchases and sales or
exchanges of shares of a Portfolio, especially involving large dollar amounts,
may disrupt efficient portfolio management. In particular, a Portfolio may have
difficulty implementing its long-term investment strategies if it is forced to
maintain a higher level of its assets in cash to accommodate significant
short-term trading activity. Excessive purchases and sales or exchanges of
shares of a Portfolio may force the Portfolio to sell portfolio securities at
inopportune times to raise cash to accommodate short-term trading activity. In
addition, a Portfolio may incur increased expenses if one or more
Contractholders engage in excessive or short-term trading. For example, a
Portfolio may be forced to liquidate investments as a result of short-term
trading and incur increased brokerage costs without attaining any investment
advantage. Similarly, a Portfolio may bear increased administrative costs due
to asset level and investment volatility that accompanies patterns of
short-term trading activity. All of these factors may adversely affect
Portfolio's performance.

Investments in foreign securities may be particularly susceptible to short-term
trading strategies. This is because foreign securities are typically traded on
markets that close well before the time a Portfolio calculates its NAV at 4:00
p.m., Eastern Time, which gives rise to the possibility that developments may
have occurred in the interim that would affect the value of these securities.
The time zone differences among international stock markets can allow a
Contractholder engaging in a short-term trading strategy to exploit differences
in share prices that are based on closing prices of foreign securities
established some time before a Portfolio calculates its own share price
(referred to as "time zone arbitrage"). Each of the Portfolios has procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be fair value of those
securities at the time the Portfolio calculates its NAV. While there is no
assurance, each of the Portfolios expects that the use of fair value pricing,
in addition to the short-term trading policies discussed below, will
significantly reduce a Contractholder's ability to engage in time zone
arbitrage to the detriment of other Contractholders.

Contractholders engaging in a short-term trading strategy may also target a
Portfolio that does not invest primarily in foreign securities. If a Portfolio
invests in securities that are, among other things, thinly traded, traded
infrequently, or relatively illiquid, it has the risk that the current market
price for the securities may not accurately reflect current market values.
Contractholders may seek to engage in short-term trading to take advantage of
these pricing differences (referred to as "price arbitrage"). All Portfolios
may be adversely affected by price arbitrage.

Money market funds generally are not effective vehicles for short-term trading
activity, and therefore the risks relating to short-term trading activity are
correspondingly lower for the Money Market Portfolio.

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the
Portfolios should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolios. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. Insurers utilizing omnibus account
arrangements may not identify to the Fund, ABI or ABIS Contractholders'
transaction activity relating to shares of a particular Portfolio on an
individual basis. Consequently, the Fund, ABI and ABIS may not be able to
detect excessive or short-term trading in shares of a Portfolio attributable to
a particular Contractholder who effects purchase and redemption and/or exchange
activity in shares of the Portfolio through an Insurer acting in an omnibus
capacity. In seeking to prevent excessive or short-term trading in shares of
the Portfolios, including the maintenance of any transaction surveillance or
account blocking procedures, the Fund, ABI and ABIS consider the information
actually available to them at the time. The Fund reserves the right to modify
this policy, including any surveillance or account blocking procedures
established from time to time to effectuate this policy, at any time without
notice.

..  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and
   AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
   procedures to detect excessive or short-term trading in Portfolio shares.
   This surveillance process involves several factors, which include
   scrutinizing individual Insurer's omnibus transaction activity in Portfolio
   shares in order to seek to ascertain whether any such activity attributable
   to one or more Contractholders might constitute excessive or short-term
   trading. Insurer's omnibus transaction activity identified by these
   surveillance procedures, or as a result of any other information actually
   available at the time, will be evaluated to determine whether such activity
   might indicate excessive or short-term trading activity attributable to one
   or more Contractholders. These surveillance procedures may be modified from
   time to time, as necessary or appropriate to improve the detection of
   excessive or short-term trading or to address specific circumstances.

..  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern

                                                                             57




  of transactions identified by the transaction surveillance procedures
  described above is excessive or short-term trading in nature, the relevant
  Insurer's omnibus account(s) will be immediately "blocked" and no future
  purchase or exchange activity will be permitted, except to the extent the
  Fund, ABI or ABIS has been informed in writing that the terms and conditions
  of a particular contract may limit the Fund's ability to apply its short-term
  trading policy to Contractholder activity as discussed below. As a result,
  any Contractholder seeking to engage through an Insurer in purchase or
  exchange activity in shares of one or more Portfolios under a particular
  contract will be prevented from doing so. However, sales of Portfolio shares
  back to the Portfolio or redemptions will continue to be permitted in
  accordance with the terms of the Portfolio's current Prospectus. In the event
  an account is blocked, certain account-related privileges, such as the
  ability to place purchase, sale and exchange orders over the internet or by
  phone, may also be suspended. As a result, unless the Contractholder redeems
  his or her shares, the Contractholder effectively may be "locked" into an
  investment in shares of one or more of the Portfolios that the Contractholder
  did not intend to hold on a long-term basis or that may not be appropriate
  for the Contractholder's risk profile. To rectify this situation, a
  Contractholder with a "blocked" account may be forced to redeem Portfolio
  shares, which could be costly if, for example, these shares have declined in
  value. To avoid this risk, a Contractholder should carefully monitor the
  purchases, sales, and exchanges of Portfolio shares and avoid frequent
  trading in Portfolio shares. An Insurer's omnibus account that is blocked
  will generally remain blocked unless and until the Insurer provides evidence
  or assurance acceptable to the Fund that one or more Contractholders did not
  or will not in the future engage in excessive or short-term trading.

..  APPLICATIONS OF SURVEILLANCE PROCEDURES AND RESTRICTIONS TO OMNIBUS
   ACCOUNTS. The Portfolios apply their surveillance procedures to Insurers. As
   required by Commission rules, the Portfolios have entered into agreements
   with all of their financial intermediaries that require the financial
   intermediaries to provide the Portfolios, upon the request of the Portfolios
   or their agents, with individual account level information about their
   transactions. If the Portfolios detect excessive trading through their
   monitoring of omnibus accounts, including trading at the individual account
   level, Insurers will also execute instructions from the Portfolios to take
   actions to curtail the activity, which may include applying blocks to
   account to prohibit future purchases and exchanges of Portfolio shares.

HOW THE PORTFOLIOS VALUE THEIR SHARES
Each Portfolio's NAV is calculated at the close of regular trading on the
Exchange (ordinarily, 4:00 p.m., Eastern Time), only on days when the Exchange
is open for business. To calculate NAV (except for the ALLIANCEBERNSTEIN MONEY
MARKET PORTFOLIO), a Portfolio's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. If a Portfolio invests in securities that are primarily
traded on foreign exchanges that trade on weekends or other days when the
Portfolio does not price its shares, the NAV of the Portfolio's shares may
change on days when shareholders will not be able to purchase or redeem their
shares in the Portfolio.

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO'S NAV is expected to be constant
at $1.00 share, although this value is not guaranteed. The NAV is calculated at
4:00 p.m., Eastern Time, each day the Exchange is open for business. The
Portfolio values its securities at their amortized cost. This method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the investment.

The Portfolios value their securities at their current market value determined
on the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Board. When
a Portfolio uses fair value pricing, it may take into account any factors it
deems appropriate. A Portfolio may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The prices of securities used by a Portfolio to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing involves subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.

The Portfolios expect to use fair value pricing for securities primarily traded
on U.S. exchanges only under very limited circumstances, such as the early
closing of the exchange on which a security is traded or suspension of trading
in the security. The Portfolios may use fair value pricing more frequently for
securities primarily traded in foreign markets because, among other things,
most foreign markets close well before the Portfolios value their 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. For example, the Portfolios believe that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolios may frequently value
many of their foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.

Subject to the Board's oversight, the Board has delegated responsibility for
valuing a Portfolio's assets to the Adviser. The Adviser has established a
Valuation Committee, which operates under the policies and procedures approved
by the Board, to value the Portfolio's assets on behalf of the Portfolio. The
Valuation Committee values Portfolio assets as described above.

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by a Portfolio.

58




MANAGEMENT OF THE PORTFOLIOS
--------------------------------------------------------------------------------

INVESTMENT ADVISER

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser is a leading international
investment adviser managing client accounts with assets as of December 31,
2009, totaling more than $496 billion (of which over $76 billion represented
assets of investment companies). As of December 31, 2009, the Adviser managed
retirement assets for many of the largest public and private employee benefit
plans (including 42 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 39 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, there are 35
registered investment companies managed by the Adviser, comprising 110 separate
investment portfolios, with approximately 3.5 million retail accounts.


The Adviser provides investment advisory services and order placement
facilities for the Portfolios. For these advisory services, for the fiscal year
ended December 31, 2009, each of the Portfolios paid the Adviser as a
percentage of average daily net assets:




                                                        FEE AS A PERCENTAGE OF
 PORTFOLIO                                             AVERAGE DAILY NET ASSETS
 ------------------------------------------------------------------------------
                                                    
 AllianceBernstein Money Market Portfolio                        .45%
 AllianceBernstein Intermediate Bond Portfolio                   .45%
 AllianceBernstein Large Cap Growth Portfolio                    .75%
 AllianceBernstein Growth and Income Portfolio                   .55%
 AllianceBernstein Growth Portfolio                              .75%
 AllianceBernstein International Growth Portfolio                .75%
 AllianceBernstein Global Thematic Growth Portfolio              .75%
 AllianceBernstein Small Cap Growth Portfolio                    .75%
 AllianceBernstein Real Estate Investment Portfolio              .55%
 AllianceBernstein International Value Portfolio                 .75%
 AllianceBernstein Small/Mid Cap Value Portfolio                 .75%
 AllianceBernstein Value Portfolio                               .55%
 AllianceBernstein Balanced Wealth Strategy Portfolio            .55%




A discussion regarding the basis for the Board's approval of each Portfolio's
investment advisory agreement is available in the Portfolio's annual report to
shareholders for the period ending December 31, 2009 (in the case of
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, ALLIANCEBERNSTEIN INTERMEDIATE BOND
PORTFOLIO, and ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO) or in the
Portfolio's semi-annual report to shareholders for the period ending June 30,
2009 (in the case of each other Portfolio).


The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from a Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of a Portfolio. The Adviser
may, from time to time, make recommendations that result in the purchase or
sale of a particular security by its other clients simultaneously with a
Portfolio. If transactions on behalf of more than one client during the same
period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. It
is the policy of the Adviser to allocate advisory recommendations and the
placing of orders in a manner that is deemed equitable by the Adviser to the
accounts involved, including a Portfolio. When two or more of the clients of
the Adviser (including a Portfolio) are purchasing or selling the same security
on a given day from the same broker-dealer, such transactions may be averaged
as to price.

PORTFOLIO MANAGERS
The management of, and investment decisions for, the ALLIANCEBERNSTEIN GROWTH
AND INCOME PORTFOLIO are made by the Adviser's Relative Value Investment Team.
The Relative Value Investment Team relies heavily on the fundamental analysis
and research of the Adviser's large internal research staff. While the members
of the team work jointly to determine the investment strategy, including
security selection, for the Portfolio, Mr. Frank Caruso, CFA, who is Chief
Investment Officer of the Adviser's Relative Value Investment Team, is
primarily responsible for the day-to-day management of the Portfolio (since
2001). Mr. Caruso is a Senior Vice President of the Adviser, with which he has
been associated in a substantially similar capacity to his current position
since prior to 2005.

The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO are made by the Adviser's U.S.
Core Fixed Income Investment Team. The U.S. Core Fixed Income Investment Team
relies heavily on the fundamental analysis and research of the Adviser's large
internal research staff.

The following table lists the persons within the U.S. Core Fixed Income
Investment Team with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:




                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                          
Paul J. DeNoon; since March 2009; Senior     Senior Vice President of the Adviser,
Vice President of the Adviser                with which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2005.

Shawn E. Keegan; since April 2007; Vice      Vice President of the Adviser, with
President of the Adviser                     which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2005.

Alison M. Martier; since April 2007; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser and Director   with which she has been associated in
of Fixed-Income Senior Portfolio             a substantially similar capacity to her
Management Team                              current position as a portfolio manager
                                             since prior to 2005, and Director of
                                             Fixed-Income Senior Portfolio
                                             Management Team.




                                                                             59







                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                         
Douglas J. Peebles; since November 2007;    Executive Vice President of the Adviser,
Executive Vice President of the Adviser,    with which he has been associated in a
Chief Investment Officer and Head of        substantially similar capacity to his
Fixed-Income                                current position as a portfolio manager
                                            since prior to 2005, Chief Investment
                                            Officer and Head of Fixed-Income.

Greg J. Wilensky; since April 2007; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser               with which he has been
                                            associated in a substantially similar
                                            capacity to his current position
                                            as a portfolio manager since prior to
                                            2005.




The day-to-day management of and investment decisions for the ALLIANCEBERNSTEIN
GROWTH PORTFOLIO are made by the Adviser's U.S. Growth senior sector analysts,
with oversight by the Adviser's U.S. Growth Portfolio Oversight Group. Stock
selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior sector analyst dedicated to that sector. The senior
sector analyst relies heavily on the fundamental and quantitative analysis and
research of the Adviser's industry focused equity analysts in the U.S. and
abroad.

The Adviser's U.S. Growth Portfolio Oversight Group, comprised of senior
investment professionals, in consultation with the U.S. Growth senior sector
analysts, is responsible for determining the market sectors in which the
Portfolio invests and the percentage allocation into each sector.

The following table lists the senior members of the U.S. Growth Portfolio
Oversight Group with the responsibility for day-to-day management of the
Portfolio's portfolio, the length of time that each person has been jointly and
primarily responsible for the Portfolio, and each person's principal occupation
during the past five years:




                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------------
                                        
William D. Baird; since 2006; Senior Vice  Senior Vice President of the Adviser,
President of the Adviser                   with which he has been associated in a
                                           substantially similar capacity to his
                                           current position as a portfolio manager
                                           since prior to 2005.

Frank V. Caruso; since December 2008;      (see above)
Senior Vice President of the Adviser

Lisa A. Shalett; since December 2008;      Executive Vice President of the Adviser,
Executive Vice President of the Adviser    with which she has been associated in a
                                           substantially similar capacity to her
                                           current position as a portfolio manager
                                           since prior to 2005. In February 2007, she
                                           joined the management team of Alliance
                                           Growth Equities as the Global Research
                                           Director and was named Global Head of
                                           Growth Equities in January 2008. For the
                                           four years prior, Ms. Shalett was Chair
                                           and Chief Executive Officer of Sanford C.
                                           Bernstein LLC, the firm's institutional
                                           research brokerage business.

Vadim Zlotnikov; since December 2008;      Executive Vice President of the Adviser,
Executive Vice President of the Adviser    and Chief Investment Officer of Growth
                                           Equities and Head of Growth Portfolio
                                           Analytics since January 2008. Prior
                                           thereto, he was the Chief Investment
                                           Strategist for Sanford C. Bernstein's
                                           institutional research unit since prior to
                                           2005.




The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO'S portfolio will be made by
the Adviser's Global Thematic Growth Portfolio Oversight Group, co-headed by
Catherine Wood and Stephen Tong and comprised of representatives of the
Adviser's Global Economic Research Team, Growth Quantitative Research Team,
Early Stage Growth Team and Research on Strategic Change Team. Each Investment
Team relies heavily on the fundamental analysis and research of the Adviser's
large internal research staff.

The following table lists the senior members of the Teams with the most
significant responsibility for the day-to-day management of the Portfolio's
portfolio, the length of time that each person has been jointly and primarily
responsible for the Portfolio, and each person's principal occupation during
the past five years.




                                                 PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS
------------------------------------------------------------------------------------
                                       
Joseph G. Carson; since May 2009; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser             with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005 and Director of
                                          Global Economic Research on Fixed-
                                          Income.

Amy P. Raskin; since May 2009; Senior     Senior Vice President of the Adviser,
Vice President of the Adviser             with which she has been associated in
                                          a substantially similar capacity to her
                                          current position as a portfolio manager
                                          since prior to 2005. She is also Director
                                          of Research on Strategic Change since
                                          2006 and Director of Early Stage
                                          Growth Unit since 2008.

Andrew S. Reiss; since November 2009;     Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005. He is also Director
                                          of Research on Strategic Change.

Robert W. Scheetz; since November 2009;   Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005.

Lisa A. Shalett; since May 2009; (see     (see above)
above)

Catherine D. Wood; since May 2009;        Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which she has been associated in
                                          a substantially similar capacity to her
                                          current position as a portfolio manager
                                          since prior to 2005. She is also the
                                          Chief Investment Officer of Strategic
                                          Research.

Vadim Zlotnikov; since May 2009; (see     (see above)
above)






The management of, and investment decisions for, the ALLIANCEBERNSTEIN
INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's International Growth
senior sector analysts, with oversight by the Adviser's International Growth
Portfolio Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior sector analyst dedicated to his/her respective
sector. The senior sector analysts

60




rely heavily on the fundamental and quantitative analysis and research of the
Adviser's industry-focused equity analysts in the United States and abroad.

The Adviser's International Growth Portfolio Oversight Group, comprised of
senior investment professionals, in consultation with the International Growth
senior sector analysts, is responsible for determining the market sectors in
which the Portfolio invests and the percentage allocation into each sector. No
one person is principally responsible for making recommendations for the
Portfolio's portfolio.

The following table lists the members of the International Growth Portfolio
Oversight Group with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:




                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE;                              THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                         
Gregory P. Eckersley; since 2006; Senior    Senior Vice President of the Adviser,
Vice President of the Adviser               with which he has been associated in a
                                            substantially similar capacity to his
                                            current position as a portfolio manager
                                            since prior to 2005.

Robert W. Scheetz; since 2006; (see above)  (see above)

Christopher M. Toub; since 2005;            Executive Vice President of the Adviser,
Executive Vice President of the Adviser     with which he has been associated in a
                                            substantially similar capacity to his
                                            current position as a portfolio manager
                                            since prior to 2005.





The management of, and investment decisions for, each of the other Portfolios'
portfolios are made by certain Senior Investment Management Teams or Investment
Teams. Each Investment Policy Group or Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff. No one person is principally responsible for making recommendations for
each Portfolio's portfolio.

The following table lists the Senior Investment Management Teams or Investment
Teams, as applicable, the persons within each Investment Policy Group or
Investment Team with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:





                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
 AllianceBernstein Small   Bruce K. Aronow; since    Senior Vice President of
 Cap Growth Portfolio      2000; Senior Vice         the Adviser, with which
 Small Cap Growth          President of the Adviser  he has been associated
 Investment Team           and Small Cap Growth      in a substantially
                           Team Leader               similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           N. Kumar Kirpalani;       Senior Vice President of
                           since 2005; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Samantha S. Lau; since    Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  she has been associated
                                                     in a substantially
                                                     similar capacity to her
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Wen-Tse Tseng; since      Vice President of the
                           2006; Vice President of   Adviser, with which he
                           the Adviser               has been associated in a
                                                     substantially similar
                                                     capacity to his current
                                                     position as a portfolio
                                                     manager since March
                                                     2006. Prior thereto, he
                                                     was the healthcare-
                                                     sector portfolio manager
                                                     for the small-cap growth
                                                     team at William D.
                                                     Witter from September
                                                     2003 to February 2006.
                                                     He also worked at Weiss,
                                                     Peck & Greer, managing
                                                     the healthcare-sector
                                                     with the same team with
                                                     which he worked at
                                                     William D. Witter, from
                                                     April 2002 to August
                                                     2003.




                                                                             61







                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
 AllianceBernstein Real    Teresa Marziano; since    Senior Vice President of
 Estate Investment         2004; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  she has been associated
 REIT Senior Investment    and Chief Investment      in a substantially
 Management Team           Officer of Global Real    similar capacity to her
                           Estate Investments        current position as a
                                                     portfolio manager since
                                                     prior to 2005 and Chief
                                                     Investment Officer of
                                                     Global Real Estate
                                                     Investments since July
                                                     2004. Prior thereto, she
                                                     was Co-Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments since
                                                     July 2004 and a Senior
                                                     Analyst of investment
                                                     research at Sanford
                                                     C. Bernstein & Co., Inc.
                                                     ("SCB") since prior to
                                                     2005.

                           Diane Won; since 2010;    Senior Vice President of
                           Senior Vice President of  the Adviser, with which
                           the Adviser               she has been associated
                                                     in a substantially
                                                     similar capacity to her
                                                     current position as a
                                                     portfolio manager since
                                                     June 2005. Previously,
                                                     she was a senior case
                                                     team leader at Monitor
                                                     Group, concentrating on
                                                     business, operations,
                                                     and sales and marketing
                                                     strategy.

                           Prashant Tewari; since    Vice President of the
                           2010; Vice President of   Adviser, with which he
                           the Adviser               has been associated in a
                                                     substantially similar
                                                     capacity to his current
                                                     position as a portfolio
                                                     manager since prior to
                                                     2005.

 AllianceBernstein         Henry S. D'Auria; since   Senior Vice President of
 International Value       2003; Senior Vice         the Adviser, with which
 Portfolio                 President of the          he has been associated
 International Value       Adviser, Chief            in a substantially
 Senior Investment         Investment Officer of     similar capacity to his
 Management Team           Emerging Markets Value    current position as a
                           Equities, and Co-Chief    portfolio manager since
                           Investment Officer of     prior to 2005, Chief
                           International Value       Investment Officer of
                           Equities                  Emerging Markets Value
                                                     Equities since 2002 and
                                                     Co-Chief Investment
                                                     Officer of International
                                                     Value Equities of the
                                                     Adviser since June 2003.

                           Sharon E. Fay; since      Executive Vice President
                           2005; Executive Vice      and Chief Investment
                           President of the Adviser  Officer of Global Value
                           and Chief Investment      Equities at the Adviser
                           Officer of Global Value   since prior to 2005 and
                           Equities                  the head of Value
                                                     Equities at SCB. She has
                                                     chaired the Global Value
                                                     Investment Policy Groups
                                                     since prior to 2005.

                           Eric J. Franco; since     Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Kevin F. Simms; since     Senior Vice President of
                           inception; Senior Vice    the Adviser, with which
                           President of the          he has been associated
                           Adviser, Co-Chief         in a substantially
                           Investment Officer of     similar capacity to his
                           International Value       current position as a
                           Equities, and Global      portfolio manager since
                           Director of Value         prior to 2005 and
                           Research                  Co-Chief Investment
                                                     Officer of International
                                                     Value Equities at the
                                                     Adviser since 2003. He
                                                     is also Global Director
                                                     of Value Research at the
                                                     Adviser since prior to
                                                     2005.

 AllianceBernstein         James W. MacGregor;       Senior Vice President of
 Small/Mid Cap Value       since 2005; Senior Vice   the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 Small/Mid Cap Value       and Chief Investment      in a substantially
 Senior Investment         Officer--Small- and       similar capacity to his
 Management Team           Mid-Cap Value Equities    current position as a
                           (since 2009)              portfolio manager since
                                                     prior to 2005. He is
                                                     also currently Chief
                                                     Investment
                                                     Officer--Small- and
                                                     Mid-Cap Value Equities.

                           Joseph G. Paul; since     Senior Vice President of
                           2002; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Chief Investment      in a substantially
                           Officer--North American   similar capacity to his
                           Value Equities and        current position as a
                           Co-Chief Investment       portfolio manager since
                           Officer--US Large Cap     prior to 2005. He is
                           Value Equities            also Co-Chief Investment
                                                     Officer--US Large Cap
                                                     Value Equities, Chief
                                                     Investment
                                                     Officer--North American
                                                     Value Equities, and
                                                     Global Head of
                                                     Diversified Value. Until
                                                     2009, he was Chief
                                                     Investment
                                                     Officer--Small and
                                                     Mid-Capitalization Value
                                                     Equities, Co-Chief
                                                     Investment Officer of
                                                     Real Estate Investments,
                                                     and Chief Investment
                                                     Officer of Advanced
                                                     Value since prior to
                                                     2005.

                           Andrew J. Weiner; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           in a substantially
                           Research--Small- and      similar capacity to his
                           Mid-Cap Value Equities    current position as a
                                                     portfolio manager since
                                                     prior to 2005. He is
                                                     also Director of
                                                     Research--Small- and
                                                     Mid-Cap Value Equities
                                                     since 2009.

 AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of
 Portfolio                 since 2005; Senior Vice   the Adviser, with which
 North American Senior     President of the Adviser  he has been associated
 Investment Management                               in a substantially
 Team                                                similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.




62







                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
                           Joseph G. Paul; since     (see above)
                           2002; (see above)

                           John D. Phillips; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           David Yuen; since May     Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Co-Chief Investment   in a substantially
                           Officer and Director of   similar capacity to his
                           Research--U.S. Large Cap  current position as a
                           Value Equities            portfolio manager since
                                                     prior to 2005. He is
                                                     also Co-Chief Investment
                                                     Officer and Director of
                                                     Research--U.S. Large Cap
                                                     Value Equities.

 AllianceBernstein Large   Joseph R. Elegante;       Senior Vice President of
 Cap Growth Portfolio      since 2010; Senior Vice   the Adviser, with which
 U.S. Large Cap Growth     President of the Adviser  he has been associated
 Investment Team                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr.
                                                     Elegante has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2004.

                           Jason P. Ley; since       Senior Vice President of
                           2010; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr. Ley
                                                     has been a member of the
                                                     U.S. Large Cap Growth
                                                     Investment Team since
                                                     2000.

                           David F. Randell; since   Senior Vice President of
                           2010; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     2007. Mr. Randell has
                                                     been a member of the
                                                     U.S. Large Cap Growth
                                                     Investment Team since
                                                     2007. Prior thereto, a
                                                     principal and a member
                                                     of the Investment
                                                     Committee of GTCR Golder
                                                     Rauner LLC, a private
                                                     equity firm, since prior
                                                     to 2005.

                           P. Scott Wallace; since   Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr.
                                                     Wallace has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2001.

 AllianceBernstein         Thomas J. Fontaine;       Senior Vice President of
 Balanced Wealth Strategy  since July 2008; Senior   the Adviser and since
 Portfolio                 Vice President of the     June 2008 Director of
 Multi-Asset               Adviser and Director of   Research--Defined
 Solutions Team            Research--Defined         Contribution.
                           Contribution              Previously, he was a
                                                     Director of Research for
                                                     the Adviser's Style
                                                     Blend Services, a member
                                                     of the Blend Investment
                                                     Policy Team from
                                                     February 2006 to June
                                                     2008 and served as a
                                                     senior quantitative
                                                     analyst since prior to
                                                     2005.

                           Dokyoung Lee; since July  Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           in a similar capacity to
                           Research--Blend           his current position as
                           Strategies                a portfolio manager
                                                     since prior to 2005 and
                                                     Director of
                                                     Research--Blend
                                                     Strategies since June
                                                     2008.

                           Seth J. Masters; since    Executive Vice President
                           inception; Executive      of the Adviser, with
                           Senior Vice President of  which he has been
                           the Adviser and Chief     associated in a
                           Investment Officer of     substantially similar
                           Blend Strategies and      capacity to his current
                           Defined Contribution      position as a portfolio
                                                     manager since prior to
                                                     2005 and Chief
                                                     Investment Officer of
                                                     Blend Strategies and
                                                     Defined Contribution.

                           Christopher H. Nikolich;  Senior Vice President of
                           since inception; Senior   the Adviser, with which
                           Vice President of the     he has been associated
                           Adviser                   in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Patrick J. Rudden; since  Senior Vice President of
                           February 2009; Senior     the Adviser, with which
                           Vice President of the     he has been associated
                           Adviser                   in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005 and Global
                                                     Head of Institutional
                                                     Investment Solutions. He
                                                     is a member of the
                                                     Global, European and UK
                                                     Value Equity Investment
                                                     Policy Groups.




                                                                             63







PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Although the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO itself has
limited performance history, certain of the investment teams employed by the
Adviser in managing the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
have experience in managing discretionary accounts of institutional clients
and/or other registered investment companies and portions thereof (the "Equity
and Fixed-Income Historical Accounts") that have substantially the same
investment objectives and policies and are managed in accordance with
essentially the same investment strategies as those applicable to the portions
of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO they manage. The
Equity and Fixed-Income Historical Accounts that are not registered investment
companies or portions thereof are not subject to certain limitations,
diversification requirements and other restrictions imposed under the 1940 Act
and the Internal Revenue Code to which the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO, as a registered investment company, is subject and which,
if applicable to the Equity and Fixed-Income Historical Accounts, may have
adversely affected the performance of the Equity and Fixed-Income Historical
Accounts.

Set forth below is performance data provided by the Adviser relating to the
Equity and Fixed-Income Historical Accounts managed by investment teams that
manage the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets.
Performance data is shown for the period during which the relevant investment
team of the Adviser or its Bernstein unit managed the Equity and Fixed-Income
Historical Accounts through December 31, 2009. The aggregate assets for the
Equity and Fixed-Income Historical Accounts managed by each investment team as
of December 31, 2009 are also shown. Each of an investment team's Equity and
Fixed-Income Historical Accounts has a nearly identical composition of
investment holdings and related percentage weightings.

The performance data is net of all fees (including brokerage commissions)
charged to the Equity and Fixed-Income Historical Accounts, calculated on a
monthly basis. The data has not been adjusted to reflect any fees that will be
payable by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO, which may
be higher than the fees imposed on the Equity and Fixed-Income Historical
Accounts, and will reduce the returns of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO. The data has not been adjusted to reflect the fees imposed
by insurance company separate accounts in connection with variable products
that invest in the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO. Except
as noted, the performance data has also not been adjusted for corporate or
individual taxes, if any, payable by account owners.

The Adviser has calculated the investment performance of the Equity and
Fixed-Income Historical Accounts on a trade-date basis. Dividends have been
accrued at the end of the month and cash flows weighted daily. Composite
investment performance for US Large Cap Value, International Large Cap Value
and International Large Cap Growth accounts has been determined on an equal
weighted basis for periods prior to January 1, 2003 and on an asset weighted
basis for periods subsequent thereto. Composite investment performance for all
other accounts has been determined on an asset weighted basis. New accounts are
included in the composite investment performance computations at the beginning
of the quarter following the initial contribution. The total returns set forth
below are calculated using a method that links the monthly return amounts for
the disclosed periods, resulting in a time-weighted rate of return. Other
methods of computing the investment performance of the Equity and Fixed-Income
Historical Accounts may produce different results, and the results for
different periods may vary.

The Russell 1000(R) universe of securities is compiled by Frank Russell Company
and is segmented into two style indices, based on a "non-linear probability"
method to assign stocks to the growth and value style indices. The term
"probability" is used to indicate the degree of certainty that a stock is value
or growth based on its relative book-to-price ratio and I/B/E/S forecast
long-term growth mean. The Russell 1000(R) Growth Index ("Russell 1000 Growth")
is designed to include those Russell 1000(R) securities with higher
price-to-book ratios and higher forecasted growth values. In contrast, the
Russell 1000(R) Value Index ("Russell 1000 Value") is designed to include those
Russell 1000(R) securities with lower price-to-book ratios and lower forecasted
growth values.

The Morgan Stanley Capital International Europe, Australasia, Far East Index
(the "MSCI EAFE Index") is an international, unmanaged, weighted stock market
index that includes over 1,000 securities listed on the stock exchanges of 21
developed market countries from Europe, Australia and the Far East.

The unmanaged Barclays Capital U.S. Aggregate Index ("Barclays Capital U.S.
Aggregate") is composed of the Mortgage-Backed Securities Index, the
Asset-Backed Securities Index and the Government/Corporate Bond Index. It is a
broad measure of the performance of taxable bonds in the US market, with
maturities of at least one year.

The FTSE EPRA/NAREIT Developed Global Real Estate Index ("FTSE EPRA/NAREIT
Developed Index") is a free- floating, market capitalization weighted index
structured in such a way that it can be considered to represent general trends
in all eligible real estate stocks worldwide. The index is designed to reflect
the stock performance of companies engaged in specific aspects of the North
American, European and Asian real estate markets.

To the extent an investment team utilizes investment techniques such as futures
or options, the indices shown may not be substantially comparable to the
performance of the investment team's Equity and Fixed-Income Historical
Accounts. The indices shown are included to illustrate material economic and
market factors that existed during the time period shown. None of the indices
reflects the deduction of any fees. If an investment team were to purchase a
portfolio of securities substantially identical to the securities comprising
the relevant index, the performance of the portion of the ALLIANCEBERNSTEIN
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to
the index would be reduced by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S

64




expenses, including brokerage commissions, advisory fees, distribution fees,
custodial fees, transfer agency costs and other administrative expenses, as
well as by the impact on the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S shareholders of sales charges and income taxes.

The following performance data is provided solely to illustrate each investment
team's performance in managing the Equity and Fixed-Income Historical Accounts
as measured against certain broad-based market indices. The performance of the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO will be affected both by
the performance of each investment team managing a portion of the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets and by the
Adviser's allocation of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S portfolio among its various investment teams. If some or all of the
investment teams employed by the Adviser in managing the ALLIANCEBERNSTEIN
BALANCED WEALTH STRATEGY PORTFOLIO were to perform relatively poorly, and/or if
the Adviser were to allocate more of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO'S portfolio to relatively poorly performing investment
teams, the performance of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO would suffer. Investors should not rely on the performance data of
the Equity and Fixed-Income Historical Accounts as an indication of future
performance of all or any portion of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO.

The investment performance for the periods presented may not be indicative of
future rates of return. The performance was not calculated pursuant to the
methodology established by the Commission that will be used to calculate the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S performance. The use of
methodology different from that used to calculate performance could result in
different performance data.

EQUITY AND FIXED-INCOME HISTORICAL ACCOUNTS
--------------------------------------------------------------------------------

NET OF FEES PERFORMANCE
For periods ended December 31, 2009, with their Aggregate Assets as of
December 31, 2009




INVESTMENT TEAMS AND                 ASSETS                                       SINCE   INCEPTION
BENCHMARKS                        (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
---------------------------------------------------------------------------------------------------
                                                                     
EQUITY
---------------------------------------------------------------------------------------------------
US Large Cap Growth                $10,868.71   36.98%  -2.09%  1.92%   -3.49%   12.91%*  12/31/77
Russell 1000 Growth                             37.21%  -1.89%  1.63%   -3.99%     N/A
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $5,707.58   21.11% -11.69% -2.22%    3.26%    3.22%    3/31/99
Russell 1000 Value                              19.69%  -8.96% -0.25%    2.47%    2.84%
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $3,927.29   32.29%  -8.26%  1.10%   -0.62%    5.50%   12/31/90
MSCI EAFE                                       31.78%  -6.04%  3.54%    1.17%    5.75%
---------------------------------------------------------------------------------------------------
International Large Cap Value       $3,664.44   38.50% -12.13%  1.62%    N/A      7.54%    3/31/01
MSCI EAFE                                       31.78%  -6.04%  3.54%    N/A      4.88%
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,235.56   36.01% -10.71%  2.61%    N/A      9.51%    9/30/03
FTSE EPRA/NAREIT Developed Index                38.26% -12.39%  2.00%    N/A      8.90%
---------------------------------------------------------------------------------------------------
FIXED INCOME
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $213.00   14.10%   5.69%  4.91%    6.34%    7.22%   12/31/86
Barclays Capital U.S. Aggregate                  5.93%   6.04%  4.97%    6.33%    7.18%
---------------------------------------------------------------------------------------------------




*The inception date for the Russell 1000 Growth Index was December 31, 1978;
 the total returns for the US Large Cap Growth Strategy and that benchmark for
 that date through 12/31/09 were 13.43% and 10.38%, respectively.


LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein
Mutual Funds, certain officers of the Adviser ("AllianceBernstein defendants");
and certain other unaffiliated defendants, as well as unnamed Doe defendants.
The Hindo Complaint was filed in the United States District Court for the
Southern District of New York by alleged shareholders of two of the
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the
Alliance defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in "late trading" and
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Securities and
Exchange Act of 1934, and Sections 206 and 215 of the Investment Advisers Act
of 1940. Plaintiffs seek an unspecified amount of compensatory damages and
rescission of their contracts with the Adviser, including recovery of all fees
paid to the Adviser pursuant to such contracts.

Following October 2, 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants. On
September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative

                                                                             65




claims; derivative claims brought on behalf of Holding; and claims brought
under ERISA by participants in the Profit Sharing Plan for Employees of the
Adviser. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Order of the
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuance dated
September 1, 2004.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding containing their
agreement to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date. The settlement amount ($30 million), which the Adviser previously accrued
and disclosed, has been disbursed. The derivative claims brought on behalf of
Holding, in which plaintiffs seek an unspecified amount of damages, remain
pending.

It is possible that these matters and or other developments resulting from
these matters could result in increased redemptions of the affected fund's
shares or other adverse consequences to those funds. This may require those
funds to sell investments to provide for sufficient liquidity and could also
have an adverse effect on the investment performance of the Portfolios.
However, the Adviser believes that these matters are not likely to have a
material adverse effect on its ability to perform advisory services relating to
those funds or the Portfolios.

66




DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO declares income dividends each
business day at 4:00 p.m., Eastern Time. The dividends are paid monthly via
automatic investment in additional full and fractional shares. As these
additional shares are entitled to income, a compounding of income occurs.

The other Portfolios declare dividends on their shares at least annually. The
income and capital gains distribution will be made in shares of each Portfolio.

See the prospectus of the separate account of the participating insurance
company for federal income tax information.

Investment income received by a Portfolio from sources within foreign countries
may be subject to foreign income taxes withheld at the source. Provided that
certain requirements are met, a Portfolio may "pass-through" to its
shareholders credits or deductions to foreign income taxes paid. Non-U.S.
investors may not be able to credit or deduct such foreign taxes.

                                                                             67




GLOSSARY
--------------------------------------------------------------------------------

BONDS are interest-bearing or discounted government or corporate securities
that obligate the issuer to pay the bond holder a specified sum of money,
usually at specified intervals, and to repay the principal amount of the loan
at maturity.

FIXED-INCOME SECURITIES are investments, such as bonds or other debt securities
or preferred stocks that pay a fixed rate of return.

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, including obligations that are
issued by private issuers that are guaranteed as to principal or interest by
the U.S. Government, its agencies or instrumentalities, or by certain
government-sponsored entities (entities chartered by or sponsored by Act of
Congress). These securities include securities backed by the full faith and
credit of the United States, those supported by the right of the issuer to
borrow from the U.S. Treasury, and those backed only by the credit of the
issuing agency or entity itself. The first category includes U.S. Treasury
securities (which are U.S. Treasury bills, notes, and bonds) and certificates
issued by GNMA. U.S. Government securities not backed by the full faith and
credit of the United States or a right to borrow from the U.S. Treasury include
certificates issued by FNMA and FHLMC.

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX covers the U.S. Dollar-denominated,
investment-grade, fixed-rate, taxable bond market of SEC-registered securities.
The Index figures do not reflect any deduction for fees, expenses or taxes.

FTSE NAREIT EQUITY REIT INDEX is an index of publicly traded REITs that own
commercial property. The Index figures do not reflect any deduction for fees,
expenses or taxes.


MSCI AC WORLD INDEX is a free float-adjusted market capitalization weighted
index that is designed to measure the equity market performance of developed
and emerging markets. As of June 2009, the MSCI AC WORLD INDEX consisted of 45
country indices comprising 23 developed and 22 emerging market country indices.
The Index figures do not reflect any deduction for fees, expenses or taxes.


MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market
capitalization index that is designed to measure the equity market performance
of developed markets, excluding the United States and Canada. The Index figures
do not reflect any deduction for fees, expenses or taxes.


MSCI WORLD INDEX is Morgan Stanley Capital International's market
capitalization weighted index composed of companies representative of the
market structure of 23 developed market countries in North America, Europe, and
the Asia/Pacific Region. The index is calculated without dividends, with net or
with gross dividends reinvested, in both U.S. Dollars and local currencies. The
Index figures do not reflect any deduction for fees, expenses or taxes.


RUSSELL 1000(R) GROWTH INDEX measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000(R)
companies with higher price-to-book ratios and higher forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 1000(R) VALUE INDEX measures the performance of the large-cap value
segment of the U.S. equity universe. It includes those Russell 1000(R)
companies with lower price-to-book ratios and lower expected growth values. The
Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 2000(R) GROWTH INDEX measures the performance of the small-cap growth
segment of the U.S. equity universe. It includes those Russell 2000(R)
companies with higher price-to-value ratios and higher forecasted growth
values. The Index figures do not reflect any deduction for fees, expenses or
taxes.

RUSSELL 2500(R) INDEX measures the performance of the small- to mid-cap segment
of the U.S. equity universe, commonly referred to as "smid" cap. The Russell
2500(R) Index is a subset of the Russell 3000(R) Index. It includes
approximately 2500 of the smallest securities based on a combination of their
market cap and current index membership. The Index figures do not reflect any
deduction for fees, expenses or taxes.

RUSSELL 2500(R) VALUE INDEX measures the performance of the small- to mid-cap
value segment of the U.S. equity universe. It includes those Russell 2500(R)
companies with lower price-to-book ratios and lower forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 3000(R) GROWTH INDEX measures the performance of the broad growth
segment of the U.S. equity universe. It includes those Russell 3000(R)
companies with higher price-to-book ratios and higher forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

S&P 500 INDEX includes 500 leading companies in leading industries of the U.S.
economy. S&P 500 is a core component of the U.S. indices that could be used as
building blocks for portfolio construction. The Index figures do not reflect
any deduction for fees, expenses or taxes.

68




FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------


The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years (or, if shorter, the
period of the Portfolio's operations). Certain information reflects financial
results for a single share of a class of each Portfolio. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). The total returns in the table do not take into account
separate account charges. If separate account charges were included, an
investor's return would have been lower. This information has been audited by
Ernst & Young LLP, the independent registered public accounting firm for all
Portfolios, whose reports, along with each Portfolio's financial statements,
are included in each Portfolio's annual report, which is available upon request.


ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------



                                                                                     YEAR ENDED DECEMBER 31,
                                                                           2009        2008     2007      2006       2005
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       -------       -------  -------  -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                      .00(a)(b)     .02      .04      .04         .02
                                                                       -------       -------  -------  -------     -------
LESS: DIVIDENDS
Dividends from net investment income                                       .00(a)(b)    (.02)    (.04)    (.04)       (.02)
                                                                       -------       -------  -------  -------     -------
Net asset value, end of period                                         $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       =======       =======  =======  =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                        .17%         1.90%    4.35%    4.22%       2.35%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $25,318       $28,520  $23,610  $27,087     $30,370
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                                .66%          .96%     .99%     .93%(d)     .93%
Expenses, before waivers and reimbursements                                .90%          .96%     .99%     .93%(d)     .93%
Net investment income                                                      .18%(b)      1.85%    4.28%    4.13%(d)    2.30%
---------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------



                                                                                     YEAR ENDED DECEMBER 31,
                                                                          2009       2008       2007      2006       2005
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  10.50   $  11.78    $ 11.78  $ 11.82     $ 12.28
                                                                       --------   --------    -------  -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .52        .51        .54      .50         .41
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     1.37      (1.22)       .01     (.06)       (.17)
Contributions from Adviser                                                 0.00        .00(f)    0.00     0.00        0.00
                                                                       --------   --------    -------  -------     -------
Net increase (decrease) in net asset value from operations                 1.89       (.71)       .55      .44         .24
                                                                       --------   --------    -------  -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.41)      (.57)      (.55)    (.48)       (.36)
Distributions from net realized gain on investment transactions            0.00       0.00       0.00     0.00        (.34)
                                                                       --------   --------    -------  -------     -------
Total dividends and distributions                                          (.41)      (.57)      (.55)    (.48)       (.70)
                                                                       --------   --------    -------  -------     -------
Net asset value, end of period                                         $  11.98   $  10.50    $ 11.78  $ 11.78     $ 11.82
                                                                       ========   ========    =======  =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                       18.51%*    (6.38)%*    4.85%    3.93%       1.98%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $129,647   $129,111    $66,305  $71,655     $83,329
Ratio to average net assets of:
Expenses                                                                    .69%       .64%       .78%     .77%(d)     .71%
Net investment income                                                      4.69%      4.72%      4.58%    4.25%(d)    3.37%
Portfolio turnover rate                                                     102%       106%        90%     327%        529%
---------------------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


                                                                             69







ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                                        YEAR ENDED DECEMBER 31,
                                                                          2009       2008        2007        2006         2005
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Net asset value, beginning of period                                   $  18.47   $  30.61    $  26.87   $  26.99      $  23.44
                                                                       --------   --------    --------   --------      --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                             .10        .04        (.01)      (.03)         (.07)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     6.82     (12.18)       3.75       (.09)         3.62
                                                                       --------   --------    --------   --------      --------
Net increase (decrease) in net asset value from operations                 6.92     (12.14)       3.74       (.12)         3.55
                                                                       --------   --------    --------   --------      --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.03)      0.00        0.00       0.00          0.00
                                                                       --------   --------    --------   --------      --------
Net asset value, end of period                                         $  25.36   $  18.47    $  30.61   $  26.87      $  26.99
                                                                       ========   ========    ========   ========      ========
TOTAL RETURN
Total investment return based on net asset value(c)                       37.52%*   (39.66)%*    13.92%*     (.44)%       15.15%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $211,940   $181,452    $395,655   $474,069      $618,980
Ratio to average net assets of:
Expenses                                                                    .88%       .84%        .82%       .84%(d)       .81%
Net investment income (loss)                                                .47%       .17%       (.03)%     (.12)%(d)     (.28)%
Portfolio turnover rate                                                      97%        89%         92%        81%           54%
---------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------



                                                                                        YEAR ENDED DECEMBER 31,
                                                                          2009       2008        2007         2006       2005
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Net asset value, beginning of period                                   $  13.10   $  26.82    $  27.19    $  24.88     $  24.08
                                                                       --------   --------    --------    --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .21        .30         .39         .36          .31
Net realized and unrealized gain (loss) on investment transactions         2.47      (9.77)        .97        3.66          .85
Contributions from Adviser                                                 0.00        .00(f)      .06        0.00         0.00
                                                                       --------   --------    --------    --------     --------
Net increase (decrease) in net asset value from operations                 2.68      (9.47)       1.42        4.02         1.16
                                                                       --------   --------    --------    --------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.58)      (.45)       (.41)       (.37)        (.36)
Distributions from net realized gain on investment transactions            0.00      (3.80)      (1.38)      (1.34)        0.00
                                                                       --------   --------    --------    --------     --------
Total dividends and distributions                                          (.58)     (4.25)      (1.79)      (1.71)        (.36)
                                                                       --------   --------    --------    --------     --------
Net asset value, end of period                                         $  15.20   $  13.10    $  26.82    $  27.19     $  24.88
                                                                       ========   ========    ========    ========     ========
TOTAL RETURN
Total investment return based on net asset value(c)                       20.82%*   (40.60)%*     5.12%**    17.29%        4.86%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $215,085   $211,920    $456,159    $529,732     $571,372
Ratio to average net assets of:
Expenses                                                                    .63%       .62%        .59%        .61%(d)      .59%
Net investment income                                                      1.58%      1.61%       1.43%       1.42%(d)     1.29%
Portfolio turnover rate                                                     125%       184%         74%         60%          72%
--------------------------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


70







ALLIANCEBERNSTEIN GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                                      YEAR ENDED DECEMBER 31,
                                                                         2009       2008      2007        2006        2005
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $ 13.19   $ 22.91    $ 20.27   $ 20.49      $  18.30
                                                                       -------   -------    -------   -------      --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                            .04      (.04)      (.05)     (.04)         (.08)
Net realized and unrealized gain (loss) on investment transactions        4.33     (9.68)      2.69      (.18)         2.27
                                                                       -------   -------    -------   -------      --------
Net increase (decrease) in net asset value from operations                4.37     (9.72)      2.64      (.22)         2.19
                                                                       -------   -------    -------   -------      --------
Net asset value, end of period                                         $ 17.56   $ 13.19    $ 22.91   $ 20.27      $  20.49
                                                                       =======   =======    =======   =======      ========
TOTAL RETURN
Total investment return based on net asset value(c)                      33.13%*  (42.43)%*   13.02%    (1.07)%       11.97%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $37,948   $33,992    $75,834   $93,459      $123,535
Ratio to average net assets of:
Expenses                                                                  1.06%      .94%       .90%      .90%(d)       .88%
Net investment income (loss)                                               .28%     (.22)%     (.23)%    (.22)%(d)     (.43)%
Portfolio turnover rate                                                    197%      103%        60%       55%           49%
-----------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                                      YEAR ENDED DECEMBER 31,
                                                                         2009       2008        2007        2006       2005
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Net asset value, beginning of period                                   $  12.52  $ 24.89    $  30.37     $ 24.27     $ 20.18
                                                                       --------  -------    --------     -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .22      .38         .20         .30         .25
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     4.59   (12.35)       5.16        6.18        3.94
Contributions from Adviser                                                 0.00      .00(f)     0.00        0.00        0.00
                                                                       --------  -------    --------     -------     -------
Net increase (decrease) in net asset value from operations                 4.81   (11.97)       5.36        6.48        4.19
                                                                       --------  -------    --------     -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.67)    0.00        (.56)       (.23)       (.10)
Distributions from net realized gain on investment and foreign
 currency transactions                                                     0.00     (.40)     (10.28)       (.15)       0.00
                                                                       --------  -------    --------     -------     -------
Total dividends and distributions                                          (.67)    (.40)     (10.84)       (.38)       (.10)
                                                                       --------  -------    --------     -------     -------
Net asset value, end of period                                         $  16.66  $ 12.52    $  24.89     $ 30.37     $ 24.27
                                                                       ========  =======    ========     =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                       39.58%  (48.85)%*    18.13%      27.04%      20.84%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $124,335  $80,458    $165,642     $81,655     $58,438
Ratio to average net assets of:
Expenses                                                                    .99%     .98%       1.21%(d)    1.23%(d)    1.41%
Net investment income                                                      1.55%    1.93%        .66%(d)    1.11%(d)    1.16%
Portfolio turnover rate                                                     118%      90%        126%         74%         43%
-----------------------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


                                                                             71







ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                                       YEAR ENDED DECEMBER 31,
                                                                          2009       2008       2007        2006       2005
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Net asset value, beginning of period                                   $ 10.90    $ 20.71     $ 17.23   $ 15.86      $ 15.27
                                                                       -------    -------     -------   -------      -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                            .07        .00(f)     (.03)     (.05)        (.05)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    5.76      (9.81)       3.51      1.42          .64
Contributions from Adviser                                                 .00(f)     .00(f)     0.00      0.00         0.00
                                                                       -------    -------     -------   -------      -------
Net increase (decrease) in net asset value from operations                5.83      (9.81)       3.48      1.37          .59
                                                                       -------    -------     -------   -------      -------
Net asset value, end of period                                         $ 16.73    $ 10.90     $ 20.71   $ 17.23      $ 15.86
                                                                       =======    =======     =======   =======      =======
TOTAL RETURN
Total investment return based on net asset value(c)                      53.49%*+  (47.37)%*    20.20%     8.64%        3.86%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $65,358    $39,933     $93,919   $86,819      $99,781
Ratio to average net assets of:
Expenses                                                                  1.00%       .93%        .93%      .92%(d)      .92%
Net investment income (loss)                                               .52%       .00%(f)    (.15)%    (.30)%(d)    (.32)%
Portfolio turnover rate                                                    215%       141%        132%      117%          98%
------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                                      YEAR ENDED DECEMBER 31,
                                                                         2009       2008      2007        2006       2005
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  8.43   $ 15.48    $ 13.57   $ 12.26      $ 11.65
                                                                       -------   -------    -------   -------      -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(e)                                                    (.13)     (.13)      (.12)     (.12)        (.11)
Net realized and unrealized gain (loss) on investment transactions        3.65     (6.92)      2.03      1.43          .72
Contributions from Adviser                                                0.00       .00(f)    0.00      0.00         0.00
                                                                       -------   -------    -------   -------      -------
Net increase (decrease) in net asset value from operations                3.52     (7.05)      1.91      1.31          .61
                                                                       -------   -------    -------   -------      -------
Net asset value, end of period                                         $ 11.95   $  8.43    $ 15.48   $ 13.57      $ 12.26
                                                                       =======   =======    =======   =======      =======
TOTAL RETURN
Total investment return based on net asset value(c)                      41.76%*  (45.54)%*   14.08%    10.69%        5.24%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $22,876   $18,003    $39,867   $48,498      $49,453
Ratio to average net assets of:
Expenses                                                                  1.62%     1.32%      1.20%     1.16%(d)     1.18%
Net investment loss                                                      (1.33)%   (1.02)%     (.81)%    (.90)%(d)    (.93)%
Portfolio turnover rate                                                    106%      129%        88%       76%          90%
----------------------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


72







ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------



                                                                                    YEAR ENDED DECEMBER 31,
                                                                         2009     2008      2007       2006       2005
------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Net asset value, beginning of period                                   $  7.86  $ 16.23   $ 22.83   $ 19.98     $ 20.66
                                                                       -------  -------   -------   -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .19      .26       .22       .29         .32
Net realized and unrealized gain (loss) on investment transactions        1.98    (4.38)    (2.91)     6.02        1.84
                                                                       -------  -------   -------   -------     -------
Net increase (decrease) in net asset value from operations                2.17    (4.12)    (2.69)     6.31        2.16
                                                                       -------  -------   -------   -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.23)    (.26)     (.30)     (.47)       (.68)
Distributions from net realized gain on investment transactions           (.16)   (3.99)    (3.61)    (2.99)      (2.16)
                                                                       -------  -------   -------   -------     -------
Total dividends and distributions                                         (.39)   (4.25)    (3.91)    (3.46)      (2.84)
                                                                       -------  -------   -------   -------     -------
Net asset value, end of period                                         $  9.64  $  7.86   $ 16.23   $ 22.83     $ 19.98
                                                                       =======  =======   =======   =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                      29.46%  (35.68)%  (14.53)%   35.22%      11.67%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $38,317  $24,082   $50,015   $80,317     $67,161
Ratio to average net assets of:
Expenses                                                                  1.25%    1.01%      .85%      .83%(d)     .83%
Net investment income                                                     2.50%    2.13%     1.09%     1.33%(d)    1.64%
Portfolio turnover rate                                                     94%      46%       51%       47%         46%
------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------



                                                                                       YEAR ENDED DECEMBER 31,
                                                                         2009       2008      2007        2006        2005
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  11.05  $  25.14   $  24.96  $  19.07     $ 16.70
                                                                       --------  --------   --------  --------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .29       .54        .43       .38         .26(b)
Net realized and unrealized gain(loss) on investment and foreign
 currency transactions                                                     3.54    (13.15)      1.07      6.21        2.49
                                                                       --------  --------   --------  --------     -------
Net increase (decrease) in net asset value from operations                 3.83    (12.61)      1.50      6.59        2.75
                                                                       --------  --------   --------  --------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.18)     (.23)      (.31)     (.30)       (.10)
Distributions from net realized gain on investment transactions            0.00     (1.25)     (1.01)     (.40)       (.28)
                                                                       --------  --------   --------  --------     -------
Total dividends and distributions                                          (.18)    (1.48)     (1.32)     (.70)       (.38)
                                                                       --------  --------   --------  --------     -------
Net asset value, end of period                                         $  14.70  $  11.05   $  25.14  $  24.96     $ 19.07
                                                                       ========  ========   ========  ========     =======
TOTAL RETURN
Total investment return based on net asset value(c)                       34.68%   (53.18)%     5.84%    35.36%      16.92%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $179,342  $155,183   $219,691  $129,837     $56,692
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                                 .83%      .81%       .81%      .85%(d)     .86%
Expenses, before waivers and reimbursements                                 .83%      .81%       .81%      .85%(d)     .87%
Net investment income                                                      2.40%     2.98%      1.68%     1.75%(d)    1.54%(b)
Portfolio turnover rate                                                      52%       36%        23%       25%         18%
------------------------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


                                                                             73







ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------



                                                                                       YEAR ENDED DECEMBER 31,
                                                                         2009      2008      2007        2006         2005
------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period                                   $   9.92  $ 17.11   $  18.08  $  17.06     $  16.84
                                                                       --------  -------   --------  --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .08      .13        .11       .20          .09(a)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     4.01    (5.63)       .36      2.14         1.02
                                                                       --------  -------   --------  --------     --------
Net increase (decrease) in net asset value from operations                 4.09    (5.50)       .47      2.34         1.11
                                                                       --------  -------   --------  --------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.12)    (.11)      (.17)     (.08)        (.13)
Distributions from net realized gain on investment transactions            (.48)   (1.58)     (1.27)    (1.24)        (.76)
                                                                       --------  -------   --------  --------     --------
Total dividends and distributions                                          (.60)   (1.69)     (1.44)    (1.32)        (.89)
                                                                       --------  -------   --------  --------     --------
Net asset value, end of period                                         $  13.41  $  9.92   $  17.11  $  18.08     $  17.06
                                                                       ========  =======   ========  ========     ========
TOTAL RETURN
Total investment return based on net asset value(c)                       42.86%  (35.58)%     1.71%    14.42%        6.91%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $134,291  $99,957   $146,350  $159,804     $134,235
Ratio to average net assets of:
Expenses                                                                    .87%     .86%       .83%      .86%(d)      .87%
Net investment income                                                       .70%     .95%       .59%     1.15%(d)      .53%(b)
Portfolio turnover rate                                                      58%      49%        32%       46%          33%
------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN VALUE PORTFOLIO
--------------------------------------------------------------------------------



                                                                     YEAR ENDED DECEMBER 31,
                                                     2009      2008        2007          2006          2005
---------------------------------------------------------------------------------------------------------------
                                                                                    
Net asset value, beginning of period               $ 7.67   $ 13.92    $    15.08   $    12.94     $  12.63
                                                   ------   -------    ----------   ----------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                              .16       .27           .32          .26          .22(b)
Net realized and unrealized gain (loss) on
 investment and foreign currency transactions        1.41     (5.62)         (.85)        2.42          .49
                                                   ------   -------    ----------   ----------     --------
Net increase (decrease) in net asset value from
 operations                                          1.57     (5.35)         (.53)        2.68          .71
                                                   ------   -------    ----------   ----------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                 (.27)     (.28)         (.21)        (.16)        (.18)
Distributions from net realized gain on
 investment transactions                             0.00      (.62)         (.42)        (.38)        (.22)
                                                   ------   -------    ----------   ----------     --------
Total dividends and distributions                    (.27)     (.90)         (.63)        (.54)        (.40)
                                                   ------   -------    ----------   ----------     --------
Net asset value, end of period                     $ 8.97   $  7.67    $    13.92   $    15.08     $  12.94
                                                   ======   =======    ==========   ==========     ========
TOTAL RETURN
Total investment return based on net asset
 value(c)                                           21.12%*  (40.83)%*      (3.95)%      21.32%        5.74%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)          $1,594   $ 1,490    $3,305,460   $1,043,677     $290,673
Ratio to average net assets of:
Expenses, net of waivers and reimbursements           .70%      .67%          .65%         .69%(d)      .73%
Expenses, before waivers and reimbursements           .70%      .67%          .65%         .69%(d)      .74%
Net investment income                                2.09%     2.46%         2.17%        1.89%(d)     1.74%(b)
Portfolio turnover rate                                64%       33%           20%          17%          21%
---------------------------------------------------------------------------------------------------------------




See footnotes on page 75.


74







ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------



                                                                      YEAR ENDED DECEMBER 31,
                                                     2009         2008         2007         2006         2005
----------------------------------------------------------------------------------------------------------------
                                                                                       
Net asset value, beginning of period               $  8.63   $ 13.05        $12.87     $ 11.39        $10.69
                                                   -------   -------        ------     -------        ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                               .24       .22(b)        .31(b)      .25(b)        .18(b)
Net realized and unrealized gain (loss) on
 investment and foreign currency transactions         1.89     (3.97)          .41        1.32           .60
Contributions from Adviser                            0.00       .00(f)       0.00        0.00          0.00
                                                   -------   -------        ------     -------        ------
Net increase (decrease) in net asset value from
 operations                                           2.13     (3.75)          .72        1.57           .78
                                                   -------   -------        ------     -------        ------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                  (.10)     (.39)         (.32)       (.09)         (.05)
Distributions from net realized gain on
 investment and foreign currency transactions         0.00      (.28)         (.22)       0.00          (.03)
                                                   -------   -------        ------     -------        ------
Total dividends and distributions                     (.10)     (.67)         (.54)       (.09)         (.08)
                                                   -------   -------        ------     -------        ------
Net asset value, end of period                     $ 10.66   $  8.63        $13.05     $ 12.87        $11.39
                                                   =======   =======        ======     =======        ======
TOTAL RETURN
Total investment return based on net asset
 value(c)                                            24.88%*  (30.01)%*       5.55%      13.92%         7.30%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)          $73,120   $67,526        $   10     $11,111        $9,746
Ratio to average net assets of:
Expenses, net of waivers and reimbursements            .69%      .75%(d)       .76%        .99%(d)      1.20%
Expenses, before waivers and reimbursements            .69%      .78%(d)       .85%       1.07%(d)      1.54%
Net investment income                                 2.66%     3.08%(b)(d)   2.33%(b)    2.08%(b)(d)   1.64%(b)
Portfolio turnover rate                                 85%       93%           77%        203%          139%
----------------------------------------------------------------------------------------------------------------




Footnotes:

(a)Amount is less than $.01 per share.

(b)Net of expenses reimbursed or waived by the Adviser and/or the Distributor.

(c)Total investment return is calculated assuming an initial investment made at
   the NAV at the beginning of the period, reinvestment of all dividends and
   distributions at the NAV 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 deduction 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.

(d)The ratio includes expenses attributable to costs of proxy solicitation.

(e)Based on average shares outstanding.

(f)Amount is less than $0.005.

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the performance as
  follows:





                                                      YEAR ENDED DECEMBER 31,
                                                      2009    2008    2007
-----------------------------------------------------------------------------
                                                             
AllianceBernstein Intermediate Bond Portfolio         0.01%   0.09%      --
AllianceBernstein Large Cap Growth Portfolio          1.96%   2.10%   0.39%
AllianceBernstein Growth and Income Portfolio         0.54%   0.46%      --
AllianceBernstein Growth Portfolio                    0.41%   0.03%      --
AllianceBernstein International Growth Portfolio         --   0.01%      --
AllianceBernstein Global Thematic Growth Portfolio    0.15%   0.03%      --
AllianceBernstein Small Cap Growth Portfolio          0.28%   0.40%      --
AllianceBernstein Value Portfolio                     0.02%   0.02%      --
AllianceBernstein Balanced Wealth Strategy Portfolio  0.06%   0.10%      --




**Includes the impact of proceeds received and credited to the Portfolio in
  connection with an error made by the Adviser in processing a class action
  settlement claim, which enhanced the performance of each share class for the
  year ended December 31, 2007 by 0.19%.

+ Includes the impact of reimbursements from the Adviser, which enhanced the
  Portfolio's performance for the year ended December 31, 2009 by 0.01%.


                                                                             75




APPENDIX A
--------------------------------------------------------------------------------

BOND RATINGS
MOODY'S INVESTORS SERVICE, INC.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Absence of Rating--When no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that are
   unrated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published in
   Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

STANDARD & POOR'S RATINGS SERVICES
AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB normally exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having
significant speculative characteristics. BB indicates the lowest degree of
speculation and C the highest. While such debt will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions.

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial or

A-1




economic conditions which could lead to an inadequate capacity to pay interest
and repay principal.

B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there
is capacity to pay interest and repay principal. Adverse business, financial or
economic conditions will likely impair the capacity or willingness to pay
principal or repay interest.

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial and economic conditions to pay interest and
repay principal. In the event of adverse business, financial or economic
conditions, there is not likely to be capacity to pay interest or repay
principal.

CC--Debt rated CC is currently highly vulnerable to nonpayment.

C--The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments are being
continued.

D--The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred.

Plus (+) or Minus (-)--The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

FITCH RATINGS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA, DDD, DD or D categories.

NR--Indicates that Fitch does not rate the specific issue.

DOMINION BOND RATING SERVICE LIMITED
Each rating category is denoted by the subcategories "high" and "low". The
absence of either a "high" or "low" designation indicates the rating is in the
"middle" of the category. The AAA and D categories do not utilize "high",
"middle", and "low" as differential grades.

AAA--Long-term debt rated AAA is of the highest credit quality, with
exceptionally strong protection for the timely repayment of principal and
interest. Earnings are considered stable, the structure of the industry in
which the entity operates is strong, and the outlook for future profitability
is favorable. There are few qualifying factors present that would detract from
the performance of the entity. The strength of liquidity and coverage ratios is
unquestioned and the entity has established a credible track record of superior
performance. Given the extremely high standard that Dominion has set for this
category, few entities are able to achieve a AAA rating.

AA--Long-term debt rated AA is of superior credit quality, and protection of
interest and principal is considered high. In many cases they differ from
long-term debt rated AAA only to a small degree. Given the extremely
restrictive definition Dominion has for the AAA category, entities rated AA are
also considered to be strong credits, typically exemplifying above-average
strength in key areas of consideration and unlikely to be significantly
affected by reasonably foreseeable events.

A--Long-term debt rated A is of satisfactory credit quality. Protection of
interest and principal is still substantial, but the degree of strength is less
than that of AA rated entities. While

                                                                            A-2




"A" is a respectable rating, entities in this category are considered to be
more susceptible to adverse economic conditions and have greater cyclical
tendencies than higher-rated securities.

BBB--Long-term debt rated BBB is of adequate credit quality. Protection of
interest and principal is considered acceptable, but the entity is fairly
susceptible to adverse changes in financial and economic conditions, or there
may be other adverse conditions present which reduce the strength of the entity
and its rated securities.

BB--Long-term debt rated BB is defined to be speculative and non-investment
grade, where the degree of protection afforded interest and principal is
uncertain, particularly during periods of economic recession. Entities in the
BB range typically have limited access to capital markets and additional
liquidity support. In many cases, deficiencies in critical mass,
diversification, and competitive strength are additional negative
considerations.

B--Long-term debt rated B is considered highly speculative and there is a
reasonably high level of uncertainty as to the ability of the entity to pay
interest and principal on a continuing basis in the future, especially in
periods of economic recession or industry adversity.

CCC, CC and C--Long-term debt rated in any of these categories is very highly
speculative and is in danger of default of interest and principal. The degree
of adverse elements present is more severe than long-term debt rated B.
Long-term debt rated below B often has features which, if not remedied, may
lead to default. In practice, there is little difference between these three
categories, with CC and C normally used for lower ranking debt of companies for
which the senior debt is rated in the CCC to B range.

D--A security rated D implies the issuer has either not met a scheduled payment
of interest or principal or that the issuer has made it clear that it will miss
such a payment in the near future. In some cases, Dominion may not assign a D
rating under a bankruptcy announcement scenario, as allowances for grace
periods may exist in the underlying legal documentation. Once assigned, the D
rating will continue as long as the missed payment continues to be in arrears,
and until such time as the rating is suspended, discontinued, or reinstated by
Dominion.

A-3




APPENDIX B
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION
--------------------------------------------------------------------------------

The settlement agreement between the Adviser and the New York Attorney General
requires the Fund to include the following supplemental hypothetical investment
information that provides additional information calculated and presented in a
manner different from expense information found under "Fees and Expenses of the
Portfolios" in this Prospectus about the effect of a Portfolio's expenses,
including investment advisory fees and other Portfolio costs, on the
Portfolio's returns over a 10-year period. The chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in
Class A shares of the Portfolio assuming a 5% return each year. Except as
otherwise indicated, the chart also assumes that the current annual expense
ratio stays the same throughout the 10-year period. The current annual expense
ratio for each Portfolio is the same as stated under "Fees and Expenses of the
Portfolios." There are additional fees and expenses associated with variable
products. These fees can include mortality and expense risk charges,
administrative charges, and other charges that can significantly affect
expenses. These fees and expenses are not reflected in the following expense
information. Your actual expenses may be higher or lower.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   94.50    $10,405.50
   2             10,405.50      520.28    10,925.78      98.33     10,827.44
   3             10,827.44      541.37    11,368.82     102.32     11,266.50
   4             11,266.50      563.32    11,829.82     106.47     11,723.35
   5             11,723.35      586.17    12,309.52     110.79     12,198.73
   6             12,198.73      609.94    12,808.67     115.28     12,693.39
   7             12,693.39      634.67    13,328.06     119.95     13,208.11
   8             13,208.11      660.41    13,868.52     124.82     13,743.70
   9             13,743.70      687.18    14,430.88     129.88     14,301.01
   10            14,301.01      715.05    15,016.06     135.14     14,880.91
   --------------------------------------------------------------------------
   Cumulative                $6,018.39               $1,137.48



ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00   $ 72.45     $10,427.55
   2             10,427.55      521.38    10,948.93     75.55      10,873.38
   3             10,873.38      543.67    11,417.05     78.78      11,338.27
   4             11,338.27      566.91    11,905.18     82.15      11,823.04
   5             11,823.04      591.15    12,414.19     85.66      12,328.53
   6             12,328.53      616.43    12,944.96     89.32      12,855.64
   7             12,855.64      642.78    13,498.42     93.14      13,405.28
   8             13,405.28      670.26    14,075.55     97.12      13,978.43
   9             13,978.43      698.92    14,677.35    101.27      14,576.07
   10            14,576.07      728.80    15,304.88    105.60      15,199.27
   --------------------------------------------------------------------------
   Cumulative                $6,080.30                $881.04



ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   92.40    $10,407.60
   2             10,407.60      520.38    10,927.98      96.17     10,831.81
   3             10,831.81      541.59    11,373.40     100.09     11,273.32
   4             11,273.32      563.67    11,836.98     104.17     11,732.82
   5             11,732.82      586.64    12,319.46     108.41     12,211.05
   6             12,211.05      610.55    12,821.60     112.83     12,708.77
   7             12,708.77      635.44    13,344.21     117.43     13,226.78
   8             13,226.78      661.34    13,888.12     122.22     13,765.90
   9             13,765.90      688.30    14,454.20     127.20     14,327.00
   10            14,327.00      716.35    15,043.35     132.38     14,910.97
   --------------------------------------------------------------------------
   Cumulative                $6,024.26               $1,113.30



                                                                            B-1







ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00   $ 66.15     $10,433.85
   2             10,433.85      521.69    10,955.54     69.02      10,886.52
   3             10,886.52      544.33    11,430.85     72.01      11,358.83
   4             11,358.83      567.94    11,926.78     75.14      11,851.64
   5             11,851.64      592.58    12,444.22     78.40      12,365.82
   6             12,365.82      618.29    12,984.11     81.80      12,902.31
   7             12,902.31      645.12    13,547.43     85.35      13,462.08
   8             13,462.08      673.10    14,135.18     89.05      14,046.13
   9             14,046.13      702.31    14,748.44     92.92      14,655.52
   10            14,655.52      732.78    15,388.30     96.95      15,291.35
   --------------------------------------------------------------------------
   Cumulative                $6,098.14                $806.79



ALLIANCEBERNSTEIN GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  111.30    $10,388.70
   2             10,388.70      519.44    10,908.14     115.63     10,792.51
   3             10,792.51      539.63    11,332.13     120.12     11,212.01
   4             11,212.01      560.60    11,772.61     124.79     11,647.82
   5             11,647.82      582.39    12,230.22     129.64     12,100.58
   6             12,100.58      605.03    12,705.60     134.68     12,570.92
   7             12,570.92      628.55    13,199.47     139.91     13,059.56
   8             13,059.56      652.98    13,712.53     145.35     13,567.18
   9             13,567.18      678.36    14,245.54     151.00     14,094.54
   10            14,094.54      704.73    14,799.26     156.87     14,642.39
   --------------------------------------------------------------------------
   Cumulative                $5,971.71               $1,329.29



ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  103.95    $10,396.05
   2             10,396.05      519.80    10,915.85     108.07     10,807.79
   3             10,807.79      540.39    11,348.17     112.35     11,235.83
   4             11,235.83      561.79    11,797.62     116.80     11,680.82
   5             11,680.82      584.04    12,264.86     121.42     12,143.44
   6             12,143.44      607.17    12,750.61     126.23     12,624.38
   7             12,624.38      631.22    13,255.60     131.23     13,124.37
   8             13,124.37      656.22    13,780.59     136.43     13,644.16
   9             13,644.16      682.21    14,326.37     141.83     14,184.54
   10            14,184.54      709.23    14,893.77     147.45     14,746.32
   --------------------------------------------------------------------------
   Cumulative                $5,992.07               $1,245.76



ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  105.00    $10,395.00
   2             10,395.00      519.75    10,914.75     109.15     10,805.60
   3             10,805.60      540.28    11,345.88     113.46     11,232.42
   4             11,232.42      561.62    11,794.04     117.94     11,676.10
   5             11,676.10      583.81    12,259.91     122.60     12,137.31
   6             12,137.31      606.87    12,744.18     127.44     12,616.73
   7             12,616.73      630.84    13,247.57     132.48     13,115.10
   8             13,115.10      655.75    13,770.85     137.71     13,633.14
   9             13,633.14      681.66    14,314.80     143.15     14,171.65
   10            14,171.65      708.58    14,880.23     148.80     14,731.43
   --------------------------------------------------------------------------
   Cumulative                $5,989.16               $1,257.73



B-2







ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  170.10    $10,329.90
   2             10,329.90      516.50    10,846.40     175.71     10,670.68
   3             10,670.68      533.53    11,204.22     181.51     11,022.71
   4             11,022.71      551.14    11,573.84     187.50     11,386.35
   5             11,386.35      569.32    11,955.67     193.68     11,761.98
   6             11,761.98      588.10    12,350.08     200.07     12,150.01
   7             12,150.01      607.50    12,757.51     206.67     12,550.84
   8             12,550.84      627.54    13,178.38     213.49     12,964.89
   9             12,964.89      648.24    13,613.14     220.53     13,392.60
   10            13,392.60      669.63    14,062.24     227.81     13,834.43
   --------------------------------------------------------------------------
   Cumulative                $5,811.50               $1,977.07



ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  131.25    $10,368.75
   2             10,368.75      518.44    10,887.19     136.09     10,751.10
   3             10,751.10      537.55    11,288.65     141.11     11,147.54
   4             11,147.54      557.38    11,704.92     146.31     11,558.61
   5             11,558.61      577.93    12,136.54     151.71     11,984.83
   6             11,984.83      599.24    12,584.08     157.30     12,426.77
   7             12,426.77      621.34    13,048.11     163.10     12,885.01
   8             12,885.01      644.25    13,529.26     169.12     13,360.15
   9             13,360.15      668.01    14,028.15     175.35     13,852.80
   10            13,852.80      692.64    14,545.44     181.82     14,363.62
   --------------------------------------------------------------------------
   Cumulative                $5,916.78               $1,553.16



ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   87.15    $10,412.85
   2             10,412.85      520.64    10,933.49      90.75     10,842.74
   3             10,842.74      542.14    11,384.88      94.49     11,290.39
   4             11,290.39      564.52    11,854.91      98.40     11,756.51
   5             11,756.51      587.83    12,344.34     102.46     12,241.88
   6             12,241.88      612.09    12,853.97     106.69     12,747.28
   7             12,747.28      637.36    13,384.65     111.09     13,273.56
   8             13,273.56      663.68    13,937.23     115.68     13,821.55
   9             13,821.55      691.08    14,512.63     120.45     14,392.18
   10            14,392.18      719.61    15,111.79     125.43     14,986.36
   --------------------------------------------------------------------------
   Cumulative                $6,038.95               $1,052.59



ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   91.35    $10,408.65
   2             10,408.65      520.43    10,929.08      95.08     10,834.00
   3             10,834.00      541.70    11,375.70      98.97     11,276.73
   4             11,276.73      563.84    11,840.57     103.01     11,737.55
   5             11,737.55      586.88    12,324.43     107.22     12,217.21
   6             12,217.21      610.86    12,828.07     111.60     12,716.47
   7             12,716.47      635.82    13,352.29     116.16     13,236.12
   8             13,236.12      661.81    13,897.93     120.91     13,777.02
   9             13,777.02      688.85    14,465.87     125.85     14,340.02
   10            14,340.02      717.00    15,057.02     131.00     14,926.02
   --------------------------------------------------------------------------
   Cumulative                $6,027.19               $1,101.15



                                                                            B-3





ALLIANCEBERNSTEIN VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00   $ 73.50     $10,426.50
   2             10,426.50      521.33    10,947.83     76.63      10,871.19
   3             10,871.19      543.56    11,414.75     79.90      11,334.85
   4             11,334.85      566.74    11,901.59     83.31      11,818.28
   5             11,818.28      590.91    12,409.19     86.86      12,322.33
   6             12,322.33      616.12    12,938.44     90.57      12,847.87
   7             12,847.87      642.39    13,490.27     94.43      13,395.84
   8             13,395.84      669.79    14,065.63     98.46      13,967.17
   9             13,967.17      698.36    14,665.53    102.66      14,562.87
   10            14,562.87      728.14    15,291.01    107.04      15,183.97
   --------------------------------------------------------------------------
   Cumulative                $6,077.34                $893.36



ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00   $ 72.45     $10,427.55
   2             10,427.55      521.38    10,948.93     75.55      10,873.38
   3             10,873.38      543.67    11,417.05     78.78      11,338.27
   4             11,338.27      566.91    11,905.18     82.15      11,823.04
   5             11,823.04      591.15    12,414.19     85.66      12,328.53
   6             12,328.53      616.43    12,944.96     89.32      12,855.64
   7             12,855.64      642.78    13,498.42     93.14      13,405.28
   8             13,405.28      670.26    14,075.55     97.12      13,978.43
   9             13,978.43      698.92    14,677.35    101.27      14,576.07
   10            14,576.07      728.80    15,304.88    105.60      15,199.27
   --------------------------------------------------------------------------
   Cumulative                $6,080.30                $881.04






B-4




For more information about the Portfolios, the following documents are
available upon request:

..  ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS
The Portfolios' annual and semi-annual reports to Contractholders contain
additional information on the Portfolios' investments. In the annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affected a Portfolio's performance during its last fiscal
year.

..  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Fund has an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Fund's SAI
and the independent registered public accounting firm's report and financial
statements in each Portfolio's most recent annual report to Contractholders are
incorporated by reference into (and are legally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the
SAI, or make inquiries concerning the Portfolios, by contacting your broker or
other financial intermediary, or by contacting the Adviser:

        
BY MAIL:   AllianceBernstein Investor Services, Inc.
           P.O. Box 786003
           San Antonio, TX 78278-6003

BY PHONE:  For Information: (800) 221-5672
           For Literature: (800) 227-4618




Or you may view or obtain these documents from the Securities and Exchange
Commission ("Commission"):


..  Call the Commission at 1-202-551-8090 for information on the operation of
   the Public Reference Room.

..  Reports and other information about the Fund are available on the EDGAR
   Database on the Commission's Internet site at http://www.sec.gov


..  Copies of the information may be obtained, after paying a duplicating fee,
   by electronic request at publicinfo@sec.gov, or by writing to the
   Commission's Public Reference Section, Washington DC 20549-1520.

You also may find these documents and more information about the Adviser and
the Portfolios on the Internet at: www.alliancebernstein.com.


AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.

SEC File No. 811-05398

                                    [GRAPHIC]







VARIABLE PRODUCTS SERIES FUND


 PROSPECTUS  |  MAY 3, 2010


 AllianceBernstein Variable Products Series Fund, Inc.
 Class B Prospectus


                                                            
AllianceBernstein VPS
    Money Market Portfolio                                         Small Cap Growth Portfolio
    Intermediate Bond Portfolio                                    Real Estate Investment Portfolio
    Large Cap Growth Portfolio                                     International Value Portfolio
    Growth and Income Portfolio                                    Small/Mid Cap Value Portfolio
    Growth Portfolio                                               Value Portfolio
    International Growth Portfolio                                 Balanced Wealth Strategy Portfolio
    Global Thematic Growth Portfolio




 This Prospectus describes the Portfolios that are available as underlying
 investments through your variable contract. For information about your
 variable contract, including information about insurance-related expenses, see
 the prospectus for your variable contract which accompanies this Prospectus.

 The Securities and Exchange Commission has not approved or disapproved these
 securities or passed upon the adequacy of this Prospectus. Any representation
 to the contrary is a criminal offense.


     [LOGO]
       AB
ALLIANCEBERNSTEIN










INVESTMENT PRODUCTS OFFERED
..  ARE NOT FDIC INSURED
..  MAY LOSE VALUE
..  ARE NOT BANK GUARANTEED




TABLE OF CONTENTS
--------------------------------------------------------------------------------




                                                                    Page
                                                                 
SUMMARY INFORMATION................................................   4
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  46
INVESTING IN THE PORTFOLIOS........................................  57
MANAGEMENT OF THE PORTFOLIOS.......................................  61
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................  69
GLOSSARY...........................................................  70
FINANCIAL HIGHLIGHTS...............................................  71
APPENDIX A--BOND RATINGS........................................... A-1
APPENDIX B--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION........ B-1






SUMMARY INFORMATION
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is maximum current income to the extent
consistent with safety of principal and liquidity.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                     .45%
Distribution (12b-1) Fees           .25%
Other Expenses                      .45%
                                    -----
Total Portfolio Operating Expenses  1.15%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  117
After 3 Years   $  365
After 5 Years   $  633
After 10 Years  $1,398
----------------------





PRINCIPAL STRATEGIES
The Portfolio is a "money market fund" that seeks to maintain a stable net
asset value, or NAV, of $1.00 per share although there is no guarantee that the
Portfolio will maintain an NAV of $1.00 per share. The Portfolio invests in a
portfolio of high-quality, U.S. Dollar-denominated money market securities.


The Portfolio may invest in:

..  marketable obligations issued or guaranteed by the U.S. Government, its
   agencies or instrumentalities, including obligations that are issued by
   private issuers that are guaranteed as to principal or interest by the U.S.
   Government, its agencies or instrumentalities;

..  certificates of deposit and bankers' acceptances issued or guaranteed by, or
   time deposits maintained at, banks or savings and loan associations
   (including foreign branches of U.S. banks or U.S. or foreign branches of
   foreign banks) having total assets of more than $500 million;

..  high-quality commercial paper (or, if not rated, commercial paper determined
   by the Adviser to be of comparable quality) issued by U.S. or foreign
   companies and participation interests in loans made to companies that issue
   such commercial paper;

..  adjustable rate obligations;

4





..  asset-backed securities;

..  restricted securities (i.e., securities subject to legal or contractual
   restrictions on resale); and

..  repurchase agreements that are fully collateralized.


The Portfolio may also invest up to 25% of its net assets in money market
instruments issued by foreign branches of foreign banks.

As a money market fund, the Portfolio must meet the requirements of Securities
and Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict
conditions on the investment quality, maturity, and diversification of the
Portfolio's investments. Among other things, Rule 2a-7 requires that the
Portfolio's investments have (i) a remaining maturity of no more than 397 days,
(ii) a weighted average maturity that does not exceed 60 days, and (iii) a
weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily
and weekly liquidity standards that require the Portfolio to hold investments
of at least 10% and 30% of its total assets, respectively, in liquid assets
(i.e., cash, U.S. Government securities, and securities that mature in 1 or 5
days, respectively). Rule 2a-7 also limits the Portfolio's investments in
illiquid securities (those that cannot be sold within 7 days) to 5% of its
total assets. Although some of the requirements were added in recent amendments
to Rule 2a-7 and have different effective dates (June 30, 2010 for weighted
average maturity and weighted average life requirements and May 28, 2010 for
daily and weekly liquidity requirements and limit on investments in illiquid
securities), the Portfolio expects to be substantially in compliance with these
requirements prior to their effective dates.


PRINCIPAL RISKS
..  MONEY MARKET FUND RISK: Money market funds are sometimes unable to maintain
   an NAV at $1.00 per share and, as it is generally referred to, "break the
   buck." In that event, an investor in a money market fund would, upon
   redemption, receive less than $1.00 per share. The Portfolio's shareholders
   should not rely on or expect an affiliate of the Portfolio to purchase
   distressed assets from the Portfolio, make capital infusions, enter into
   credit support agreements or take other actions to prevent the Portfolio
   from breaking the buck. In addition, you should be aware that significant
   redemptions by large investors in the Portfolio could have a material
   adverse effect on the Portfolio's other shareholders. The Portfolio's NAV
   could be affected by forced selling during periods of high redemption
   pressures and/or illiquid markets.

..  INTEREST RATE RISK: Changes in interest rates will affect the yield and
   value of the Portfolio's investments in short-term securities. A decline in
   interest rates will affect the Portfolio's yield as these securities mature
   or are sold and the Portfolio purchases new short-term securities with lower
   yields. Generally, an increase in interest rates causes the value of a debt
   instrument to decrease. The change in value for shorter-term securities is
   usually smaller than for securities with longer maturities. In addition, if
   interest rates remain low for an extended period of time, the Portfolio may
   have difficulties in maintaining a positive yield, paying expenses out of
   the Portfolio's assets, or maintaining a stable $1.00 NAV.

..  CREDIT RISK: Credit risk is the possibility that a security's credit rating
   will be downgraded or that the issuer of the security will default (fail to
   make scheduled interest and principal payments). Credit quality can change
   rapidly in certain market environments and the default of a single holding
   could have the potential to cause significant NAV deterioration.

..  FOREIGN (NON-U.S.) RISK: Investment 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.

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are
   difficult to purchase or sell, which may prevent the Portfolio from selling
   out of these securities at an advantageous time or price.

..  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.

An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Portfolio seeks to preserve the value of your investment at $1.00 per share, it
is possible that you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and


..  the Portfolio's average annual returns for one, five and ten years.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


                                                                             5






BAR CHART

                                    [CHART]

  00      01      02      03      04      05      06      07      08      09
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 5.64    3.32    0.85    0.28    0.46    2.10    3.96    4.08    1.64    0.09

                             Calendar Year End (%)




During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 1.45%, 3RD QUARTER, 2000; AND WORST QUARTER WAS UP 0.0024%,
3RD AND 4TH QUARTER, 2009.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                 
Portfolio  0.09%   2.36%   2.23%
----------------------------------



You may obtain the most current seven-day yield information of the Portfolio by
calling 800-221-5672 or your financial intermediary.

INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


6




ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------


INVESTMENT OBJECTIVE
The Portfolio's investment objective is to generate income and price
appreciation without assuming what the Adviser considers undue risk.


FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .45%
Distribution (12b-1) Fees           .25%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .94%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   96
After 3 Years   $  300
After 5 Years   $  520
After 10 Years  $1,155
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 102% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
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 U.S. Dollar-denominated foreign
fixed-income securities and may invest up to 25% of its assets in
non-U.S. Dollar-denominated foreign fixed-income securities. These investments
may include, in each case, developed and emerging market debt securities.

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.

                                                                             7






The Portfolio may invest in mortgage-related and other asset-backed securities,
loan participations, inflation-protected 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, forwards, or swap agreements.




PRINCIPAL RISKS
..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. 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.

..  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.


..  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-U.S.) RISK: Investment 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 risk 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. The same would be true of
   asset-backed securities, such as securities backed by car loans.


..  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.

..  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 price.
   Derivatives and securities involving substantial market and credit risk tend
   to involve greater liquidity risk. The Portfolio is subject to liquidity
   risk because the market for municipal securities is generally smaller than
   many other markets.


..  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.


8





..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                    [CHART]

  00     01     02     03     04     05     06     07     08     09
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
10.84   7.60  7.54    3.61   3.52   1.75   3.59   4.60 -6.59    18.20

                             Calendar Year End (%)

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 7.97%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-4.26%, 3RD QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio                                                                                        18.20%  4.01%   5.29%
------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%   6.33%
------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE    TITLE
---------------------------------------------------------------------------------
                                   
Paul J. DeNoon      Since March 2009     Senior Vice President of the Adviser

Shawn E. Keegan     Since April 2007     Vice President of the Adviser

Alison M. Martier   Since April 2007     Senior Vice President of the Adviser

Douglas J. Peebles  Since November 2007  Executive Vice President of the Adviser

Greg J. Wilensky    Since April 2007     Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             9




ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .13%
                                    -----
Total Portfolio Operating Expenses  1.13%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  115
After 3 Years   $  359
After 5 Years   $  622
After 10 Years  $1,375
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 97% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in equity securities of a limited number of
large, carefully selected, high-quality U.S. companies. The Adviser tends to
focus on those companies that have strong management, superior industry
positions, excellent balance sheets, and superior earnings growth prospects.
Under normal circumstances, the Portfolio will invest at least 80% of its net
assets in common stocks of large-capitalization companies.


For these purposes, "large-capitalization companies" are those that, at the
time of investment, have market capitalizations within the range of market
capitalizations of companies appearing in the Russell 1000(R) Growth Index.
While the market capitalizations of companies in the Russell 1000(R) Growth
Index ranged from approximately $260 million to approximately $332 billion as
of December 31, 2009, the Portfolio normally will invest in common stocks of
companies with market capitalizations of at least $5 billion at the time of
purchase.


The Adviser expects that normally the Portfolio's portfolio will tend to
emphasize investments in securities issued by U.S. companies, although it may
invest in foreign securities. The Portfolio is designed for those seeking to
accumulate capital over time with

10





less volatility than that associated with investment in smaller companies.
Normally, the Portfolio invests in about 50-70 companies, with the 25 most
highly regarded of these companies usually constituting approximately 70% of
the Portfolio's net assets. The Portfolio is thus atypical from most equity
mutual funds in its focus on a relatively small number of intensively
researched companies.


PRINCIPAL RISKS
..  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 NAV.

..  FOREIGN (NON-U.S.) RISK: Investment 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.



..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                    [CHART]

  00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
-16.78   -17.40  -30.84  23.37  8.34  14.88   -0.68  13.61 -39.82  37.10

                             Calendar Year End (%)

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 16.66%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-19.87%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          37.10%  1.36%   -3.79%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99%
----------------------------------------------------------------------------------------------------------



                                                                             11





INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
Joseph R. Elegante     Since 2010      Senior Vice President of the Adviser

Jason P. Ley           Since 2010      Senior Vice President of the Adviser

David F. Randell       Since 2010      Senior Vice President of the Adviser

P. Scott Wallace       Since 2006      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


12




ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .88%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   90
After 3 Years   $  281
After 5 Years   $  488
After 10 Years  $1,084
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 125% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in the equity securities of U.S. companies that
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 Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies.

In determining a company's intrinsic economic value, the Adviser takes into
account many fundamental and financial factors that it believes bear on the
company's ability to perform in the future, including earnings growth,
prospective cash flows, dividend growth and growth in book value. The Adviser
then ranks each of the companies in its research universe in the relative order
of disparity between their intrinsic economic values and their current stock
prices, with companies with the greatest disparities receiving the highest
rankings (i.e., being considered the most undervalued). The Adviser anticipates
that the Portfolio's portfolio normally will include approximately 60-90
companies, with substantially all of those companies ranking in the top three
deciles of the Adviser's valuation model.

                                                                             13





The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, and as a result of how
individual companies are valued in the market, the Portfolio may be attracted
to investments in companies with different market capitalizations (i.e.,
large-, mid- or small-capitalization) or companies engaged in particular types
of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio also invests in high-quality securities of non-U.S. issuers. The
Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS
..  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-U.S.) RISK: Investment 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.

..  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.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                    [CHART]
 00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
13.60    0.15   -22.26  32.18  11.22  4.60   16.98   4.86  -40.69 20.35

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 17.52%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN
-20.14%, 4TH QUARTER, 2008


14





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio                                                                         20.35% -1.74%   1.76%
---------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%   2.47%
---------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE         LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------
                              
Frank V. Caruso     Since 2001      Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             15




ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .31%
                                    -----
Total Portfolio Operating Expenses  1.31%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  133
After 3 Years   $  415
After 5 Years   $  718
After 10 Years  $1,579
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 197% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in a domestic portfolio of equity securities of
companies selected by 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 growth. The Adviser's growth
analysts use proprietary research to seek to identify companies or industries
that other investors have underestimated, overlooked or ignored--for example,
some hidden earnings driver (including, but not limited to, reduced
competition, market share gain, better margin trend, increased customer base,
or similar factors) that would cause a company to grow faster than market
forecasts.

In consultation with the Adviser's U.S. Growth Portfolio Oversight Group, the
senior sector analysts are responsible for the construction of the portfolio.
The senior sector analysts and the Portfolio Oversight Group allocate the
Portfolio's investments among market sectors based on the fundamental company
research conducted by the Adviser's large internal research staff, assessing
the current and forecasted investment opportunities and conditions, as well as
diversification and risk considerations. The senior sector

16




analysts and the Portfolio Oversight Group may vary the percentage allocations
among market sectors and may change the market sectors in which the Portfolio
invests as companies' potential for growth within a sector matures and new
trends for growth emerge.


The Portfolio emphasizes investments in large- and mid-capitalization
companies; however, the Portfolio has the flexibility to invest across the
capitalization spectrum. The Portfolio is designed for those seeking exposure
to companies of various sizes. Normally, the Portfolio invests in approximately
80-120 companies. The Portfolio may enter into, without limit, derivatives
transactions, such as options, futures, forwards, or swap agreements.


PRINCIPAL RISKS
..  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-cap companies. Investments in
   small-cap 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.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


                                                                             17






BAR CHART

                                   [CHART]
 00       01      02      03     04     05      06     07     08     09
------  ------  ------  ------ ------ ------  ------ ------ ------ ------
-17.75  -23.65  -28.26  34.70   14.53  11.64  -1.24  12.66  -42.55  32.76

                             Calendar Year End (%)



During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 16.33%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-23.13%, 1ST QUARTER, 2001.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          32.76% -1.08%   -4.09%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE          LENGTH OF SERVICE    TITLE
-------------------------------------------------------------------------------
                                 
William D. Baird  Since 2006           Senior Vice President of the Adviser

Frank V. Caruso   Since December 2008  Senior Vice President of the Adviser

Lisa A. Shalett   Since December 2008  Executive Vice President of the Adviser

Vadim Zlotnikov   Since December 2008  Executive Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


18




ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .24%
                                    -----
Total Portfolio Operating Expenses  1.24%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  126
After 3 Years   $  393
After 5 Years   $  681
After 10 Years  $1,500
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 118% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in an international portfolio of equity
securities of companies selected by 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, telecommunications, health care, financial services,
infrastructure, energy and natural resources, and consumer growth. The
Adviser's growth analysts use proprietary research to seek to identify
companies or industries that other investors have underestimated, overlooked or
ignored--for example, some hidden earnings driver (including, but not limited
to, reduced competition, market share gain, better margin trend, increased
customer base, or similar factors) that would cause a company to grow faster
than market forecasts.

In consultation with the senior sector analysts, the Adviser's International
Growth Portfolio Oversight Group is responsible for the construction of the
portfolio. The senior sector analysts and the Portfolio Oversight Group
allocate the Portfolio's investments among market sectors based on the
fundamental company research conducted by the Adviser's large internal research
staff, assessing the current and forecasted investment opportunities and
conditions, as well as diversification and risk considerations. The senior

                                                                             19




sector analysts and the Portfolio Oversight Group may vary the percentage
allocations among market sectors and may change the market sectors in which the
Portfolio invests as companies' potential for growth within a sector matures
and new trends for growth emerge.


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-U.S. companies. In addition, 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 enter
into, without limit, derivatives transactions, such as options, futures,
forwards and swaps. The Portfolio normally invests in approximately 90-130
companies.


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 a position 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.

PRINCIPAL RISKS
..  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-U.S.) RISK: Investment 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-cap companies. Investments in
   small-cap 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
   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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.


An additional index is included in the performance table to show how the
Portfolio's performance compares with an index of the equity market performance
of developed and emerging markets.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


20






BAR CHART

                                   [CHART]
 00       01      02      03     04     05      06     07     08     09
------  ------  ------  ------ ------ ------  ------ ------ ------ ------
 n/a    -17.28  -4.26   43.07  23.97  20.55   26.70  17.78  -48.96  39.24

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 24.40%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-27.33%, 3RD QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: July 3, 2000)                                                         39.24%  5.03%    4.10%
-------------------------------------------------------------------------------------------------------------------------
MSCI World Index (ex. U.S.)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      33.67%  4.07%    1.93%
-------------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (ex. U.S.)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      41.45%  5.83%    3.13%
-------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE              LENGTH OF SERVICE  TITLE
---------------------------------------------------------------------------------
                                   
Gregory D. Eckersley     Since 2006      Senior Vice President of the Adviser

Robert W. Scheetz        Since 2006      Senior Vice President of the Adviser

Christopher M. Toub      Since 2005      Executive Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             21




ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .25%
                                    -----
Total Portfolio Operating Expenses  1.25%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  127
After 3 Years   $  397
After 5 Years   $  686
After 10 Years  $1,511
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 215% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio pursues opportunistic growth by investing in a global universe of
companies in multiple industries that may benefit from innovation.

The Portfolio pursues a high risk strategy, using AllianceBernstein Research to
identify opportunistic investments in innovation, and is offered as a satellite
to supplement core investment strategies.

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 the global fundamental and
quantitative research capabilities of the Adviser, and its economists'
macro-economic insights, 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. Through this process, the Adviser
intends to identify key investment themes, which will be the focus of the
Portfolio's investments and which are expected to change over time based on the
Adviser's research.

22





In addition to this "top-down" thematic approach, the Adviser will also use a
"bottom-up" analysis of individual companies that focuses on prospective
earnings growth, valuation and quality of company management. The Adviser
normally considers a universe of approximately 2,600 mid- to
large-capitalization companies worldwide for investment.

The Portfolio invests in securities issued by U.S. and non-U.S. 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-U.S. 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 enter into, without limit,
derivative transactions, such as options, futures, forwards and swaps. 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. Normally, the Portfolio invests in about 60-80 companies.


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 a position 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.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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.


..  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.


..  CAPITALIZATION RISK: Investments in small- and mid-capitalization companies
   may be more volatile than investments in large-cap companies. Investments in
   small-cap 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
   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 exists when particular investments are
   difficult to purchase or sell, which may prevent the Portfolio from selling
   out of these securities at an advantageous time or price.


..  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.

As with all investments, you may lose money by investing in the Portfolio.

                                                                             23





BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                   [CHART]
 00       01      02      03     04     05      06     07     08     09
------  ------  ------  ------ ------ ------  ------ ------ ------ ------
-21.67  -25.45  -41.81  43.79  5.09   3.65    8.38   19.89  -47.46  53.14

                             Calendar Year End (%)




During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 34.19%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-35.23%, 3RD QUARTER, 2001.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
                                                                                                      
Portfolio                                                                                       53.14%  1.62%   -5.70%
-----------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (Net)
(reflects no deduction for fees, expenses or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                     29.99%  2.01%   -0.24%
-----------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE           LENGTH OF SERVICE    TITLE
--------------------------------------------------------------------------------
                                  
Joseph G. Carson   Since May 2009       Senior Vice President of the Adviser
Amy P. Raskin      Since May 2009       Senior Vice President of the Adviser
Andrew S. Reiss    Since November 2009  Senior Vice President of the Adviser
Robert W. Scheetz  Since November 2009  Senior Vice President of the Adviser
Lisa A. Shalett    Since May 2009       Executive Vice President of the Adviser
Catherine D. Wood  Since May 2009       Senior Vice President of the Adviser
Vadim Zlotnikov    Since May 2009       Executive Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


24




ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .87%
                                    -----
Total Portfolio Operating Expenses  1.87%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  190
After 3 Years   $  588
After 5 Years   $1,011
After 10 Years  $2,190
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 106% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

The Portfolio invests primarily in a diversified portfolio of equity securities
with relatively smaller capitalizations as compared to the overall U.S. 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 U.S. equity market capitalization (excluding, for purposes of
this calculation, companies with market capitalizations of less than $10
million). As of December 31, 2009, there were approximately 4,400 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $7.7 billion. 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.

                                                                             25





When selecting securities, the Adviser typically looks for companies that have
strong, experienced management teams, strong market positions, and the
potential to support greater than expected earnings growth rates. In making
specific investment decisions for the Portfolio, the Adviser combines
fundamental and quantitative analysis in its stock selection process. The
Portfolio may periodically invest in the securities of companies that are
expected to appreciate due to a development particularly or uniquely applicable
to that company regardless of general business conditions or movements of the
market as a whole. Normally, the Portfolio invests in about 95-125 companies.

PRINCIPAL RISKS
..  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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.

..  FOREIGN (NON-U.S.) RISK: Investment 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.



..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                    [CHART]
 00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
 n/a     -12.86  -32.06 48.67  14.38  4.86  10.50   13.70  -45.62 41.28

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 25.38%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN
-29.52%, 4TH QUARTER, 2008.


26





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                    SINCE
                                                                                   1 YEAR 5 YEARS INCEPTION
-----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio (Inception Date: August 10, 2000)                                        41.28%  0.24%   -0.70%
-----------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  34.47%  0.87%   -0.56%
-----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
Bruce K. Aronow        Since 2000      Senior Vice President of the Adviser
N. Kumar Kirpalani     Since 2005      Senior Vice President of the Adviser
Samantha S. Lau        Since 2005      Senior Vice President of the Adviser
Wen-Tse Tseng          Since 2006      Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             27




ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is total return from long-term growth of
capital and income.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .55%
Distribution (12b-1) Fees            .25%
Other Expenses                       .73%
                                    -----
Total Portfolio Operating Expenses  1.53%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  156
After 3 Years   $  483
After 5 Years   $  834
After 10 Years  $1,824
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 94% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

Under normal circumstances, the Portfolio invests at least 80% of its net
assets in the equity securities of real estate investment trusts, or REITs, and
other real estate industry companies, such as real estate operating companies,
or REOCs. The Portfolio invests in real estate companies that the Adviser
believes have strong property fundamentals and management teams. The Portfolio
seeks to invest in real estate companies whose underlying portfolios are
diversified geographically and by property type.





The Portfolio's investment policies emphasize investment in companies
determined by the Adviser to be undervalued relative to their peers, using a
fundamental value approach. In selecting real estate equity securities, the
Adviser's research and investment process seeks to identify those companies
where the magnitude and growth of cash flow streams have not been appropriately
reflected in the price of the security. These securities may trade at a more
attractive valuation than others that may have similar overall fundamentals.
The Adviser's fundamental research efforts are focused on forecasting the
short- and long-term normalized cash generation capability of real estate
companies by isolating supply and demand for property types in local markets,
determining the replacement value of properties, assessing future development
opportunities, and normalizing capital structures of real estate companies.


28






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, or REMICs, and collateralized mortgage obligations, or
CMOs. The Portfolio also may 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. The Portfolio may enter
into derivatives transactions, including options, futures, forwards and swap
agreements.

PRINCIPAL RISKS
..  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.

..  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.

..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. 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 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: 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.


..  FOREIGN (NON-U.S.) RISK: Investment 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.

..  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.

As with all investments, you may lose money by investing in the Portfolio.

                                                                             29





BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over ten years; and

..  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                   [CHART]
 00      01       02     03     04     05     06     07     08     09
------  ------  ------ ------ ------ ------ ------ ------ ------ ------
 n/a     n/a     2.31  39.02  35.28  11.40  34.88  -14.76 -35.82 29.22

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 32.54%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-36.87%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                     SINCE
                                                                                    1 YEAR 5 YEARS INCEPTION
------------------------------------------------------------------------------------------------------------
                                                                                          
Portfolio (Inception Date: April 24, 2001)                                          29.22%  1.21%   10.20%
------------------------------------------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index (reflects no deduction for fees, expenses, or taxes)  27.99%  0.36%    9.29%
------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE         LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------
                              
Teresa Marziano     Since 2004      Senior Vice President of the Adviser

Prashant Tewari     Since 2010      Vice President of the Adviser

Diane Won           Since 2010      Senior Vice President of the Adviser



30






ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             31




ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Fund's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .08%
                                    -----
Total Portfolio Operating Expenses  1.08%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  110
After 3 Years   $  343
After 5 Years   $  595
After 10 Years  $1,317
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 52% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

The Portfolio invests 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 the Adviser) in securities of non-U.S. 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's
Bernstein unit ("Bernstein") to be undervalued, using a fundamental value
approach. In selecting securities for the Portfolio's portfolio, Bernstein uses
its fundamental and quantitative research to identify companies whose stocks
are priced low in relation to their perceived long-term earnings power.

Bernstein's fundamental analysis depends heavily upon its large internal
research staff. The research staff begins with a global research universe of
approximately 2,000 international and emerging market companies. Teams within
the research staff cover a

32




given industry worldwide to better understand each company's competitive
position in a global context. A company's financial performance is typically
projected over a full economic cycle, including a trough and a peak, within the
context of forecasts for real economic growth, inflation and interest rate
changes. Bernstein focuses on the valuation implied by the current price,
relative to the earnings the company will be generating five years from now, or
"normalized" earnings, assuming average mid-economic cycle growth for the fifth
year.


The Co-Chief Investment Officers and senior investment professionals work in
close collaboration to weigh each investment opportunity identified by the
research staff relative to the entire portfolio, and determine the timing for
purchases and sales and the appropriate position size for a given security.
Final stock selection decisions are made by the Co-Chief Investment Officers
and are implemented by the Senior Portfolio Managers. Analysts remain
responsible for monitoring new developments that would affect the securities
they cover.


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.

A security generally will be sold when it no longer meets appropriate valuation
criteria. Sale of a stock that has reached its target may be delayed, however,
when positive return trends are favorable.

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. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

                                                                             33





You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                    [CHART]

  00     01     02     03     04     05     06     07     08     09
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
 n/a    n/a    -5.36  43.95 24.89  16.58  35.05   5.58  -53.28 34.36

                             Calendar Year End (%)

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 26.18%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-28.75%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: May 10, 2001)                                                         34.36%  0.85%    6.61%
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      31.78%  3.54%    5.27%
-------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE          LENGTH OF SERVICE  TITLE
-----------------------------------------------------------------------------
                               
Henry S. D'Auria     Since 2003      Senior Vice President of the Adviser

Sharon E. Fay        Since 2005      Executive Vice President of the Adviser

Eric J. Franco       Since 2006      Senior Vice President of the Adviser

Kevin F. Simms       Since 2002      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


34




ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .12%
                                    -----
Total Portfolio Operating Expenses  1.12%
                                    =====
-----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $  114
After 3 Years   $  356
After 5 Years   $  617
After 10 Years  $1,363
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 58% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests primarily in a diversified portfolio of equity securities
of small- to mid-capitalization U.S. companies, generally representing 60 to
125 companies. Under normal circumstances, the Portfolio invests at least 80%
of its net assets in securities of small- to mid-capitalization companies. For
purposes of this policy, small- to mid-capitalization companies are those that,
at the time of investment, fall within the capitalization range between the
smallest company in the Russell 2500(TM) Value Index and the greater of $5
billion or the market capitalization of the largest company in the Russell
2500(TM) Value Index.

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. As of December 31, 2009, there were approximately 1,757 small- to
mid-capitalization companies, representing a market capitalization range from
nearly $20.7 million to approximately $10.8 billion.


The Portfolio invests in companies that are determined by the Adviser to be
undervalued, using the Adviser's Bernstein Units ("Bernstein") fundamental
value approach. In selecting securities for the Portfolio's portfolio,
Bernstein uses its fundamental research to identify companies whose long-term
earnings power is not reflected in the current market price of their securities.


                                                                             35






In selecting securities for the Portfolio's portfolio, Bernstein looks for
companies with attractive valuation (for example, with low price to book
ratios) and compelling success factors (for example, momentum and return on
equity). Bernstein then uses this information to calculate an expected return.
Returns and rankings are updated on a daily basis. The rankings are used to
determine prospective candidates for further fundamental research and,
subsequently, possible addition to the portfolio. Typically, Bernstein's
fundamental research analysts focus their research on the most attractive 20%
of the universe.


A company's future earnings are typically projected over a full economic cycle,
including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes. Bernstein focuses on the
valuation implied by the current price, relative to the earnings the company
will be generating five years from now, or "normalized" earnings, assuming
average mid-economic cycle growth for the fifth year.

The Chief Investment Officer, Director of Research and other senior investment
professionals work in close collaboration to weigh each investment opportunity
identified by the research staff relative to the entire portfolio, and
determine the timing for purchases and sales and the appropriate position size
for a given security. Final security selection decisions are made by the Chief
Investment Officer and Director of Research and are implemented by the Senior
Portfolio Managers. Analysts remain responsible for monitoring new developments
that would affect the securities they cover.

Bernstein seeks to manage overall portfolio volatility relative to the universe
of companies that comprise the lowest 20% of the total U.S. market
capitalization by favoring promising securities that offer the best balance
between return and targeted risk. At times, the Portfolio may favor or disfavor
a particular sector compared to that universe of companies.

The Portfolio may invest significantly in companies involved in certain sectors
that constitute a material portion of the universe of small- and
mid-capitalization companies, such as financial services and consumer services.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. Typically, growth in the size of a company's market capitalization
relative to other domestically traded companies will not cause the Portfolio to
dispose of the security.

The Portfolio may invest in securities issued by non-U.S. companies and enter
into forward commitments. The Portfolio may enter into derivatives
transactions, such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.

..  FOREIGN (NON-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

36





You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART
                                    [CHART]

  00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
 n/a       n/a    -6.37  40.89  19.07  6.63   14.20  1.53  -35.75  42.66

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 24.73%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-27.00%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: May 2, 2001)                                           42.66%  2.53%    8.28%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Value Index (reflects no deduction for fees, expenses, or taxes)  27.68%  0.84%    6.59%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Index (reflects no deduction for fees, expenses, or taxes)        34.39%  1.58%    5.13%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE            LENGTH OF SERVICE  TITLE
----------------------------------------------------------------------------
                                 
James W. MacGregor     Since 2005      Senior Vice President of the Adviser

Joseph G. Paul         Since 2002      Senior Vice President of the Adviser

Andrew J. Weiner       Since 2005      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             37




ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .95%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


             
----------------------
After 1 Year    $   97
After 3 Years   $  303
After 5 Years   $  525
After 10 Years  $1,166
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 64% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

The Portfolio invests primarily in a diversified portfolio of equity securities
of U.S. companies, generally representing approximately 95-150 companies, with
relatively large market capitalizations that 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 Bernstein the
Adviser's Bernstein unit ("Bernstein"). 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.


In selecting securities for the Portfolio's portfolio, Bernstein uses its
fundamental and quantitative research to identify companies whose long-term
earnings power and dividend-paying capability are not reflected in the current
market price of their securities.

Bernstein's research staff of company and industry analysts covers a research
universe of approximately 650 companies. This universe covers approximately 90%
of the capitalization of the Russell 1000(TM) Value Index.

38





A company's financial performance is typically projected over a full economic
cycle, including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes. The research staff
focuses on the valuation implied by the current price, relative to the earnings
the company will be generating five years from now, or "normalized" earnings,
assuming average mid-economic cycle growth for the fifth year.

The Chief Investment Officer, Director of Research and other senior investment
professionals work in close collaboration to weigh each investment opportunity
identified by the research staff relative to the entire portfolio, and
determine the timing for purchases and sales and the appropriate position size
for a given security. Final stock selection decisions are made by the Chief
Investment Officer and Director of Research and are implemented by the Senior
Portfolio Managers. Analysts remain responsible for monitoring new developments
that would affect the securities they cover.

A security generally will be sold when it no longer meets appropriate valuation
criteria. Sale of a stock that has reached its target may be delayed, however,
when positive return trends are favorable.

The Portfolio may invest in securities of non-U.S. issuers and enter into
forward commitments. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements.

PRINCIPAL RISKS

..  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-U.S.) RISK: Investment 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: 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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


                                                                             39






BAR CHART

                                    [CHART]

  00      01      02      03       04      05     06      07      08     09
------  ------  ------  ------  ------  ------  ------  ------  ------ ------
 n/a      n/a   -12.95   28.46   13.37    5.48   21.03  -4.16   -41.01  21.04


                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 18.29%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-22.07%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: July 22, 2002)                                         21.04% -2.67%    1.27%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%    2.09%
----------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:




EMPLOYEE             LENGTH OF SERVICE   TITLE
------------------------------------------------------------------------------
                                   
Christopher W. Marx  Since 2005          Senior Vice President of the Adviser

Joseph G. Paul       Since October 2009  Senior Vice President of the Adviser

John D. Phillips     Since 2005          Senior Vice President of the Adviser

David Yuen           Since May 2008      Senior Vice President of the Adviser




ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


40




ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The Portfolio's investment objective is to maximize total return consistent
with the Adviser's determination of reasonable risk.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)


                                 
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .95%
                                    ====
----------------------------------------




EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year, that the Portfolio's
operating expenses stay the same and that the fee waiver is in effect only the
first year. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:


             
----------------------
After 1 Year    $   97
After 3 Years   $  303
After 5 Years   $  525
After 10 Years  $1,166
----------------------





PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 85% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

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, or
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 U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and value investment disciplines to produce a blended equity component.
Within each equity investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting equity investments for the Portfolio, the Adviser is able to draw
on the resources and expertise of multiple growth and value equity investment
teams, which are supported by more than 50 equity research analysts
specializing in growth research, and more than 50 equity research analysts
specializing in value research.

                                                                             41





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 U.S. and
non-U.S. 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 U.S. companies and the remaining 30% in
equities of companies outside the U.S. The Adviser will also allow the relative
weightings of the Portfolio's equity and debt, growth and value, and U.S. and
non-U.S. component to vary in response to markets, but ordinarily only by
(+/-)5% of the Portfolio. Beyond those ranges, the Adviser will generally
rebalance the Portfolio toward the targeted blend. However, under extraordinary
circumstances, when the Adviser believes that conditions favoring one
investment component are compelling, the range may expand to 10% of the
Portfolio. 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 Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry
positions, excellent balance sheets and superior earnings growth prospects.
This discipline relies heavily upon the fundamental analysis and research of
the Adviser's large internal growth research staff, which follows over 1,500
U.S. and non-U.S. issuers. As one of the largest multi-national investment
firms, the Adviser has access to considerable information concerning these
companies, including an in-depth understanding of their products, services,
markets and competition as well as a good knowledge of the management of most
of the companies.

The Adviser's growth analysts prepare their own earnings estimates and
financial models for each company followed. Research emphasis is placed on
identifying companies whose substantially above-average prospective earnings
growth is not fully reflected in current market valuations. Each growth
investment team constructs a portfolio that emphasizes equity securities of a
limited number of carefully selected, high-quality companies that are judged
likely to achieve superior earnings growth.

The Adviser selects the Portfolio's value stocks using its fundamental value
investment discipline. In selecting stocks, each of the Adviser's value
investment teams seeks to identify companies whose long-term earning power and
dividend paying capability are not reflected in the current market price of
their securities. This fundamental value discipline relies heavily upon the
Adviser's large internal value research staff, which follows over 1,500 U.S.
and non-U.S. issuers. Teams within the value research staff cover a given
industry worldwide to better understand each company's competitive position in
a global context.

The Adviser's staff of company and industry analysts prepares its own earnings
estimates and financial models for each company analyzed. The Adviser
identifies and quantifies the critical variables that control a business's
performance and analyzes the results in order to forecast each company's
long-term prospects and expected returns. Through application of the value
investment process described above, each value investment team constructs a
portfolio that emphasizes equity securities of a limited number of value
companies.

In selecting fixed-income investments for the Portfolio, the Adviser may draw
on the capabilities of separate investment teams that specialize in different
areas that are generally defined by the maturity of the debt securities and/or
their ratings and which may include subspecialties (such as inflation-protected
securities). These fixed-income investment teams draw on the resources and
expertise of the Adviser's large internal fixed-income research staff, which
includes over 50 dedicated fixed-income research analysts and economists. The
Portfolio's debt securities will primarily be investment grade debt securities,
but is expected to include lower-rated securities ("junk bonds") and preferred
stock. The Portfolio will not invest more than 25% of its net assets in
securities rated at the time of purchase below investment grade.

The Portfolio may invest in convertible securities, enter into repurchase
agreements and forward commitments, and make short sales of securities or
maintain a short position, but only if at all times when a short position is
open not more than 33% of its net assets is held as collateral for such short
sales. The Portfolio may enter into derivatives transactions, such as options,
futures, forwards, and swap agreements.

PRINCIPAL RISKS:
..  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 tend to fall and this decrease in
   value may not be offset by higher income from new investments. Interest rate
   risk is generally greater for fixed-income securities with longer maturities
   or durations.

42





..  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.


..  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-U.S.) RISK: Investment 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 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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.


..  SHORT SALE RISK: The Portfolio may not always be able to close out a short
   position on favorable terms. Short sales involve the risk that the Portfolio
   will incur a loss by subsequently buying a security at a higher price than
   the price at which it sold the security short. The amount of such loss is
   theoretically unlimited (since it is limited only by the increase in value
   of the security sold short by the Portfolio.) In contrast, the risk of loss
   from a long position is limited to the Portfolio's investment in the long
   position, since its value cannot fall below zero. Short selling is a form of
   leverage. To mitigate leverage risk, the Portfolio will always hold liquid
   assets (including its long positions) at least equal to its short position
   exposure, marked-to-market daily.

..  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.

..  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.

As with all investments, you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

..  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

..  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.


An additional index is included in the performance table to show how the
Portfolio's performance compares with an index of fixed-income securities
similar to those in which the Portfolio invests.


You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").


The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.


                                                                             43






BAR CHART

                                    [CHART]

  00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
 n/a       n/a    n/a    n/a    n/a    7.01   13.76  5.26  -30.20  24.45

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 15.06%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-14.71%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)




                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: July 1, 2004)                                                         24.45%  2.16%    3.17%
-------------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                         26.46%  0.42%    1.84%
-------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%    5.22%
-------------------------------------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Bond Index (reflects no deduction
for fees, expenses, or taxes)                                                                    18.40%  2.54%    3.49%
-------------------------------------------------------------------------------------------------------------------------



INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the persons responsible for day-to-day management of
the Portfolio's portfolio:



EMPLOYEE                 LENGTH OF SERVICE    TITLE
--------------------------------------------------------------------------------------
                                        
Thomas J. Fontaine       Since July 2008      Senior Vice President of the Adviser

Dokyoung Lee             Since July 2008      Senior Vice President of the Adviser

Seth J. Masters          Since 2005           Executive Vice President of the Adviser

Christopher H. Nikolich  Since 2005           Senior Vice President of the Adviser

Patrick J. Rudden        Since February 2009  Senior Vice President of the Adviser



ADDITIONAL INFORMATION
For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


44




ADDITIONAL INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND
FINANCIAL INTERMEDIARIES

     .   PURCHASE AND SALE OF PORTFOLIO SHARES

The Portfolios offer their shares through the separate accounts of life
insurance companies ("Insurers"). You may only purchase and sell shares through
these separate accounts. See the prospectus of the separate account of the
participating insurance company for information on the purchase and sale of the
Portfolios' shares.

     .   TAX INFORMATION

Each Portfolio may make income dividends or capital gains distribution. The
income and capital gains distribution will be made in shares of each Portfolio.
See the prospectus of the separate account of the participating insurance
company for federal income tax information.

     .   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of a Portfolio through an Insurer or other financial
intermediary, the Portfolio and its related companies may pay the intermediary
for the sale of Portfolio shares and related services. These payments may
create a conflict of interest by influencing the Insurer or other financial
intermediary and your salesperson to recommend the Portfolio over another
investment. Ask your salesperson or visit your financial intermediary's website
for more information.

                                                                             45




ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the
Portfolios' investment practices and risks. Most of these investment practices
are discretionary, which means that the Adviser may or may not decide to use
them. This Prospectus does not describe all of a Portfolio's investment
practices and additional descriptions of each Portfolio's strategies,
investments, and risks can be found in the Fund's Statement of Additional
Information ("SAI").


DERIVATIVES
Each Portfolio may, but is not required to, use derivatives for risk management
purposes or as part of its investment strategies. Derivatives are financial
contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. A Portfolio may use derivatives to
earn income and enhance returns, to hedge or adjust the risk profile of a
portfolio, to replace more traditional direct investments and to obtain
exposure to otherwise inaccessible markets.

There are four principal types of derivatives, including options, futures,
forwards and swaps, which are described below. Derivatives may be
(i) standardized, exchange-traded contracts or (ii) customized, privately
negotiated contracts. Exchange-traded derivatives tend to be more liquid and
subject to less credit risk than those that are privately negotiated.

A Portfolio's use of derivatives may involve risks that are different from, or
possibly greater than, the risks associated with investing directly in
securities or other more traditional instruments. These risks include the risk
that the value of a derivative instrument may not correlate perfectly, or at
all, with the value of the assets, reference rates, or indices that they are
designed to track. Other risks include: the possible absence of a liquid
secondary market for a particular instrument and possible exchange-imposed
price fluctuation limits, either of which may make it difficult or impossible
to close out a position when desired; and the risk that the counterparty will
not perform its obligations. Certain derivatives may have a leverage component
and involve leverage risk. Adverse changes in the value or level of the
underlying asset, note or index can result in a loss substantially greater than
the Portfolio's investment (in some cases, the potential loss is unlimited).

The Portfolios' investments in derivatives may include, but are not limited to,
the following:

..  FORWARD CONTRACTS. A forward contract is a customized, privately negotiated
   agreement for one party to buy, and the other party to sell, a specific
   quantity of an underlying commodity or other tangible asset for an agreed
   upon price at a future date. A forward contract is either settled by
   physical delivery of the commodity or tangible asset to an agreed-upon
   location at a future date, rolled forward into a new forward contract or, in
   the case of a non-deliverable forward, by a cash payment at maturity. The
   Portfolios' investments in forward contracts may include the following:

 - Forward Currency Exchange Contracts. A Portfolio may purchase or sell
   forward currency exchange contracts for hedging purposes to minimize the
   risk from adverse changes in the relationship between the U.S. Dollar and
   other currencies or for non-hedging purposes as a means of making direct
   investments in foreign currencies, as described below under "Currency
   Transactions". A Portfolio, for example, may enter into a forward contract
   as a transaction hedge (to "lock in" the U.S. Dollar price of a
   non-U.S. Dollar security), as a position hedge (to protect the value of
   securities the Portfolio owns that are denominated in a foreign currency
   against substantial changes in the value of the foreign currency) or as a
   cross-hedge (to protect the value of securities the Portfolio owns that are
   denominated in a foreign currency against substantial changes in the value
   of that foreign currency by entering into a forward contract for a different
   foreign currency that is expected to change in the same direction as the
   currency in which the securities are denominated).

..  FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is an
   agreement that obligates the buyer to buy and the seller to sell a specified
   quantity of an underlying asset (or settle for cash the value of a contract
   based on an underlying asset, rate or index) at a specific price on the
   contract maturity date. Options on futures contracts are options that call
   for the delivery of futures contracts upon exercise. A Portfolio may
   purchase or sell futures contracts and options thereon to hedge against
   changes in interest rates, securities (through index futures or options) or
   currencies. A Portfolio may also purchase or sell futures contracts for
   foreign currencies or options thereon for non-hedging purposes as a means of
   making direct investments in foreign currencies, as described below under
   "Currency Transactions".

..  OPTIONS. An option is an agreement that, for a premium payment or fee, gives
   the option holder (the buyer) the right but not the obligation to buy (a
   "call option") or sell (a "put option") the underlying asset (or settle for
   cash an amount based on an underlying asset, rate or index) at a specified
   price (the exercise price) during a period of time or on a specified date.
   Investments in options are considered speculative. A Portfolio may lose the
   premium paid for them if the price of the underlying security or other asset
   decreased or remained the same (in the case of a call option) or increased
   or remained the same (in the case of a put option). If a put or call option
   purchased by a Portfolio were permitted to expire without being sold or
   exercised, its premium would represent a loss to the Portfolio. The
   Portfolios' investments in options include the following:

 - Options on Foreign Currencies. A Portfolio may invest in options on foreign
   currencies that are privately negotiated or traded on U.S. or foreign
   exchanges for hedging purposes to protect against declines in the
   U.S. Dollar value of foreign currency denominated securities held by the
   Portfolio and against increases in the U.S. Dollar cost of securities to be
   acquired. The purchase of an option on a foreign currency may constitute an
   effective hedge against

46




   fluctuations in exchange rates, although if rates move adversely, a
   Portfolio may forfeit the entire amount of the premium plus related
   transaction costs. A Portfolio may also invest in options on foreign
   currencies for non-hedging purposes as a means of making direct investments
   in foreign currencies, as described below under "Currency Transactions".

 - Options on Securities. A Portfolio may purchase or write a put or call
   option on securities. The Portfolio will only exercise an option it
   purchased if the price of the security was less (in the case of a put
   option) or more (in the case of a call option) than the exercise price. If
   the Portfolio does not exercise an option, the premium it paid for the
   option will be lost. A Portfolio may write covered options, which means
   writing an option for securities the Portfolio owns, and uncovered options.

 - Options on Securities Indices. An option on a securities index is similar to
   an option on a security except that, rather than taking or making delivery
   of a security at a specified price, an option on a securities index gives
   the holder the right to receive, upon exercise of the option, an amount of
   cash if the closing level of the chosen index is greater than (in the case
   of a call) or less than (in the case of a put) the exercise price of the
   option.


..  SWAP TRANSACTIONS. A swap is a customized, privately negotiated agreement
   that obligates two parties to exchange a series of cash flows at specified
   intervals (payment dates) based upon, or calculated by, reference to changes
   in specified prices or rates (interest rates in the case of interest rate
   swaps, currency exchange rates in the case of currency swaps) for a
   specified amount of an underlying asset (the "notional" principal amount).
   Except for currency swaps, the notional principal amount is used solely to
   calculate the payment stream, but is not exchanged. 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). The Portfolios' investments in swap transactions include
   the following:

 - Interest Rate Swaps, Swaptions, Caps, and Floors. 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). Unless there is a counterparty default,
   the risk of loss to a Portfolio from interest rate transactions is limited
   to the net amount of interest payments that the Portfolio is contractually
   obligated to make. If the counterparty to an interest rate transaction
   defaults, the Portfolio's risk of loss consists of the net amount of
   interest payments that the Portfolio contractually is entitled to receive.

   An option on a swap agreement, also called 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 of 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.


   The purchase of an interest rate cap entitles the purchaser, to the extent
   that a specified index exceeds a predetermined interest rate, to receive
   payments of interest on a contractually-based principal amount from the
   party selling the interest rate cap. The purchase of an interest rate floor
   entitles the purchaser, to the extent that a specified index falls below a
   predetermined interest rate, to receive payments of interest on an agreed
   principal amount from the party selling the interest rate floor. Caps and
   floors may be less liquid than swaps.


   Interest rate swap, cap, and floor transactions may be used to preserve a
   return or spread on a particular investment or a portion of a Portfolio's
   portfolio or to protect against an increase in the price of securities a
   Portfolio anticipates purchasing at a later date. A Portfolio may enter into
   interest rate swaps, caps, and floors on either an asset-based or
   liability-based basis, depending on whether it is hedging its assets or
   liabilities.





 - Credit Default Swap Agreements. The "buyer" in a credit default swap
   contract is obligated to pay the "seller" a periodic stream of payments over
   the term of the contract in return for a contingent payment upon the
   occurrence of a credit event with respect to an underlying reference
   obligation. Generally, a credit event means bankruptcy, failure to pay,
   obligation acceleration or modified restructuring. A Portfolio may be either
   the buyer or seller in the transaction. If a Portfolio is a seller, the
   Portfolio receives a fixed rate of income throughout the term of the
   contract, which typically is between one month and five years, provided that
   no credit event occurs. If a credit event occurs, a Portfolio typically must
   pay the contingent payment to the buyer, which is typically the "par value"
   (full notional value) of the reference obligation. The contingent payment
   may be a cash payment or by physical delivery of the reference obligation in
   return for payment of the face value of the obligation. The value of the
   reference obligation received by a Portfolio coupled with the periodic
   payments previously received may be less than the full notional value it
   pays to the buyer, resulting in a loss of value to the Portfolio. If a
   Portfolio is a buyer and no credit event occurs, the Portfolio will lose its
   periodic stream of payments over the term of the contract. However, if a
   credit event occurs, the buyer typically receives full notional value for a
   reference obligation that may have little or no value.


   Credit default swaps may involve greater risks than if a Portfolio had
   invested in the reference obligation directly. Credit default swaps are
   subject to general market risk, liquidity risk and credit risk.

 - Currency Swaps. A Portfolio may invest in currency swaps for hedging
   purposes to protect against adverse changes in exchange rates between the
   U.S. Dollar and

                                                                             47




   other currencies or for non-hedging purposes as a means of making direct
   investments in foreign currencies, as described below under "Currency
   Transactions". Currency swaps involve the individually negotiated exchange
   by a Portfolio with another party of a series of payments in specified
   currencies. Actual principal amounts of currencies may be exchanged by the
   counterparties at the initiation, and again upon the termination, of the
   transaction. Therefore, the entire principal value of a currency swap is
   subject to the risk that the swap counterparty will default on its
   contractual delivery obligations. If there is a default by the counterparty
   to the transaction, the Portfolio will have contractual remedies under the
   transaction agreements.

..  OTHER DERIVATIVES AND STRATEGIES.

 - Currency Transactions. A Portfolio may invest in non-U.S. Dollar-denominated
   securities on a currency hedged or unhedged basis. The Adviser may actively
   manage the Portfolio's currency exposures and 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 options. The Adviser
   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 a 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. A 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).


 - Synthetic Foreign Equity Securities. The Portfolios may invest in different
   types of derivatives generally referred to as synthetic foreign equity
   securities. These securities may include international warrants or local
   access products. International warrants are financial instruments issued by
   banks or other financial institutions, which may or may not be traded on a
   foreign exchange. International warrants are a form of derivative security
   that may give holders the right to buy or sell an underlying security or a
   basket of securities representing an index from or to the issuer of the
   warrant for a particular price or may entitle holders to receive a cash
   payment relating to the value of the underlying security or index, in each
   case upon exercise by a Portfolio. Local access products are similar to
   options in that they are exercisable by the holder for an underlying
   security or a cash payment based upon the value of that security, but are
   generally exercisable over a longer term than typical options. These types
   of instruments may be American style exercise, which means that they can be
   exercised at any time on or before the expiration date of the international
   warrant, or European style, which means that they may be exercised only on
   the expiration date.


   Other types of synthetic foreign equity securities in which a Portfolio may
   invest include covered warrants and low exercise price warrants. Covered
   warrants entitle the holder to purchase from the issuer, typically a
   financial institution, upon exercise, common stock of an international
   company or receive a cash payment (generally in U.S. Dollars). The issuer of
   the covered warrants usually owns the underlying security or has a
   mechanism, such as owning equity warrants on the underlying securities,
   through which it can obtain the underlying securities. The cash payment is
   calculated according to a predetermined formula, which is generally based on
   the difference between the value of the underlying security on the date of
   exercise and the strike price. Low exercise price warrants are warrants with
   an exercise price that is very low relative to the market price of the
   underlying instrument at the time of issue (e.g., one cent or less). The
   buyer of a low exercise price warrant effectively pays the full value of the
   underlying common stock at the outset. In the case of any exercise of
   warrants, there may be a time delay between the time a holder of warrants
   gives instructions to exercise and the time the price of the common stock
   relating to exercise or the settlement date is determined, during which time
   the price of the underlying security could change significantly. In
   addition, the exercise or settlement date of the warrants may be affected by
   certain market disruption events, such as difficulties relating to the
   exchange of a local currency into U.S. Dollars, the imposition of capital
   controls by a local jurisdiction or changes in the laws relating to foreign
   investments. These events could lead to a change in the exercise date or
   settlement currency of the warrants, or postponement of the settlement date.
   In some cases, if the market disruption events continue for a certain period
   of time, the warrants may become worthless, resulting in a total loss of the
   purchase price of the warrants.

   A Portfolio will acquire synthetic foreign equity securities issued by
   entities deemed to be creditworthy by the Adviser, which will monitor the
   creditworthiness of the issuers on an on-going basis. Investments in these
   instruments involve the risk that the issuer of the instrument may default
   on its obligation to deliver the underlying security or cash in lieu
   thereof. These instruments may also be subject to liquidity risk because
   there may be a limited secondary market for trading the warrants. They are
   also subject, like other investments in foreign securities, to foreign
   (non-U.S.) risk and currency risk.

 - Eurodollar Instruments. Eurodollar instruments are essentially
   U.S. Dollar-denominated futures contracts or options that are linked to the
   London Interbank Offered Rate (LIBOR). Eurodollar futures contracts enable
   purchasers to obtain a fixed rate for the lending of funds and sellers to
   obtain a fixed rate for borrowings.

 - Structured Instruments. As part of its investment program and to maintain
   greater flexibility, a Portfolio may invest in structured instruments.
   Structured instruments, including indexed or structured securities, combine
   the elements

48




   of futures contracts or options with those of debt, preferred equity or a
   depository instrument. Generally, a structured instrument will be a debt
   security, preferred stock, depository share, trust certificate, certificate
   of deposit or other evidence of indebtedness on which a portion of or all
   interest payments, and/or the principal or stated amount payable at
   maturity, redemption or retirement, is determined by reference to prices,
   changes in prices, or differences between prices, of securities, currencies,
   intangibles, goods, articles or commodities (collectively, "Underlying
   Assets") or by another objective index, economic factor or other measure,
   such as interest rates, currency exchange rates, commodity indices, and
   securities indices (collectively, "Benchmarks"). Thus, structured
   instruments may take a variety of forms, including, but not limited to, debt
   instruments with interest or principal payments or redemption terms
   determined by reference to the value of a currency or commodity or
   securities index at a future point in time, preferred stock with dividend
   rates determined by reference to the value of a currency, or convertible
   securities with the conversion terms related to a particular commodity.

   Structured instruments are potentially more volatile and carry greater
   market risks than traditional debt instruments. Depending on the structure
   of the particular structured instrument, changes in a Benchmark may be
   magnified by the terms of the structured instrument and have an even more
   dramatic and substantial effect upon the value of the structured instrument.
   Also, the prices of the structured instrument and the Benchmark or
   Underlying Asset may not move in the same direction or at the same time.

   Structured instruments can have volatile prices and limited liquidity, and
   their use by a Portfolio may not be successful. The risk of these
   investments can be substantial; possibly all of the principal is at risk. No
   Portfolio will invest more than 20% of its total assets in these investments.

CONVERTIBLE SECURITIES
Prior to conversion, convertible securities have the same general
characteristics as non-convertible debt securities which generally provide a
stable stream of income with generally higher yields than those of equity
securities of the same or similar issuers. The price of a convertible security
will normally vary with changes in the price of the underlying equity security,
although the higher yield tends to make the convertible security less volatile
than the underlying equity security. As with debt securities, the market value
of convertible securities tends to decrease as interest rates rise and increase
as interest rates decline. While convertible securities generally offer lower
interest or dividend yields than non-convertible debt securities of similar
quality, they offer investors the potential to benefit from increases in the
market prices of the underlying common stock. Convertible debt securities that
are rated Baa3 or lower by Moody's or BBB- or lower by S&P or Fitch and
comparable unrated securities may share some or all of the risks of debt
securities with those ratings.

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES
Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted. In addition, the
issuers of the stock of unsponsored depositary receipts are not obligated to
disclose material information in the United States and, therefore, there may
not be a correlation between such information and the market value of the
depositary receipts. American Depositary Receipts, or ADRs, are depositary
receipts typically issued by a U.S. bank or trust company that evidence
ownership of underlying securities issued by a foreign corporation. Global
Depositary Receipts, or GDRs, European Depositary Receipts, or EDRs, and other
types of depositary receipts are typically issued by non-U.S. banks or trust
companies and evidence ownership of underlying securities issued by either a
U.S. or a non-U.S. company. Generally, depositary receipts in registered form
are designed for use in the U.S. securities markets, and depositary receipts in
bearer form are designed for use in securities markets outside of the United
States. For purposes of determining the country of issuance, investments in
depositary receipts of either type are deemed to be investments in the
underlying securities.

A supranational entity is an entity designated or supported by the national
government of one or more countries to promote economic reconstruction or
development. Examples of supranational entities include the World Bank
(International Bank for Reconstruction and Development) and the European
Investment Bank. "Semi-governmental securities" are securities issued by
entities owned by either a national, state or equivalent government or are
obligations of one of such government jurisdictions that are not backed by its
full faith and credit and general taxing powers.

FORWARD COMMITMENTS
Forward commitments for the purchase or sale of securities may include
purchases on a when-issued basis or purchases or sales on a delayed delivery
basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a
merger, corporate reorganization or debt restructuring or approval of a
proposed financing by appropriate authorities (i.e., a "when, as and if issued"
trade).

A 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 agreed-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.


When forward commitments with respect to fixed-income securities are
negotiated, the price, which is generally expressed


                                                                             49





in yield terms, is fixed at the time the commitment is made, but payment for
and delivery of the securities take place at a later date. Securities purchased
or sold under a forward commitment are subject to market fluctuation and no
interest or dividends accrue to the purchaser prior to the settlement date.
There is a risk of loss if the value of either a purchased security declines
before the settlement date or the security sold increases before the settlement
date. The use of forward commitments helps a Portfolio to protect against
anticipated changes in interest rates and prices.


ILLIQUID SECURITIES

Under current Commission guidelines, the Portfolios, except for the
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, limit their investments in illiquid
securities to 15% of their net assets. The term "illiquid securities" for this
purpose means securities that cannot be disposed of within seven days in the
ordinary course of business at approximately the amount a Portfolio has valued
the securities. The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO limits its
investments in illiquid securities to no more than 5% of its total assets as
required by Rule 2a-7. A Portfolio that invests in illiquid securities may not
be able to sell such securities and may not be able to realize their full value
upon sale. Restricted securities (securities subject to legal or contractual
restrictions on resale) may be illiquid. Some restricted securities (such as
securities issued pursuant to Rule 144A under the Securities Act of 1933 (the
"Securities Act") or certain commercial paper) may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.


INDEXED COMMERCIAL PAPER
Indexed commercial paper may have its principal linked to changes in foreign
currency exchange rates whereby its principal amount is adjusted upwards or
downwards (but not below zero) at maturity to reflect changes in the referenced
exchange rate. A Portfolio will receive interest and principal payments on such
commercial paper in the currency in which such commercial paper is denominated,
but the amount of principal payable by the issuer at maturity will change in
proportion to the change (if any) in the exchange rate between the two
specified currencies between the date the instrument is issued and the date the
instrument matures. While such commercial paper entails the risk of loss of
principal, the potential for realizing gains as a result of changes in foreign
currency exchange rates enables a Portfolio to hedge (or cross-hedge) against a
decline in the U.S. Dollar value of investments denominated in foreign
currencies while providing an attractive money market rate of return. A
Portfolio will purchase such commercial paper for hedging purposes only, not
for speculation.

INFLATION-PROTECTED SECURITIES
Inflation-protected securities, or IPS, are fixed-income securities whose
principal value is periodically adjusted according to the rate of inflation. If
the index measuring inflation falls, the principal value of these securities
will be adjusted downward, and consequently the interest payable on these
securities (calculated with respect to a smaller principal amount) will be
reduced.

IPS tend to react to changes in real interest rates. In general, the price of
an inflation-protected security can fall when real interest rates rise, and can
rise when real interest rates fall. Interest payments on inflation-protected
securities can be unpredictable and will vary as the principal and/or interest
is adjusted for inflation.

INVESTMENT IN OTHER INVESTMENT COMPANIES

A Portfolio may invest in other investment companies as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act") or the rules and
regulations thereunder. If a Portfolio acquires shares in investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. A Portfolio may also invest in exchange-traded funds
("ETF"), subject to the restrictions and limitations of the 1940 Act.


LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, a Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions, provided a
number of conditions are satisfied, including that the loan is fully
collateralized. Securities lending involves the possible loss of rights in the
collateral or delay in the recovery of collateral if the borrower fails to
return the securities loaned or becomes insolvent. When a Portfolio lends
securities, its investment performance will continue to reflect changes in the
value of the securities loaned, and the Portfolio will also receive a fee or
interest on the collateral. The Portfolio may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

LOAN PARTICIPATIONS
A Portfolio may invest in corporate loans either by participating as co-lender
at the time the loan is originated or by buying an interest in the loan in the
secondary market from a financial institution or institutional investor. The
financial status of an institution interposed between a Portfolio and a
borrower may affect the ability of the Portfolio to receive principal and
interest payments.

The success of a Portfolio may depend on the skill with which an agent bank
administers the terms of the corporate loan agreements, monitors borrower
compliance with covenants, collects principal, interest and fee payments from
borrowers and, where necessary, enforces creditor remedies against borrowers.
Agent banks typically have broad discretion in enforcing loan agreements.

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities may be issued by the U.S. Government or one of its
sponsored entities or may be issued by private organizations. Interest and
principal payments (including prepayments) on the mortgages underlying
mortgage-backed securities are passed through to the holders of the securities.
As a result of the pass-through of prepayments of principal on the

50




underlying securities, mortgage-backed securities are often subject to more
rapid prepayment of principal than their stated maturity would indicate.
Prepayments occur when the mortgagor on a mortgage prepays the remaining
principal before the mortgage's scheduled maturity date. Because the prepayment
characteristics of the underlying mortgages vary, it is impossible to predict
accurately the realized yield or average life of a particular issue of
pass-through certificates. Prepayments are important because of their effect on
the yield and price of the mortgage- backed securities. During periods of
declining interest rates, prepayments can be expected to accelerate and a
Portfolio that invests in these securities would be required to reinvest the
proceeds at the lower interest rates then available. Conversely, during periods
of rising interest rates, a reduction in prepayments may increase the effective
maturity of the securities, subjecting them to a greater risk of decline in
market value in response to rising interest rates. In addition, prepayments of
mortgages underlying securities purchased at a premium could result in capital
losses.

Mortgage-backed securities include mortgage pass-through certificates and
multiple-class pass-through securities, such as REMIC pass-through
certificates, CMOs and stripped mortgage-backed securities, or SMBS, and other
types of mortgage-backed securities that may be available in the future.

Guaranteed Mortgage Pass-Through Securities. The ALLIANCEBERNSTEIN REAL ESTATE
INVESTMENT PORTFOLIO may invest in guaranteed mortgage pass-through securities,
which represent participation interests in pools of residential mortgage loans
and are issued by U.S. governmental or private lenders and guaranteed by the
U.S. Government or one of its agencies or instrumentalities, including but not
limited to GNMA, FNMA and FHLMC.


Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-backed securities also include CMOs and REMIC pass-through or
participation certificates that may be issued by, among others, U.S. Government
agencies and instrumentalities as well as private lenders. CMOs and REMICs are
issued in multiple classes and the principal of and interest on the mortgage
assets may be allocated among the several classes of CMOs or REMICs in various
ways. Each class of CMOs or REMICs, often referred to as a "tranche," is issued
at a specific adjustable or fixed interest rate and must be fully retired no
later than its final distribution date. Generally, interest is paid or accrued
on all classes of CMOs or REMICs on a monthly basis. The ALLIANCEBERNSTEIN
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest tranche of CMOs
and REMICs.


Typically, CMOs are collateralized by GNMA or FHLMC certificates but also may
be collateralized by other mortgage assets such as whole loans or private
mortgage pass-through securities. Debt service on CMOs is provided from
payments of principal and interest on collateral of mortgage assets and any
reinvestment income.

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, or the Code, and invests in certain mortgages
primarily secured by interests in real property and other permitted
investments. Investors may purchase "regular" and "residual" interest shares of
beneficial interest in REMIC trusts, although the ALLIANCEBERNSTEIN REAL ESTATE
INVESTMENT PORTFOLIO does not intend to invest in residual interests.

OTHER ASSET-BACKED SECURITIES
A Portfolio may invest in other asset-backed securities. The securitization
techniques used to develop mortgage-related securities are being applied to a
broad range of financial assets. Through the use of trusts and special purposes
corporations, various types of assets, including automobile loans and leases,
credit card receivables, home equity loans, equipment leases and trade
receivables, are being securitized in structures similar to the structures used
in mortgage securitizations.

PREFERRED STOCK
A Portfolio may invest in preferred stock. Preferred stock is subordinated to
any debt the issuer has outstanding. Accordingly, preferred stock dividends are
not paid until all debt obligations are first met. Preferred stock may be
subject to more fluctuations in market value, due to changes in market
participants' perceptions of the issuer's ability to continue to pay dividends,
than debt of the same issuer.

REAL ESTATE INVESTMENT TRUSTS (REITS)
REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have
appreciated in value. Mortgage REITs invest the majority of their assets in
real estate mortgages and derive income from the collection of interest
payments. Similar to investment companies such as the Portfolios, REITs are not
taxed on income distributed to shareholders provided they comply with several
requirements of the Code. A Portfolio will indirectly bear its proportionate
share of expenses incurred by REITs in which the Portfolio invests in addition
to the expenses incurred directly by the Portfolio.


Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers and
self-liquidation.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have had more price volatility than
larger capitalization stocks.


                                                                             51





ADDITIONAL RISK CONSIDERATIONS FOR REAL ESTATE INVESTMENTS
Although the ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO does not invest
directly in real estate, it invests primarily in securities of real estate
companies and has a policy of concentration of its investments in the real
estate industry. Therefore, an investment in the Portfolio is subject to
certain risks associated with the direct ownership of real estate and with the
real estate industry in general. These risks include, among others: 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. To the extent that assets underlying the Portfolio's
investments are concentrated geographically, by property type or in certain
other respects, the Portfolio may be subject to certain of the foregoing risks
to a greater extent. These risks may be greater for investments in non-U.S.
real estate companies.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. Equity REITs
may be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to heavy cash flow dependency, default by borrowers and
self-liquidation.

Investing in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have had more price volatility than
larger capitalization stocks.

ADDITIONAL RISK CONSIDERATIONS FOR INVESTMENTS IN THE UTILITY INDUSTRY
A Portfolio's principal risks may include those that arise from its investing
primarily in electric utility companies. Factors affecting that industry sector
can have a significant effect on a Portfolio's NAV. The U.S. utilities industry
has experienced significant changes in recent years. Regulated electric utility
companies in general have been favorably affected by the full or near
completion of major construction programs and lower financing costs. In
addition, many regulated electric utility companies have generated cash flows
in excess of current operating expenses and construction expenditures,
permitting some degree of diversification into unregulated businesses.
Regulatory changes, however, could increase costs or impair the ability of
nuclear and conventionally fueled generating facilities to operate their
facilities and reduce their ability to make dividend payments on their
securities. Rates of return of utility companies generally are subject to
review and limitation by state public utilities commissions and tend to
fluctuate with marginal financing costs. Rate changes ordinarily lag behind
changes in financing costs and can favorably or unfavorably affect the earnings
or dividend pay-outs of utilities stocks depending upon whether the rates and
costs are declining or rising.

Utility companies historically have been subject to the risks of increases in
fuel and other operating costs, high interest costs, costs associated with
compliance with environmental and nuclear safety regulations, service
interruptions, economic slowdowns, surplus capacity, competition, and
regulatory changes. There also can be no assurance that regulatory policies or
accounting standards changes will not negatively affect utility companies'
earnings or dividends. Utility companies are subject to regulation by various
authorities and may be affected by the imposition of special tariffs and
changes in tax laws. To the extent that rates are established or reviewed by
governmental authorities, utility companies are subject to the risk that such
authorities will not authorize increased rates. Because of the Portfolio's
policy of concentrating its investments in utility companies, the Portfolio is
more susceptible than most other mutual funds to economic, political or
regulatory occurrences affecting the utilities industry.

Non-U.S. utility companies, like those in the U.S., are generally subject to
regulation, although the regulation may or may not be comparable to domestic
regulations. Non-U.S. utility companies in certain countries may be more
heavily regulated by their respective governments than utility companies
located in the U.S. As in the U.S., non-U.S. utility companies generally are
required to seek government approval for rate increases. In addition, many
non-U.S. utility companies use fuels that cause more pollution than those used
in the U.S. and may yet be required to invest in pollution control equipment.
Non-U.S. utility regulatory systems vary from country to country and may evolve
in ways different from regulation in the U.S. The percentage of the Portfolio's
assets invested in issuers of particular countries will vary.

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
A Portfolio may enter into repurchase agreements in which a Portfolio purchases
a security from a bank or broker-dealer, which agrees to repurchase the
security from the Portfolio at an agreed-upon future date, normally a day or a
few days later. The purchase and repurchase obligations are transacted under
one agreement. The resale price is greater than the purchase price, reflecting
an agreed-upon interest rate for the period the buyer's money is invested in
the security. Such agreements permit a Portfolio to keep all of its assets at
work while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. If the bank or broker-dealer defaults on its repurchase
obligation, a Portfolio would suffer a loss to the extent that the proceeds
from the sale of the security were less than the repurchase price.

A Portfolio may enter into buy/sell back transactions, which are similar to
repurchase agreements. In this type of transaction,

52




a Portfolio enters a trade to buy securities at one price and simultaneously
enters a trade to sell the same securities at another price on a specified
date. Similar to a repurchase agreement, the repurchase price is higher than
the sale price and reflects current interest rates. Unlike a repurchase
agreement, however, the buy/sell back transaction is considered two separate
transactions.

REVERSE REPURCHASE AGREEMENTS, DOLLAR ROLLS AND OTHER BORROWINGS
A Portfolio may enter into reverse repurchase agreements and dollar rolls,
subject to the Portfolio's limitations on borrowings. A reverse repurchase
agreement or dollar roll involves the sale of a security by a Portfolio and its
agreement to repurchase the instrument at a specified time and price, and may
be considered a form of borrowing for some purposes. Reverse repurchase
agreements, dollar rolls and other forms of borrowings may create leverage risk
for a Portfolio. In addition, reverse repurchase agreements and dollar rolls
involve the risk that the market value of the securities a Portfolio is
obligated to repurchase may decline below the purchase price.

Dollar rolls involve sales by a 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, a Portfolio forgoes principal and interest paid
on the securities. A 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.

Reverse repurchase agreements and dollar rolls involve the risk that the market
value of the securities a Portfolio is obligated to repurchase under the
agreement may decline below the repurchase price. In the event the buyer of
securities under a reverse repurchase agreement or dollar roll files for
bankruptcy or becomes insolvent, a Portfolio's use of the proceeds of the
agreement may be restricted pending a determination by the other party, or its
trustee or receiver, whether to enforce the Portfolio's obligation to
repurchase the securities.

RIGHTS AND WARRANTS
Rights and warrants are option securities permitting their holders to subscribe
for other securities. Rights are similar to warrants except that they have a
substantially shorter duration. Rights and warrants do not carry with them
dividend or voting rights with respect to the underlying securities, or any
rights in the assets of the issuer. As a result, an investment in rights and
warrants may be considered more speculative than certain other types of
investments. In addition, the value of a right or a warrant does not
necessarily change with the value of the underlying securities, and a right or
a warrant ceases to have value if it is not exercised prior to its expiration
date.

SHORT SALES
A Portfolio may make short sales as a part of overall portfolio management or
to offset a potential decline in the value of a security. A short sale involves
the sale of a security that a Portfolio does not own, or if the Portfolio owns
the security, is not to be delivered upon consummation of the sale. When the
Portfolio makes a short sale of a security that it does not own, it must borrow
from a broker-dealer the security sold short and deliver the security to the
broker-dealer upon conclusion of the short sale.

If the price of the security sold short increases between the time of the short
sale and the time a Portfolio replaces the borrowed security, the Portfolio
will incur a loss; conversely, if the price declines, the Portfolio will
realize a short-term capital gain. Although a Portfolio's gain is limited to
the price at which it sold the security short, its potential loss is
theoretically unlimited.

STANDBY COMMITMENT AGREEMENTS
Standby commitment agreements are similar to put options that commit a
Portfolio, for a stated period of time, to purchase a stated amount of a
security that may be issued and sold to the Portfolio at the option of the
issuer. The price and coupon of the security are fixed at the time of the
commitment. At the time of entering into the agreement, the Portfolio is paid a
commitment fee regardless of whether the security ultimately is issued. The
Portfolios will enter into such agreements only for the purpose of investing in
the security underlying the commitment at a yield and price considered
advantageous to the Portfolio and unavailable on a firm commitment basis.

There is no guarantee that a security subject to a standby commitment will be
issued. In addition, the value of the security, if issued, on the delivery date
may be more or less than its purchase price. Since the issuance of the security
is at the option of the issuer, a Portfolio will bear the risk of capital loss
in the event that the value of the security declines and may not benefit from
an appreciation in the value of the security during the commitment period if
the issuer decides not to issue and sell the security to the Portfolio.

STRUCTURED SECURITIES
A Portfolio may invest securities issued in structured financing transactions,
which generally involve aggregating types of debt assets in a pool or special
purpose entity and then issuing new securities. Types of structured financings
include securities described elsewhere in this Prospectus, such as
mortgage-related and other asset-backed securities. These investments include
investments in structured securities that represent interests in entities
organized and operated solely for the purpose of restructuring the investment
characteristics of particular debt obligations. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, of specified instruments (such as commercial bank loans or high yield
bonds) and the issuance by that entity of one or more classes of structured
securities backed by, or representing interests in, the underlying instruments.
Because these types of structured securities typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments.

                                                                             53





VARIABLE, FLOATING AND INVERSE FLOATING RATE INSTRUMENTS
Variable and floating rate securities pay interest at rates that are adjusted
periodically, according to a specified formula. A "variable" interest rate
adjusts at predetermined intervals (e.g., daily, weekly or monthly), while a
"floating" interest rate adjusts whenever a specified benchmark rate (such as
the bank prime lending rate) changes.

A Portfolio may also invest in inverse floating rate debt instruments ("inverse
floaters"). The interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may have greater volatility in market value, in
that, during periods of rising interest rates, the market values of inverse
floaters will tend to decrease more rapidly than those of fixed rate securities.

ZERO COUPON AND PRINCIPAL-ONLY SECURITIES
Zero coupon securities and principal-only (PO) securities are debt securities
that have been issued without interest coupons or stripped of their unmatured
interest coupons, and include receipts or certificates representing interests
in such stripped debt obligations and coupons. Such a security pays no interest
to its holder during its life. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value. Such securities usually trade at a deep discount from their face or
par value and are subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable maturities and
credit quality that make current distributions of interest. On the other hand,
because there are no periodic interest payments to be reinvested prior to
maturity, these securities eliminate reinvestment risk and "lock in" a rate of
return to maturity.

FOREIGN (NON-U.S.) SECURITIES
Investing in foreign securities involves special risks and considerations not
typically associated with investing in U.S. securities. The securities markets
of many foreign countries are relatively small, with the majority of market
capitalization and trading volume concentrated in a limited number of companies
representing a small number of industries. A Portfolio that invests in foreign
securities may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in securities of U.S. companies.
These markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities, than is usual in the United States.

Securities registration, custody, and settlement may in some instances be
subject to delays and legal and administrative uncertainties. Foreign
investment in the securities markets of certain foreign countries is restricted
or controlled to varying degrees. These restrictions or controls may at times
limit or preclude investment in certain securities and may increase the cost
and expenses of a Portfolio. In addition, the repatriation of investment
income, capital or the proceeds of sales of securities from certain countries
is controlled under regulations, including in some cases the need for certain
advance government notification or authority, and if a deterioration occurs in
a country's balance of payments, the country could impose temporary
restrictions on foreign capital remittances.

A Portfolio also could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. Investing in local
markets may require a Portfolio to adopt special procedures or seek local
governmental approvals or other actions, any of which may involve additional
costs to a Portfolio. These factors may affect the liquidity of a Portfolio's
investments in any country and the Adviser will monitor the effect of any such
factor or factors on a Portfolio's investments. Transaction costs, including
brokerage commissions for transactions both on and off the securities
exchanges, in many foreign countries are generally higher than in the U.S.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting,
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in foreign securities than to investors in U.S.
securities. Substantially less information is publicly available about certain
non-U.S. issuers than is available about most U.S. issuers.

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability, revolutions, wars or
diplomatic developments could affect adversely the economy of a foreign
country. In the event of nationalization, expropriation, or other confiscation,
a Portfolio could lose its entire investment in securities in the country
involved. In addition, laws in foreign countries governing business
organizations, bankruptcy and insolvency may provide less protection to
security holders such as the Portfolio than that provided by U.S. laws.

Investments in securities of companies in emerging markets involve special
risks. There are approximately 100 countries identified by the World Bank as
Low Income, Lower Middle Income and Upper Middle Income countries that are
generally regarded as Emerging Markets. Emerging market countries that the
Adviser currently considers for investment are listed below. Countries may be
added to or removed from this list at any time.

54





                                                                        
Algeria                                Hong Kong                              Poland
Argentina                              Hungary                                Qatar
Belize                                 India                                  Romania
Brazil                                 Indonesia                              Russia
Bulgaria                               Israel                                 Singapore
Chile                                  Jamaica                                Slovakia
China                                  Jordan                                 Slovenia
Colombia                               Kazakhstan                             South Africa
Costa Rica                             Lebanon                                South Korea
Cote D'Ivoire                          Malaysia                               Taiwan
Croatia                                Mexico                                 Thailand
Czech Republic                         Morocco                                Trinidad & Tobago
Dominican Republic                     Nigeria                                Tunisia
Ecuador                                Pakistan                               Turkey
Egypt                                  Panama                                 Ukraine
El Salvador                            Peru                                   Uruguay
Guatemala                              Philippines                            Venezuela



Investing in emerging market securities imposes risks different from, or
greater than, risks of investing in domestic securities or in foreign,
developed countries. These risks include: smaller market capitalization of
securities markets, which may suffer periods of relative illiquidity;
significant price volatility; restrictions on foreign investment; and possible
repatriation of investment income and capital. In addition, foreign investors
may be required to register the proceeds of sales and future economic or
political crises could lead to price controls, forced mergers, expropriation or
confiscatory taxation, seizure, nationalization, or creation of government
monopolies. The currencies of emerging market countries may experience
significant declines against the U.S. Dollar, and devaluation may occur
subsequent to investments in these currencies by a Portfolio. Inflation and
rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of certain emerging
market countries.

Additional risks of emerging market securities may include: greater social,
economic and political uncertainty and instability; more substantial
governmental involvement in the economy; less governmental supervision and
regulation; unavailability of currency hedging techniques; companies that are
newly organized and small; differences in auditing and financial reporting
standards, which may result in unavailability of material information about
issuers; and less developed legal systems. In addition, emerging securities
markets may have different clearance and settlement procedures, which may be
unable to keep pace with the volume of securities transactions or otherwise
make it difficult to engage in such transactions. Settlement problems may cause
a Portfolio to miss attractive investment opportunities, hold a portion of its
assets in cash pending investment, or be delayed in disposing of a portfolio
security. Such a delay could result in possible liability to a purchaser of the
security.

FOREIGN (NON-U.S.) CURRENCIES
A Portfolio that invests some portion of its assets in securities denominated
in, and receives revenues in, foreign currencies will be adversely affected by
reductions in the value of those currencies relative to the U.S. Dollar.
Foreign currency exchange rates may fluctuate significantly. They are
determined by supply and demand in the foreign exchange markets, the relative
merits of investments in different countries, actual or perceived changes in
interest rates, and other complex factors. Currency exchange rates also can be
affected unpredictably by intervention (or the failure to intervene) by U.S. or
foreign governments or central banks or by currency controls or political
developments. In light of these risks, a Portfolio may engage in certain
currency hedging transactions, as described above, which involve certain
special risks. A Portfolio may also invest directly in foreign currencies for
non-hedging purposes directly on a spot basis (i.e., cash) or through
derivative transactions, such as forward currency exchange contracts, futures
and options thereon, swaps and options as described above. These investments
will be subject to the same risks. In addition, currency exchange rates may
fluctuate significantly over short periods of time, causing a Portfolio's NAV
to fluctuate.

FIXED-INCOME SECURITIES
The value of a Portfolio's investments in fixed-income securities will change
as the general level of interest rates fluctuates. During periods of falling
interest rates, the values of these securities will generally rise. Conversely,
during periods of rising interest rates, the values of these securities will
generally decline. Changes in interest rates have a greater effect on
fixed-income securities with longer maturities and durations than those with
shorter maturities and durations.

BORROWINGS AND LEVERAGE
Certain of the Portfolios may use borrowings for investment purposes subject to
the limits imposed by the 1940 Act, which is up to 33 1/3% of a Portfolio's
assets. Borrowings by a Portfolio result in leveraging of the Portfolio's
shares. The Portfolios may also use leverage for investment transactions by
entering into transactions such as reverse repurchase agreements, forward
contracts and dollar rolls. This means that a Portfolio uses cash made
available during the term of these transactions to make investments in other
fixed-income securities.


Utilization of leverage, which is usually considered speculative, involves
certain risks to a Portfolio's shareholders. These include a higher volatility
of the NAV of a Portfolio's shares and the relatively greater effect on the NAV
of the shares. So long as a Portfolio is able to realize a net return on its
investment portfolio that is higher than the interest expense paid on
borrowings or the carrying costs of leveraged transactions, the effect of
leverage will be to cause the Portfolio's shareholders to realize a higher
current net investment income than if the Portfolio were not leveraged. If the
interest expense on borrowings or the carrying costs of leveraged transactions
approaches the net return on a Portfolio's investment portfolio, the benefit of
leverage to the Portfolio's shareholders will be reduced. If the interest
expense on borrowings or the carrying costs of leveraged transactions were to
exceed the net return to shareholders, a Portfolio's use of leverage would
result in a lower rate of return. Similarly, the effect of leverage in a
declining market could be a greater decrease in NAV per share. In an extreme
case, if a Portfolio's current investment income were not sufficient to meet
the interest expense on borrowings or the carrying costs of leveraged
transactions, it could be necessary for the Portfolio to liquidate certain of
its investments, thereby reducing its NAV. A Portfolio may also reduce the
degree to which it is leveraged by repaying amounts borrowed.


                                                                             55





INVESTMENT IN BELOW INVESTMENT GRADE FIXED-INCOME SECURITIES
Investments in securities rated below investment grade may be subject to
greater risk of loss of principal and interest than higher-rated securities.
These securities are also generally considered to be subject to greater market
risk than higher-rated securities. The capacity of issuers of these securities
to pay interest and repay principal is more likely to weaken than is that of
issuers of higher-rated securities in times of deteriorating economic
conditions or rising interest rates. In addition, below investment grade
securities may be more susceptible to real or perceived adverse economic
conditions than investment grade securities.

The market for these securities may be thinner and less active than that for
higher-rated securities, which can adversely affect the prices at which these
securities can be sold. To the extent that there is no established secondary
market for these securities, a Portfolio may experience difficulty in valuing
such securities and, in turn, the Portfolio's assets.

UNRATED SECURITIES

A Portfolio may invest in unrated fixed-income securities when the Adviser
believes that the financial condition of the issuers of such securities, or the
protection afforded by the terms of the securities themselves, limits the risk
to the Portfolio to a degree comparable to that of rated securities that are
consistent with the Portfolio's objective and policies.


SOVEREIGN DEBT OBLIGATIONS
No established secondary markets may exist for many sovereign debt obligations.
Reduced secondary market liquidity may have an adverse effect on the market
price and a Portfolio's ability to dispose of particular instruments when
necessary to meet its liquidity requirements or in response to specific
economic events such as a deterioration in the creditworthiness of the issuer.
Reduced secondary market liquidity for certain sovereign debt obligations may
also make it more difficult for a Portfolio to obtain accurate market
quotations for the purpose of valuing its portfolio. Market quotations are
generally available on many sovereign debt obligations only from a limited
number of dealers and may not necessarily represent firm bids of those dealers
or prices for actual sales.

By investing in sovereign debt obligations, a Portfolio will be exposed to the
direct or indirect consequences of political, social, and economic changes in
various countries. Political changes in a country may affect the willingness of
a foreign government to make or provide for timely payments of its obligations.
The country's economic status, as reflected in, among other things, its
inflation rate, the amount of its external debt and its gross domestic product,
will also affect the government's ability to honor its obligations.


A Portfolio is permitted to invest in sovereign debt obligations that are not
current in the payment of interest or principal or are in default so long as
the Adviser believes it to be consistent with the Portfolios' investment
objectives. A Portfolio may have limited legal recourse in the event of a
default with respect to certain sovereign debt obligations it holds. For
example, remedies from defaults on certain sovereign debt obligations, unlike
those on private debt, must, in some cases, be pursued in the courts of the
defaulting party itself. Legal recourse therefore may be significantly
diminished. Bankruptcy, moratorium, and other similar laws applicable to
issuers of sovereign debt obligations may be substantially different from those
applicable to issuers of private debt obligations. The political context,
expressed as the willingness of an issuer of sovereign debt obligations to meet
the terms of the debt obligation, for example, is of considerable importance.
In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of securities issued by foreign
governments in the event of default under commercial bank loan agreements.


INVESTMENT IN SMALLER, LESS-SEASONED COMPANIES

Investment in smaller, less-seasoned companies involves greater risks than is
customarily associated with securities of more established companies. Companies
in the earlier stages of their development often have products and management
personnel which have not been thoroughly tested by time or the marketplace;
their financial resources may not be as substantial as those of more
established companies. The securities of smaller, less-seasoned companies may
have relatively limited marketability and may be subject to more abrupt or
erratic market movements than securities of larger companies or broad market
indices. The revenue flow of such companies may be erratic and their results of
operation may fluctuate widely and may also contribute to stock
price volatility.


FUTURE DEVELOPMENTS
A Portfolio may take advantage of other investment practices that are not
currently contemplated for use by the Portfolio, or are not available but may
yet be developed, to the extent such investment practices are consistent with
the Portfolio's investment objective and legally permissible for the Portfolio.
Such investment practices, if they arise, may involve risks that are different
from or exceed those involved in the practices described above.


CHANGES IN INVESTMENT OBJECTIVES AND POLICIES
The ALLIANCEBERNSTEIN(R) VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund")
Board of Directors (the "Board") may change a Portfolio's investment objective
without shareholder approval. A Portfolio will provide shareholders with 60
days' prior written notice of any change to the Portfolio's investment
objective. Unless otherwise noted, all other investment policies of a Portfolio
may be changed without shareholder approval.


TEMPORARY DEFENSIVE POSITION
For temporary defensive purposes to attempt to respond to adverse market,
economic, political or other conditions, each Portfolio may invest in certain
types of short-term, liquid, investment grade or high quality (depending on the
Portfolio) debt securities. While a Portfolio is investing for temporary
defensive purposes, it may not meet its investment objectives.

PORTFOLIO HOLDINGS
A Portfolio's SAI includes a description of the policies and procedures that
apply to disclosure of each Portfolio's portfolio holdings.

56




INVESTING IN THE PORTFOLIOS
--------------------------------------------------------------------------------

HOW TO BUY AND SELL SHARES
The Portfolios offer their shares through the separate accounts of life
insurance companies (the "Insurers"). You may only purchase and sell shares
through these separate accounts. See the prospectus of the separate account of
the participating insurance company for information on the purchase and sale of
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from
time to time receive payments from Insurers in connection with the sale of the
Portfolio's shares through the Insurer's separate accounts.


The purchase or sale of a Portfolio's shares is priced at the next determined
NAV after the order is received in proper form.

The Insurers maintain omnibus account arrangements with the Fund in respect of
one or more Portfolios and place aggregate purchase, redemption and exchange
orders for shares of a Portfolio corresponding to orders placed by the
Insurer's customers ("Contractholders") who have purchased contracts from the
Insurers, in each case, in accordance with the terms and conditions of the
relevant contract. Omnibus account arrangements maintained by the Insurers are
discussed below under "Limitations on Ability to Detect and Curtail Excessive
Trading Practices."


ABI may refuse any order to purchase shares. Each Portfolio reserves the right
to suspend the sale of its shares to the public in response to conditions in
the securities markets or for other reasons.


DISTRIBUTION ARRANGEMENTS
The Portfolios have adopted a plan under Commission Rule 12b-1 that allows the
Portfolios to pay asset-based sales charges or distribution and/or service fees
for the distribution and sale of their shares. The amount of this fee for the
Class B shares of the Portfolios is .25% of the aggregate average daily net
assets. Because these fees are paid out of the Portfolios' assets on an ongoing
basis, over time these fees will increase the costs of your investment and may
cost you more than paying other types of sales charges.


PAYMENTS TO FINANCIAL INTERMEDIARIES
Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolios and typically receive compensation for selling shares of the
Portfolios. This compensation is paid from various sources.

  Insurers or your financial intermediary receive compensation from ABI and/or
  the Adviser in several ways from various sources, which include some or all
  of the following:


  - Rule 12b-1 fees;

  - defrayal of costs for educational seminars and training;
  - additional distribution support; and
  - payments related to providing Contractholder recordkeeping and/or
    administrative services.


In the case of Class B shares, up to 100% of the Rule 12b-1 fees applicable to
Class B shares each year may be paid to the financial intermediary that sells
Class B shares.


ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolios. Such payments will generally not exceed 0.35% of the average daily
net assets of each Portfolio attributable to the Insurer.

OTHER PAYMENTS FOR EDUCATIONAL SUPPORT AND DISTRIBUTION ASSISTANCE
In addition to the fees described above, ABI, at its expense, currently
provides additional payments to the Insurers that sell shares of the
Portfolios. These sums include payments to reimburse directly or indirectly the
costs incurred by the Insurers and their employees in connection with
educational seminars and training efforts about the Portfolios for the
Insurers' employees and/or their clients and potential clients. The costs and
expenses associated with these efforts may include travel, lodging,
entertainment and meals.


For 2010, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $400,000. In 2009, ABI paid additional payments of approximately
$400,000 for the Portfolios.


  IF ONE MUTUAL FUND SPONSOR THAT OFFERS SHARES TO SEPARATE ACCOUNTS OF AN
  INSURER MAKES GREATER DISTRIBUTION ASSISTANCE PAYMENTS THAN ANOTHER, THE
  INSURER MAY HAVE AN INCENTIVE TO RECOMMEND OR OFFER THE SHARES OF FUNDS OF
  ONE FUND SPONSOR OVER ANOTHER.

  PLEASE SPEAK WITH YOUR FINANCIAL INTERMEDIARY TO LEARN MORE ABOUT THE TOTAL
  AMOUNTS PAID TO YOUR FINANCIAL INTERMEDIARY BY THE ADVISER, ABI AND BY OTHER
  MUTUAL FUND SPONSORS THAT OFFER SHARES TO INSURERS THAT MAY BE RECOMMENDED TO
  YOU. YOU SHOULD ALSO CONSULT DISCLOSURES MADE BY YOUR FINANCIAL INTERMEDIARY
  AT THE TIME OF PURCHASE.

As of the date of this Prospectus, ABI anticipates that the Insurers or their
affiliates that will receive additional payments for educational support
include:


  AXA Advisors
  AIG SunAmerica
  Genworth Financial
  Lincoln Financial Distributors
  Merrill Lynch
  Pacific Life Insurance Co.
  Prudential
  RiverSource Distributors
  SunLife Financial
  Transamerica Capital


                                                                             57





Although the Portfolios may use brokers and dealers who sell shares of the
Portfolios to effect portfolio transactions, the Portfolios do not consider the
sale of AllianceBernstein Mutual Fund shares as a factor when selecting brokers
or dealers to effect portfolio transactions.

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES

The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that may disadvantage long-term Contractholders. These
policies are described below. There is no guarantee that a Portfolio will be
able to detect excessive or short-term trading and to identify Contractholders
engaged in such practices, particularly with respect to transactions in omnibus
accounts. Contractholders should be aware that application of these policies
may have adverse consequences, as described below, and avoid frequent trading
in Portfolio shares through purchases, sales and exchanges of shares. Each
Portfolio reserves the right to restrict, reject, or cancel, without any prior
notice, any purchase or exchange order for any reason, including any purchase
or exchange order accepted by any Insurer or a Contractholder's financial
intermediary.


RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through
short-term trading, Contractholders that engage in rapid purchases and sales or
exchanges of a Portfolio's shares dilute the value of shares held by long-term
Contractholders. Volatility resulting from excessive purchases and sales or
exchanges of shares of a Portfolio, especially involving large dollar amounts,
may disrupt efficient portfolio management. In particular, a Portfolio may have
difficulty implementing its long-term investment strategies if it is forced to
maintain a higher level of its assets in cash to accommodate significant
short-term trading activity. Excessive purchases and sales or exchanges of
shares of a Portfolio may force the Portfolio to sell portfolio securities at
inopportune times to raise cash to accommodate short-term trading activity. In
addition, a Portfolio may incur increased expenses if one or more
Contractholders engage in excessive or short-term trading. For example, a
Portfolio may be forced to liquidate investments as a result of short-term
trading and incur increased brokerage costs without attaining any investment
advantage. Similarly, a Portfolio may bear increased administrative costs due
to asset level and investment volatility that accompanies patterns of
short-term trading activity. All of these factors may adversely affect
Portfolio's performance.

Investments in foreign securities may be particularly susceptible to short-term
trading strategies. This is because foreign securities are typically traded on
markets that close well before the time a Portfolio calculates its NAV at 4:00
p.m., Eastern Time, which gives rise to the possibility that developments may
have occurred in the interim that would affect the value of these securities.
The time zone differences among international stock markets can allow a
Contractholder engaging in a short-term trading strategy to exploit differences
in share prices that are based on closing prices of foreign securities
established some time before a Portfolio calculates its own share price
(referred to as "time zone arbitrage"). Each of the Portfolios has procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be fair value of those
securities at the time the Portfolio calculates its NAV. While there is no
assurance, each of the Portfolios expects that the use of fair value pricing,
in addition to the short-term trading policies discussed below, will
significantly reduce a Contractholder's ability to engage in time zone
arbitrage to the detriment of other Contractholders.

Contractholders engaging in a short-term trading strategy may also target a
Portfolio that does not invest primarily in foreign securities. If a Portfolio
invests in securities that are, among other things, thinly traded, traded
infrequently, or relatively illiquid, it has the risk that the current market
price for the securities may not accurately reflect current market values.
Contractholders may seek to engage in short-term trading to take advantage of
these pricing differences (referred to as "price arbitrage"). All Portfolios
may be adversely affected by price arbitrage.

Money market funds generally are not effective vehicles for short-term trading
activity, and therefore the risks relating to short-term trading activity are
correspondingly lower for the Money Market Portfolio.

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the
Portfolios should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolios. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. Insurers utilizing omnibus account
arrangements may not identify to the Fund, ABI or ABIS Contractholders'
transaction activity relating to shares of a particular Portfolio on an
individual basis. Consequently, the Fund, ABI and ABIS may not be able to
detect excessive or short-term trading in shares of a Portfolio attributable to
a particular Contractholder who effects purchase and redemption and/or exchange
activity in shares of the Portfolio through an Insurer acting in an omnibus
capacity. In seeking to prevent excessive or short-term trading in shares of
the Portfolios, including the maintenance of any transaction surveillance or
account blocking procedures, the Fund, ABI and ABIS consider the information
actually available to them at the time. The Fund reserves the right to modify
this policy, including any surveillance or account blocking procedures
established from time to time to effectuate this policy, at any time without
notice.

..  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and
   AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
   procedures to detect excessive or short-term trading in Portfolio shares.
   This surveillance process involves several factors, which include
   scrutinizing individual Insurer's omnibus transaction activity in Portfolio
   shares in order to seek to ascertain

58




  whether any such activity attributable to one or more Contractholders might
  constitute excessive or short-term trading. Insurer's omnibus transaction
  activity identified by these surveillance procedures, or as a result of any
  other information actually available at the time, will be evaluated to
  determine whether such activity might indicate excessive or short-term
  trading activity attributable to one or more Contractholders. These
  surveillance procedures may be modified from time to time, as necessary or
  appropriate to improve the detection of excessive or short-term trading or to
  address specific circumstances.

..  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund, ABI or ABIS has been informed in
   writing that the terms and conditions of a particular contract may limit the
   Fund's ability to apply its short-term trading policy to Contractholder
   activity as discussed below. As a result, any Contractholder seeking to
   engage through an Insurer in purchase or exchange activity in shares of one
   or more Portfolios under a particular contract will be prevented from doing
   so. However, sales of Portfolio shares back to the Portfolio or redemptions
   will continue to be permitted in accordance with the terms of the
   Portfolio's current Prospectus. In the event an account is blocked, certain
   account-related privileges, such as the ability to place purchase, sale and
   exchange orders over the internet or by phone, may also be suspended. As a
   result, unless the Contractholder redeems his or her shares, the
   Contractholder effectively may be "locked" into an investment in shares of
   one or more of the Portfolios that the Contractholder did not intend to hold
   on a long-term basis or that may not be appropriate for the Contractholder's
   risk profile. To rectify this situation, a Contractholder with a "blocked"
   account may be forced to redeem Portfolio shares, which could be costly if,
   for example, these shares have declined in value. To avoid this risk, a
   Contractholder should carefully monitor the purchases, sales, and exchanges
   of Portfolio shares and avoid frequent trading in Portfolio shares. An
   Insurer's omnibus account that is blocked will generally remain blocked
   unless and until the Insurer provides evidence or assurance acceptable to
   the Fund that one or more Contractholders did not or will not in the future
   engage in excessive or short-term trading.

..  APPLICATIONS OF SURVEILLANCE PROCEDURES AND RESTRICTIONS TO OMNIBUS
   ACCOUNTS. The Portfolios apply their surveillance procedures to Insurers. As
   required by Commission rules, the Portfolios have entered into agreements
   with all of their financial intermediaries that require the financial
   intermediaries to provide the Portfolios, upon the request of the Portfolios
   or their agents, with individual account level information about their
   transactions. If the Portfolios detect excessive trading through their
   monitoring of omnibus accounts, including trading at the individual account
   level, Insurers will also execute instructions from the Portfolios to take
   actions to curtail the activity, which may include applying blocks to
   account to prohibit future purchases and exchanges of Portfolio shares.

HOW THE PORTFOLIOS VALUE THEIR SHARES
Each Portfolio's NAV is calculated at the close of regular trading on the
Exchange (ordinarily, 4:00 p.m., Eastern Time), only on days when the Exchange
is open for business. To calculate NAV (except for the ALLIANCEBERNSTEIN MONEY
MARKET PORTFOLIO), a Portfolio's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. If a Portfolio invests in securities that are primarily
traded on foreign exchanges that trade on weekends or other days when the
Portfolio does not price its shares, the NAV of the Portfolio's shares may
change on days when shareholders will not be able to purchase or redeem their
shares in the Portfolio.

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO'S NAV is expected to be constant
at $1.00 share, although this value is not guaranteed. The NAV is calculated at
4:00 p.m., Eastern Time, each day the Exchange is open for business. The
Portfolio values its securities at their amortized cost. This method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the investment.

The Portfolios value their securities at their current market value determined
on the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Board. When
a Portfolio uses fair value pricing, it may take into account any factors it
deems appropriate. A Portfolio may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The prices of securities used by a Portfolio to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing involves subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.

The Portfolios expect to use fair value pricing for securities primarily traded
on U.S. exchanges only under very limited circumstances, such as the early
closing of the exchange on which a security is traded or suspension of trading
in the security. The Portfolios may use fair value pricing more frequently for
securities primarily traded in foreign markets because, among other things,
most foreign markets close well before the Portfolios value their 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. For example, the Portfolios believe that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolios may frequently value
many of their foreign equity

                                                                             59




securities using fair value prices based on third party vendor modeling tools
to the extent available.

Subject to the Board's oversight, the Board has delegated responsibility for
valuing a Portfolio's assets to the Adviser. The Adviser has established a
Valuation Committee, which operates under the policies and procedures approved
by the Board, to value the Portfolio's assets on behalf of the Portfolio. The
Valuation Committee values Portfolio assets as described above.

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by a Portfolio.

60




MANAGEMENT OF THE PORTFOLIOS
--------------------------------------------------------------------------------

INVESTMENT ADVISER

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, New York 10105. The Adviser is a leading international
investment adviser managing client accounts with assets as of December 31,
2009, totaling more than $496 billion (of which over $76 billion represented
assets of investment companies). As of December 31, 2009, the Adviser managed
retirement assets for many of the largest public and private employee benefit
plans (including 42 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 39 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, there are 35
registered investment companies managed by the Adviser, comprising 110 separate
investment portfolios, with approximately 3.5 million retail accounts.


The Adviser provides investment advisory services and order placement
facilities for the Portfolios. For these advisory services, for the fiscal year
ended December 31, 2009, each of the Portfolios paid the Adviser as a
percentage of average daily net assets:




                                                        FEE AS A PERCENTAGE OF
 PORTFOLIO                                             AVERAGE DAILY NET ASSETS
 ------------------------------------------------------------------------------
                                                    
 AllianceBernstein Money Market Portfolio                        .45%
 AllianceBernstein Intermediate Bond Portfolio                   .45%
 AllianceBernstein Large Cap Growth Portfolio                    .75%
 AllianceBernstein Growth and Income Portfolio                   .55%
 AllianceBernstein Growth Portfolio                              .75%
 AllianceBernstein International Growth Portfolio                .75%
 AllianceBernstein Global Thematic Growth Portfolio              .75%
 AllianceBernstein Small Cap Growth Portfolio                    .75%
 AllianceBernstein Real Estate Investment Portfolio              .55%
 AllianceBernstein International Value Portfolio                 .75%
 AllianceBernstein Small/Mid Cap Value Portfolio                 .75%
 AllianceBernstein Value Portfolio                               .55%
 AllianceBernstein Balanced Wealth Strategy Portfolio            .55%




A discussion regarding the basis for the Board's approval of each Portfolio's
investment advisory agreement is available in the Portfolio's annual report to
shareholders for the period ending December 31, 2009 (in the case of
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, ALLIANCEBERNSTEIN INTERMEDIATE BOND
PORTFOLIO, and ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO) or in the
Portfolio's semi-annual report to shareholders for the period ending June 30,
2009 (in the case of each other Portfolio).


The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from a Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of a Portfolio. The Adviser
may, from time to time, make recommendations that result in the purchase or
sale of a particular security by its other clients simultaneously with a
Portfolio. If transactions on behalf of more than one client during the same
period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or quantity. It
is the policy of the Adviser to allocate advisory recommendations and the
placing of orders in a manner that is deemed equitable by the Adviser to the
accounts involved, including a Portfolio. When two or more of the clients of
the Adviser (including a Portfolio) are purchasing or selling the same security
on a given day from the same broker-dealer, such transactions may be averaged
as to price.

PORTFOLIO MANAGERS
The management of, and investment decisions for, the ALLIANCEBERNSTEIN GROWTH
AND INCOME PORTFOLIO are made by the Adviser's Relative Value Investment Team.
The Relative Value Investment Team relies heavily on the fundamental analysis
and research of the Adviser's large internal research staff. While the members
of the team work jointly to determine the investment strategy, including
security selection, for the Portfolio, Mr. Frank Caruso, CFA, who is Chief
Investment Officer of the Adviser's Relative Value Investment Team, is
primarily responsible for the day-to-day management of the Portfolio (since
2001). Mr. Caruso is a Senior Vice President of the Adviser, with which he has
been associated in a substantially similar capacity to his current position
since prior to 2005.

The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO are made by the Adviser's U.S.
Core Fixed Income Investment Team. The U.S. Core Fixed Income Investment Team
relies heavily on the fundamental analysis and research of the Adviser's large
internal research staff.

The following table lists the persons within the U.S. Core Fixed Income
Investment Team with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:




                                                PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                            THE PAST FIVE (5) YEARS
----------------------------------------------------------------------------------
                                       
Paul J. DeNoon; since March 2009; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser             with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005.

Shawn E. Keegan; since April 2007; Vice   Vice President of the Adviser, with
President of the Adviser                  which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005.




                                                                             61







                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                                THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------------
                                          
Alison M. Martier; since April 2007; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser and Director   with which she has been associated in
of Fixed-Income Senior Portfolio             a substantially similar capacity to her
Management Team                              current position as a portfolio manager
                                             since prior to 2005, and Director of
                                             Fixed-Income Senior Portfolio
                                             Management Team.

Douglas J. Peebles; since November 2007;     Executive Vice President of the Adviser,
Executive Vice President of the Adviser,     with which he has been associated in a
Chief Investment Officer and Head of         substantially similar capacity to his
Fixed-Income                                 current position as a portfolio manager
                                             since prior to 2005, Chief Investment
                                             Officer and Head of Fixed-Income.

Greg J. Wilensky; since April 2007; Senior   Senior Vice President of the Adviser,
Vice President of the Adviser                with which he has been
                                             associated in a substantially similar
                                             capacity to his current position
                                             as a portfolio manager since prior to
                                             2005.




The day-to-day management of and investment decisions for the ALLIANCEBERNSTEIN
GROWTH PORTFOLIO are made by the Adviser's U.S. Growth senior sector analysts,
with oversight by the Adviser's U.S. Growth Portfolio Oversight Group. Stock
selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior sector analyst dedicated to that sector. The senior
sector analyst relies heavily on the fundamental and quantitative analysis and
research of the Adviser's industry focused equity analysts in the U.S. and
abroad.

The Adviser's U.S. Growth Portfolio Oversight Group, comprised of senior
investment professionals, in consultation with the U.S. Growth senior sector
analysts, is responsible for determining the market sectors in which the
Portfolio invests and the percentage allocation into each sector.

The following table lists the senior members of the U.S. Growth Portfolio
Oversight Group with the responsibility for day-to-day management of the
Portfolio's portfolio, the length of time that each person has been jointly and
primarily responsible for the Portfolio, and each person's principal occupation
during the past five years:




                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------------
                                        
William D. Baird; since 2006; Senior Vice  Senior Vice President of the Adviser,
President of the Adviser                   with which he has been associated in a
                                           substantially similar capacity to his
                                           current position as a portfolio manager
                                           since prior to 2005.

Frank V. Caruso; since December 2008;      (see above)
Senior Vice President of the Adviser

Lisa A. Shalett; since December 2008;      Executive Vice President of the Adviser,
Executive Vice President of the Adviser    with which she has been associated in a
                                           substantially similar capacity to her
                                           current position as a portfolio manager
                                           since prior to 2005. In February 2007, she
                                           joined the management team of Alliance
                                           Growth Equities as the Global Research
                                           Director and was named Global Head of
                                           Growth Equities in January 2008. For the
                                           four years prior, Ms. Shalett was Chair
                                           and Chief Executive Officer of Sanford C.
                                           Bernstein LLC, the firm's institutional
                                           research brokerage business.






                                                PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS
------------------------------------------------------------------------------------
                                      
Vadim Zlotnikov; since December 2008;    Executive Vice President of the Adviser,
Executive Vice President of the Adviser  and Chief Investment Officer of Growth
                                         Equities and Head of Growth Portfolio
                                         Analytics since January 2008. Prior
                                         thereto, he was the Chief Investment
                                         Strategist for Sanford C. Bernstein's
                                         institutional research unit since prior to
                                         2005.




The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO'S portfolio will be made by
the Adviser's Global Thematic Growth Portfolio Oversight Group, co-headed by
Catherine Wood and Stephen Tong and comprised of representatives of the
Adviser's Global Economic Research Team, Growth Quantitative Research Team,
Early Stage Growth Team and Research on Strategic Change Team. Each Investment
Team relies heavily on the fundamental analysis and research of the Adviser's
large internal research staff.

The following table lists the senior members of the Teams with the most
significant responsibility for the day-to-day management of the Portfolio's
portfolio, the length of time that each person has been jointly and primarily
responsible for the Portfolio, and each person's principal occupation during
the past five years.




                                                 PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS
------------------------------------------------------------------------------------
                                       
Joseph G. Carson; since May 2009; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser             with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005 and Director of
                                          Global Economic Research on Fixed-
                                          Income.

Amy P. Raskin; since May 2009; Senior     Senior Vice President of the Adviser,
Vice President of the Adviser             with which she has been associated in
                                          a substantially similar capacity to her
                                          current position as a portfolio manager
                                          since prior to 2005. She is also Director
                                          of Research on Strategic Change since
                                          2006 and Director of Early Stage
                                          Growth Unit since 2008.

Andrew S. Reiss; since November 2009;     Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005. He is also Director
                                          of Research on Strategic Change.

Robert W. Scheetz; since November 2009;   Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which he has been associated in a
                                          substantially similar capacity to his
                                          current position as a portfolio manager
                                          since prior to 2005.

Lisa A. Shalett; since May 2009; (see     (see above)
above)

Catherine D. Wood; since May 2009;        Senior Vice President of the Adviser,
Senior Vice President of the Adviser      with which she has been associated in
                                          a substantially similar capacity to her
                                          current position as a portfolio manager
                                          since prior to 2005. She is also the
                                          Chief Investment Officer of Strategic
                                          Research.

Vadim Zlotnikov; since May 2009; (see     (see above)
above)




62





The management of, and investment decisions for, the ALLIANCEBERNSTEIN
INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's International Growth
senior sector analysts, with oversight by the Adviser's International Growth
Portfolio Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior sector analyst dedicated to his/her respective
sector. The senior sector analysts rely heavily on the fundamental and
quantitative analysis and research of the Adviser's industry-focused equity
analysts in the United States and abroad.

The Adviser's International Growth Portfolio Oversight Group, comprised of
senior investment professionals, in consultation with the International Growth
senior sector analysts, is responsible for determining the market sectors in
which the Portfolio invests and the percentage allocation into each sector. No
one person is principally responsible for making recommendations for the
Portfolio's portfolio.

The following table lists the members of the International Growth Portfolio
Oversight Group with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:




                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE;                              THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                         
Gregory P. Eckersley; since 2006; Senior    Senior Vice President of the Adviser,
Vice President of the Adviser               with which he has been associated in a
                                            substantially similar capacity to his
                                            current position as a portfolio manager
                                            since prior to 2005.

Robert W. Scheetz; since 2006; (see above)  (see above)

Christopher M. Toub; since 2005;            Executive Vice President of the Adviser,
Executive Vice President of the Adviser     with which he has been associated in a
                                            substantially similar capacity to his
                                            current position as a portfolio manager
                                            since prior to 2005.





The management of, and investment decisions for, each of the other Portfolios'
portfolios are made by certain Senior Investment Management Teams or Investment
Teams. Each Investment Policy Group or Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff. No one person is principally responsible for making recommendations for
each Portfolio's portfolio.

The following table lists the Senior Investment Management Teams or Investment
Teams, as applicable, the persons within each Investment Policy Group or
Investment Team with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio, the length of time that each person
has been jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:





                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
 AllianceBernstein Small   Bruce K. Aronow; since    Senior Vice President of
 Cap Growth Portfolio      2000; Senior Vice         the Adviser, with which
 Small Cap Growth          President of the Adviser  he has been associated
 Investment Team           and Small Cap Growth      in a substantially
                           Team Leader               similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           N. Kumar Kirpalani;       Senior Vice President of
                           since 2005; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Samantha S. Lau; since    Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  she has been associated
                                                     in a substantially
                                                     similar capacity to her
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Wen-Tse Tseng; since      Vice President of the
                           2006; Vice President of   Adviser, with which he
                           the Adviser               has been associated in a
                                                     substantially similar
                                                     capacity to his current
                                                     position as a portfolio
                                                     manager since March
                                                     2006. Prior thereto, he
                                                     was the healthcare-
                                                     sector portfolio manager
                                                     for the small-cap growth
                                                     team at William D.
                                                     Witter from September
                                                     2003 to February 2006.
                                                     He also worked at Weiss,
                                                     Peck & Greer, managing
                                                     the healthcare-sector
                                                     with the same team with
                                                     which he worked at
                                                     William D. Witter, from
                                                     April 2002 to August
                                                     2003.




                                                                             63







                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
 AllianceBernstein Real    Teresa Marziano; since    Senior Vice President of
 Estate Investment         2004; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  she has been associated
 REIT Senior Investment    and Chief Investment      in a substantially
 Management Team           Officer of Global Real    similar capacity to her
                           Estate Investments        current position as a
                                                     portfolio manager since
                                                     prior to 2005 and Chief
                                                     Investment Officer of
                                                     Global Real Estate
                                                     Investments since July
                                                     2004. Prior thereto, she
                                                     was Co-Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments since
                                                     July 2004 and a Senior
                                                     Analyst of investment
                                                     research at
                                                     Sanford C. Bernstein &
                                                     Co., Inc. ("SCB") since
                                                     prior to 2005.

                           Prashant Tewari; since    Vice President of the
                           2010; Vice President of   Adviser, with which he
                           the Adviser               has been associated in a
                                                     substantially similar
                                                     capacity to his current
                                                     position as a portfolio
                                                     manager since prior to
                                                     2005.

                           Diane Won; since 2010;    Senior Vice President of
                           Senior Vice President of  the Adviser, with which
                           the Adviser               she has been associated
                                                     in a substantially
                                                     similar capacity to her
                                                     current position as a
                                                     portfolio manager since
                                                     June 2005. Previously,
                                                     she was a senior case
                                                     team leader at Monitor
                                                     Group, concentrating on
                                                     business, operations,
                                                     and sales and marketing
                                                     strategy.

 AllianceBernstein         Henry S. D'Auria; since   Senior Vice President of
 International Value       2003; Senior Vice         the Adviser, with which
 Portfolio                 President of the          he has been associated
 International Value       Adviser, Chief            in a substantially
 Senior Investment         Investment Officer of     similar capacity to his
 Management Team           Emerging Markets Value    current position as a
                           Equities, and Co-Chief    portfolio manager since
                           Investment Officer of     prior to 2005, Chief
                           International Value       Investment Officer of
                           Equities                  Emerging Markets Value
                                                     Equities since 2002 and
                                                     Co-Chief Investment
                                                     Officer of International
                                                     Value Equities of the
                                                     Adviser since June 2003.

                           Sharon E. Fay; since      Executive Vice President
                           2005; Executive Vice      and Chief Investment
                           President of the Adviser  Officer of Global Value
                           and Chief Investment      Equities at the Adviser
                           Officer of Global Value   since prior to 2005 and
                           Equities                  the head of Value
                                                     Equities at SCB. She has
                                                     chaired the Global Value
                                                     Investment Policy Groups
                                                     since prior to 2005.

                           Eric J. Franco; since     Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Kevin F. Simms; since     Senior Vice President of
                           inception; Senior Vice    the Adviser, with which
                           President of the          he has been associated
                           Adviser, Co-Chief         in a substantially
                           Investment Officer of     similar capacity to his
                           International Value       current position as a
                           Equities, and Global      portfolio manager since
                           Director of Value         prior to 2005 and
                           Research                  Co-Chief Investment
                                                     Officer of International
                                                     Value Equities at the
                                                     Adviser since 2003. He
                                                     is also Global Director
                                                     of Value Research at the
                                                     Adviser since prior to
                                                     2005.

 AllianceBernstein         James W. MacGregor;       Senior Vice President of
 Small/Mid Cap Value       since 2005; Senior Vice   the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 Small/Mid Cap Value       and Chief Investment      in a substantially
 Senior Investment         Officer--Small- and       similar capacity to his
 Management Team           Mid-Cap Value Equities    current position as a
                           (since 2009)              portfolio manager since
                                                     prior to 2005. He is
                                                     also currently Chief
                                                     Investment
                                                     Officer--Small- and
                                                     Mid-Cap Value Equities.

                           Joseph G. Paul; since     Senior Vice President of
                           2002; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Chief Investment      in a substantially
                           Officer--North American   similar capacity to his
                           Value Equities and        current position as a
                           Co-Chief Investment       portfolio manager since
                           Officer--US Large Cap     prior to 2005. He is
                           Value Equities            also Co-Chief Investment
                                                     Officer--US Large Cap
                                                     Value Equities, Chief
                                                     Investment
                                                     Officer--North American
                                                     Value Equities, and
                                                     Global Head of
                                                     Diversified Value. Until
                                                     2009, he was Chief
                                                     Investment
                                                     Officer--Small and
                                                     Mid-Capitalization Value
                                                     Equities, Co-Chief
                                                     Investment Officer of
                                                     Real Estate Investments,
                                                     and Chief Investment
                                                     Officer of Advanced
                                                     Value since prior to
                                                     2005.

                           Andrew J. Weiner; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           in a substantially
                           Research--Small- and      similar capacity to his
                           Mid-Cap Value Equities    current position as a
                                                     portfolio manager since
                                                     prior to 2005. He is
                                                     also Director of
                                                     Research--Small- and
                                                     Mid-Cap Value Equities
                                                     since 2009.

 AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of
 Portfolio                 since 2005; Senior Vice   the Adviser, with which
 North American Senior     President of the Adviser  he has been associated
 Investment Management                               in a substantially
 Team                                                similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.




64







                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                                               
                           Joseph G. Paul; since     (see above)
                           2002; (see above)

                           John D. Phillips; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           David Yuen; since May     Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Co-Chief Investment   in a substantially
                           Officer and Director of   similar capacity to his
                           Research--U.S. Large Cap  current position as a
                           Value Equities            portfolio manager since
                                                     prior to 2005. He is
                                                     also Co-Chief Investment
                                                     Officer and Director of
                                                     Research--U.S. Large Cap
                                                     Value Equities.

 AllianceBernstein Large   Joseph R. Elegante;       Senior Vice President of
 Cap Growth Portfolio      since 2010; Senior Vice   the Adviser, with which
 U.S. Large Cap Growth     President of the Adviser  he has been associated
 Investment Team                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr.
                                                     Elegante has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2004.

                           Jason P. Ley; since       Senior Vice President of
                           2010; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr. Ley
                                                     has been a member of the
                                                     U.S. Large Cap Growth
                                                     Investment Team since
                                                     2000.

                           David F. Randell; since   Senior Vice President of
                           2010; Senior Vice         the Adviser, with which
                           President                 he has been associated
                           of the Adviser            in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     2007. Mr. Randell has
                                                     been a member of the
                                                     U.S. Large Cap Growth
                                                     Investment Team since
                                                     2007. Prior thereto, a
                                                     principal and a member
                                                     of the Investment
                                                     Committee of GTCR Golder
                                                     Rauner LLC, a private
                                                     equity firm, since prior
                                                     to 2005.

                           P. Scott Wallace; since   Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005. Mr.
                                                     Wallace has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2001.

 AllianceBernstein         Thomas J. Fontaine;       Senior Vice President of
 Balanced Wealth Strategy  since July 2008; Senior   the Adviser and since
 Portfolio                 Vice President of the     June 2008 Director of
 Multi-Asset               Adviser and Director of   Research--Defined
 Solutions Team            Research--Defined         Contribution.
                           Contribution              Previously, he was a
                                                     Director of Research for
                                                     the Adviser's Style
                                                     Blend Services, a member
                                                     of the Blend Investment
                                                     Policy Team from
                                                     February 2006 to June
                                                     2008 and served as a
                                                     senior quantitative
                                                     analyst since prior to
                                                     2005.

                           Dokyoung Lee; since July  Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           in a similar capacity to
                           Research--Blend           his current position as
                           Strategies                a portfolio manager
                                                     since prior to 2005 and
                                                     Director of
                                                     Research--Blend
                                                     Strategies since June
                                                     2008.

                           Seth J. Masters; since    Executive Vice President
                           inception; Executive      of the Adviser, with
                           Senior Vice President of  which he has been
                           the Adviser and Chief     associated in a
                           Investment Officer of     substantially similar
                           Blend Strategies and      capacity to his current
                           Defined Contribution      position as a portfolio
                                                     manager since prior to
                                                     2005 and Chief
                                                     Investment Officer of
                                                     Blend Strategies and
                                                     Defined Contribution.

                           Christopher H. Nikolich;  Senior Vice President of
                           since inception; Senior   the Adviser, with which
                           Vice President of the     he has been associated
                           Adviser                   in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005.

                           Patrick J. Rudden; since  Senior Vice President of
                           February 2009; Senior     the Adviser, with which
                           Vice President of the     he has been associated
                           Adviser                   in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2005 and Global
                                                     Head of Institutional
                                                     Investment Solutions. He
                                                     is a member of the
                                                     Global, European and UK
                                                     Value Equity Investment
                                                     Policy Groups.




                                                                             65







PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Although the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO itself has
limited performance history, certain of the investment teams employed by the
Adviser in managing the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
have experience in managing discretionary accounts of institutional clients
and/or other registered investment companies and portions thereof (the "Equity
and Fixed-Income Historical Accounts") that have substantially the same
investment objectives and policies and are managed in accordance with
essentially the same investment strategies as those applicable to the portions
of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO they manage. The
Equity and Fixed-Income Historical Accounts that are not registered investment
companies or portions thereof are not subject to certain limitations,
diversification requirements and other restrictions imposed under the 1940 Act
and the Internal Revenue Code to which the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO, as a registered investment company, is subject and which,
if applicable to the Equity and Fixed-Income Historical Accounts, may have
adversely affected the performance of the Equity and Fixed-Income Historical
Accounts.

Set forth below is performance data provided by the Adviser relating to the
Equity and Fixed-Income Historical Accounts managed by investment teams that
manage the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets.
Performance data is shown for the period during which the relevant investment
team of the Adviser or its Bernstein unit managed the Equity and Fixed-Income
Historical Accounts through December 31, 2009. The aggregate assets for the
Equity and Fixed-Income Historical Accounts managed by each investment team as
of December 31, 2009 are also shown. Each of an investment team's Equity and
Fixed-Income Historical Accounts has a nearly identical composition of
investment holdings and related percentage weightings.

The performance data is net of all fees (including brokerage commissions)
charged to the Equity and Fixed-Income Historical Accounts, calculated on a
monthly basis. The data has not been adjusted to reflect any fees that will be
payable by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO, which may
be higher than the fees imposed on the Equity and Fixed-Income Historical
Accounts, and will reduce the returns of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO. The data has not been adjusted to reflect the fees imposed
by insurance company separate accounts in connection with variable products
that invest in the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO. Except
as noted, the performance data has also not been adjusted for corporate or
individual taxes, if any, payable by account owners.

The Adviser has calculated the investment performance of the Equity and
Fixed-Income Historical Accounts on a trade-date basis. Dividends have been
accrued at the end of the month and cash flows weighted daily. Composite
investment performance for US Large Cap Value, International Large Cap Value
and International Large Cap Growth accounts has been determined on an equal
weighted basis for periods prior to January 1, 2003 and on an asset weighted
basis for periods subsequent thereto. Composite investment performance for all
other accounts has been determined on an asset weighted basis. New accounts are
included in the composite investment performance computations at the beginning
of the quarter following the initial contribution. The total returns set forth
below are calculated using a method that links the monthly return amounts for
the disclosed periods, resulting in a time-weighted rate of return. Other
methods of computing the investment performance of the Equity and Fixed-Income
Historical Accounts may produce different results, and the results for
different periods may vary.

The Russell 1000(R) universe of securities is compiled by Frank Russell Company
and is segmented into two style indices, based on a "non-linear probability"
method to assign stocks to the growth and value style indices. The term
"probability" is used to indicate the degree of certainty that a stock is value
or growth based on its relative book-to-price ratio and I/B/E/S forecast
long-term growth mean. The Russell 1000(R) Growth Index ("Russell 1000 Growth")
is designed to include those Russell 1000(R) securities with higher
price-to-book ratios and higher forecasted growth values. In contrast, the
Russell 1000(R) Value Index ("Russell 1000 Value") is designed to include those
Russell 1000(R) securities with lower price-to-book ratios and lower forecasted
growth values.

The Morgan Stanley Capital International Europe, Australasia, Far East Index
(the "MSCI EAFE Index") is an international, unmanaged, weighted stock market
index that includes over 1,000 securities listed on the stock exchanges of 21
developed market countries from Europe, Australia and the Far East.

The unmanaged Barclays Capital U.S. Aggregate Index ("Barclays Capital U.S.
Aggregate") is composed of the Mortgage-Backed Securities Index, the
Asset-Backed Securities Index and the Government/Corporate Bond Index. It is a
broad measure of the performance of taxable bonds in the US market, with
maturities of at least one year.

The FTSE EPRA/NAREIT Developed Global Real Estate Index ("FTSE EPRA/NAREIT
Developed Index") is a free- floating, market capitalization weighted index
structured in such a way that it can be considered to represent general trends
in all eligible real estate stocks worldwide. The index is designed to reflect
the stock performance of companies engaged in specific aspects of the North
American, European and Asian real estate markets.

To the extent an investment team utilizes investment techniques such as futures
or options, the indices shown may not be substantially comparable to the
performance of the investment team's Equity and Fixed-Income Historical
Accounts. The indices shown are included to illustrate material economic and
market factors that existed during the time period shown. None of the indices
reflects the deduction of any fees. If an investment team were to purchase a
portfolio of securities substantially identical to the securities comprising
the relevant index, the performance of the portion of the ALLIANCEBERNSTEIN
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to
the index would be reduced by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S

66




expenses, including brokerage commissions, advisory fees, distribution fees,
custodial fees, transfer agency costs and other administrative expenses, as
well as by the impact on the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S shareholders of sales charges and income taxes.

The following performance data is provided solely to illustrate each investment
team's performance in managing the Equity and Fixed-Income Historical Accounts
as measured against certain broad-based market indices. The performance of the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO will be affected both by
the performance of each investment team managing a portion of the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets and by the
Adviser's allocation of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S portfolio among its various investment teams. If some or all of the
investment teams employed by the Adviser in managing the ALLIANCEBERNSTEIN
BALANCED WEALTH STRATEGY PORTFOLIO were to perform relatively poorly, and/or if
the Adviser were to allocate more of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO'S portfolio to relatively poorly performing investment
teams, the performance of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO would suffer. Investors should not rely on the performance data of
the Equity and Fixed-Income Historical Accounts as an indication of future
performance of all or any portion of the ALLIANCEBERNSTEIN BALANCED WEALTH
STRATEGY PORTFOLIO.

The investment performance for the periods presented may not be indicative of
future rates of return. The performance was not calculated pursuant to the
methodology established by the Commission that will be used to calculate the
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S performance. The use of
methodology different from that used to calculate performance could result in
different performance data.

EQUITY AND FIXED-INCOME HISTORICAL ACCOUNTS
--------------------------------------------------------------------------------

NET OF FEES PERFORMANCE
For periods ended December 31, 2009, with their Aggregate Assets as of
December 31, 2009




INVESTMENT TEAMS AND                 ASSETS                                       SINCE   INCEPTION
BENCHMARKS                        (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
---------------------------------------------------------------------------------------------------
                                                                     
EQUITY
---------------------------------------------------------------------------------------------------
US Large Cap Growth                $10,868.71   36.98%  -2.09%  1.92%   -3.49%   12.91%*  12/31/77
Russell 1000 Growth                             37.21%  -1.89%  1.63%   -3.99%     N/A
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $5,707.58   21.11% -11.69% -2.22%    3.26%    3.22%    3/31/99
Russell 1000 Value                              19.69%  -8.96% -0.25%    2.47%    2.84%
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $3,927.29   32.29%  -8.26%  1.10%   -0.62%    5.50%   12/31/90
MSCI EAFE                                       31.78%  -6.04%  3.54%    1.17%    5.75%
---------------------------------------------------------------------------------------------------
International Large Cap Value       $3,664.44   38.50% -12.13%  1.62%    N/A      7.54%    3/31/01
MSCI EAFE                                       31.78%  -6.04%  3.54%    N/A      4.88%
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,235.56   36.01% -10.71%  2.61%    N/A      9.51%    9/30/03
FTSE EPRA/NAREIT Developed Index                38.26% -12.39%  2.00%    N/A      8.90%
---------------------------------------------------------------------------------------------------
FIXED INCOME
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $213.00   14.10%   5.69%  4.91%    6.34%    7.22%   12/31/86
Barclays Capital U.S. Aggregate                  5.93%   6.04%  4.97%    6.33%    7.18%
---------------------------------------------------------------------------------------------------



*The inception date for the Russell 1000 Growth Index was December 31, 1978;
 the total returns for the US Large Cap Growth Strategy and that benchmark for
 that date through 12/31/09 were 13.43% and 10.38%, respectively.

LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein
Mutual Funds, certain officers of the Adviser ("AllianceBernstein defendants");
and certain other unaffiliated defendants, as well as unnamed Doe defendants.
The Hindo Complaint was filed in the United States District Court for the
Southern District of New York by alleged shareholders of two of the
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the
Alliance defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in "late trading" and
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Securities and
Exchange Act of 1934, and Sections 206 and 215 of the Investment Advisers Act
of 1940. Plaintiffs seek an unspecified amount of compensatory damages and
rescission of their contracts with the Adviser, including recovery of all fees
paid to the Adviser pursuant to such contracts.

Following October 2, 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants. On
September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative

                                                                             67




claims; derivative claims brought on behalf of Holding; and claims brought
under ERISA by participants in the Profit Sharing Plan for Employees of the
Adviser. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Order of the
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuance dated
September 1, 2004.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding containing their
agreement to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date. The settlement amount ($30 million), which the Adviser previously accrued
and disclosed, has been disbursed. The derivative claims brought on behalf of
Holding, in which plaintiffs seek an unspecified amount of damages, remain
pending.

It is possible that these matters and or other developments resulting from
these matters could result in increased redemptions of the affected fund's
shares or other adverse consequences to those funds. This may require those
funds to sell investments to provide for sufficient liquidity and could also
have an adverse effect on the investment performance of the Portfolios.
However, the Adviser believes that these matters are not likely to have a
material adverse effect on its ability to perform advisory services relating to
those funds or the Portfolios.

68




DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO declares income dividends each
business day at 4:00 p.m., Eastern Time. The dividends are paid monthly via
automatic investment in additional full and fractional shares. As these
additional shares are entitled to income, a compounding of income occurs.

The other Portfolios declare dividends on their shares at least annually. The
income and capital gains distribution will be made in shares of each Portfolio.

See the prospectus of the separate account of the participating insurance
company for federal income tax information.

Investment income received by a Portfolio from sources within foreign countries
may be subject to foreign income taxes withheld at the source. Provided that
certain requirements are met, a Portfolio may "pass-through" to its
shareholders credits or deductions to foreign income taxes paid. Non-U.S.
investors may not be able to credit or deduct such foreign taxes.

                                                                             69




GLOSSARY
--------------------------------------------------------------------------------

BONDS are interest-bearing or discounted government or corporate securities
that obligate the issuer to pay the bond holder a specified sum of money,
usually at specified intervals, and to repay the principal amount of the loan
at maturity.

FIXED-INCOME SECURITIES are investments, such as bonds or other debt securities
or preferred stocks that pay a fixed rate of return.

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, including obligations that are
issued by private issuers that are guaranteed as to principal or interest by
the U.S. Government, its agencies or instrumentalities, or by certain
government-sponsored entities (entities chartered by or sponsored by Act of
Congress). These securities include securities backed by the full faith and
credit of the United States, those supported by the right of the issuer to
borrow from the U.S. Treasury, and those backed only by the credit of the
issuing agency or entity itself. The first category includes U.S. Treasury
securities (which are U.S. Treasury bills, notes, and bonds) and certificates
issued by GNMA. U.S. Government securities not backed by the full faith and
credit of the United States or a right to borrow from the U.S. Treasury include
certificates issued by FNMA and FHLMC.

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX covers the U.S. Dollar-denominated,
investment-grade, fixed-rate, taxable bond market of SEC-registered securities.
The Index figures do not reflect any deduction for fees, expenses or taxes.

FTSE NAREIT EQUITY REIT INDEX is an index of publicly traded REITs that own
commercial property. The Index figures do not reflect any deduction for fees,
expenses or taxes.


MSCI AC WORLD INDEX is a free float-adjusted market capitalization weighted
index that is designed to measure the equity market performance of developed
and emerging markets. As of June 2009, the MSCI AC WORLD INDEX consisted of 45
country indices comprising 23 developed and 22 emerging market country indices.
The Index figures do not reflect any deduction for fees, expenses or taxes.


MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market
capitalization index that is designed to measure the equity market performance
of developed markets, excluding the United States and Canada. The Index figures
do not reflect any deduction for fees, expenses or taxes.


MSCI WORLD INDEX is Morgan Stanley Capital International's market
capitalization weighted index composed of companies representative of the
market structure of 23 developed market countries in North America, Europe, and
the Asia/Pacific Region. The index is calculated without dividends, with net or
with gross dividends reinvested, in both U.S. Dollars and local currencies. The
Index figures do not reflect any deduction for fees, expenses or taxes.


RUSSELL 1000(R) GROWTH INDEX measures the performance of the large-cap growth
segment of the U.S. equity universe. It includes those Russell 1000(R)
companies with higher price-to-book ratios and higher forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 1000(R) VALUE INDEX measures the performance of the large-cap value
segment of the U.S. equity universe. It includes those Russell 1000(R)
companies with lower price-to-book ratios and lower expected growth values. The
Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 2000(R) GROWTH INDEX measures the performance of the small-cap growth
segment of the U.S. equity universe. It includes those Russell 2000(R)
companies with higher price-to-value ratios and higher forecasted growth
values. The Index figures do not reflect any deduction for fees, expenses or
taxes.

RUSSELL 2500(R) INDEX measures the performance of the small- to mid-cap segment
of the U.S. equity universe, commonly referred to as "smid" cap. The Russell
2500(R) Index is a subset of the Russell 3000(R) Index. It includes
approximately 2500 of the smallest securities based on a combination of their
market cap and current index membership. The Index figures do not reflect any
deduction for fees, expenses or taxes.

RUSSELL 2500(R) VALUE INDEX measures the performance of the small- to mid-cap
value segment of the U.S. equity universe. It includes those Russell 2500(R)
companies with lower price-to-book ratios and lower forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

RUSSELL 3000(R) GROWTH INDEX measures the performance of the broad growth
segment of the U.S. equity universe. It includes those Russell 3000(R)
companies with higher price-to-book ratios and higher forecasted growth values.
The Index figures do not reflect any deduction for fees, expenses or taxes.

S&P 500 INDEX includes 500 leading companies in leading industries of the U.S.
economy. S&P 500 is a core component of the U.S. indices that could be used as
building blocks for portfolio construction. The Index figures do not reflect
any deduction for fees, expenses or taxes.

70




FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------


The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years (or, if shorter, the
period of the Portfolio's operations). Certain information reflects financial
results for a single share of a class of each Portfolio. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). The total returns in the table do not take into account
separate account charges. If separate account charges were included, an
investor's returns would have been lower. This information has been audited by
Ernst & Young LLP, the independent registered public accounting firm for all
Portfolios, whose reports, along with each Portfolio's financial statements,
are included in each Portfolio's annual report, which is available upon request.


ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------



                                                                           2009        2008     2007      2006       2005
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       -------       -------  -------  -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                      .00(a)(b)     .02      .04      .04         .02
                                                                       -------       -------  -------  -------     -------
LESS: DIVIDENDS
Dividends from net investment income                                       .00(a)(b)    (.02)    (.04)    (.04)       (.02)
                                                                       -------       -------  -------  -------     -------
Net asset value, end of period                                         $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       =======       =======  =======  =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                        .09%         1.64%    4.08%    3.96%       2.10%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $39,105       $36,423  $23,846  $24,537     $25,778
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                                .71%         1.20%    1.24%    1.19%(d)    1.19%
Expenses, before waivers and reimbursements                               1.15%         1.20%    1.24%    1.19%(d)    1.19%
Net investment income                                                      .08%(b)      1.57%    4.00%    3.89%(d)    2.06%
---------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------



                                                                         2009       2008      2007      2006       2005
-------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Net asset value, beginning of period                                   $ 10.40   $ 11.67    $ 11.67  $ 11.72     $ 12.18
                                                                       -------   -------    -------  -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .49       .48        .50      .46         .38
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    1.36     (1.21)       .02     (.06)       (.17)
Contributions from Adviser                                                0.00       .00(f)    0.00     0.00        0.00
                                                                       -------   -------    -------  -------     -------
Net increase (decrease) in net asset value from operations                1.85      (.73)       .52      .40         .21
                                                                       -------   -------    -------  -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.39)     (.54)      (.52)    (.45)       (.33)
Distributions from net realized gain on investment transactions           0.00      0.00       0.00     0.00        (.34)
                                                                       -------   -------    -------  -------     -------
Total dividends and distributions                                         (.39)     (.54)      (.52)    (.45)       (.67)
                                                                       -------   -------    -------  -------     -------
Net asset value, end of period                                         $ 11.86   $ 10.40    $ 11.67  $ 11.67     $ 11.72
                                                                       =======   =======    =======  =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                      18.20%*   (6.59)%*    4.60%    3.59%       1.75%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $41,341   $40,929    $20,289  $22,340     $24,716
Ratio to average net assets of:
Expenses                                                                   .94%      .89%      1.03%    1.02%(d)     .96%
Net investment income                                                     4.44%     4.47%      4.32%    4.01%(d)    3.14%
Portfolio turnover rate                                                    102%      106%        90%     327%        529%
-------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


                                                                             71





ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                          2009       2008        2007        2006         2005
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Net asset value, beginning of period                                   $  18.03   $  29.96    $  26.37   $  26.55      $  23.11
                                                                       --------   --------    --------   --------      --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                             .04       (.02)       (.08)      (.09)         (.12)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     6.65     (11.91)       3.67       (.09)         3.56
                                                                       --------   --------    --------   --------      --------
Net increase (decrease) in net asset value from operations                 6.69     (11.93)       3.59       (.18)         3.44
                                                                       --------   --------    --------   --------      --------
Net asset value, end of period                                         $  24.72   $  18.03    $  29.96   $  26.37      $  26.55
                                                                       ========   ========    ========   ========      ========
TOTAL RETURN
Total investment return based on net asset value(c)                       37.10%*   (39.82)%*    13.61%*     (.68)%       14.89%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $233,460   $192,976    $393,537   $456,374      $624,453
Ratio to average net assets of:
Expenses                                                                   1.13%      1.09%       1.07%      1.08%(d)      1.06%
Net investment income (loss)                                                .22%      (.08)%      (.27)%     (.37)%(d)     (.53)%
Portfolio turnover rate                                                     .97%        89%         92%        81%           54%
---------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------



                                                                     2009       2008         2007           2006         2005
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Net asset value, beginning of period                              $  12.97   $  26.55    $    26.93    $    24.65     $    23.87
                                                                  --------   --------    ----------    ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                               .18        .25           .32           .29            .25
Net realized and unrealized gain (loss) on investment
 transactions                                                         2.42      (9.66)          .96          3.63            .83
Contributions from Adviser                                            0.00        .00(f)        .06          0.00           0.00
                                                                  --------   --------    ----------    ----------     ----------
Net increase (decrease) in net asset value from operations            2.60      (9.41)         1.34          3.92           1.08
                                                                  --------   --------    ----------    ----------     ----------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                  (.49)      (.37)         (.34)         (.30)          (.30)
Distributions from net realized gain on investment transactions       0.00      (3.80)        (1.38)        (1.34)          0.00
                                                                  --------   --------    ----------    ----------     ----------
Total dividends and distributions                                     (.49)     (4.17)        (1.72)        (1.64)          (.30)
                                                                  --------   --------    ----------    ----------     ----------
Net asset value, end of period                                    $  15.08   $  12.97    $    26.55    $    26.93     $    24.65
                                                                  ========   ========    ==========    ==========     ==========
TOTAL RETURN
Total investment return based on net asset value(c)                  20.35%*   (40.69)%*       4.86%**      16.98%          4.60%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                         $837,533   $819,994    $1,758,210    $2,013,964     $2,073,693
Ratio to average net assets of:
Expenses                                                               .88%       .87%          .84%          .86%(d)        .85%
Net investment income                                                 1.33%      1.36%         1.18%         1.17%(d)       1.05%
Portfolio turnover rate                                                125%       184%           74%           60%            72%
---------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


72





ALLIANCEBERNSTEIN GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                         2009       2008       2007        2006         2005
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Net asset value, beginning of period                                   $ 12.88   $ 22.42    $  19.90   $  20.15      $  18.05
                                                                       -------   -------    --------   --------      --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                            .01      (.08)       (.10)      (.09)         (.12)
Net realized and unrealized gain (loss) on investment transactions        4.21     (9.46)       2.62       (.16)         2.22
                                                                       -------   -------    --------   --------      --------
Net increase (decrease) in net asset value from operations                4.22     (9.54)       2.52       (.25)         2.10
                                                                       -------   -------    --------   --------      --------
Net asset value, end of period                                         $ 17.10   $ 12.88    $  22.42   $  19.90      $  20.15
                                                                       =======   =======    ========   ========      ========
TOTAL RETURN
Total investment return based on net asset value(c)                      32.76%*  (42.55)%*    12.66%     (1.24)%       11.64%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $63,368   $53,248    $121,521   $131,337      $167,595
Ratio to average net assets of:
Expenses                                                                  1.31%     1.19%       1.15%      1.15%(d)      1.13%
Net investment income (loss)                                               .04%     (.47)%      (.49)%     (.47)%(d)     (.68)%
Portfolio turnover rate                                                    197%      103%         60%        55%           49%
-------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------



                                                                         2009      2008       2007        2006       2005
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $ 12.41  $ 24.73    $ 30.20     $ 24.16     $ 20.11
                                                                       -------  -------    -------     -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .18      .31        .13         .22         .21
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    4.55   (12.23)      5.11        6.16        3.91
Contributions from Adviser                                                0.00      .00(f)    0.00        0.00        0.00
                                                                       -------  -------    -------     -------     -------
Net increase (decrease) in net asset value from operations                4.73   (11.92)      5.24        6.38        4.12
                                                                       -------  -------    -------     -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.63)    0.00       (.43)       (.19)       (.07)
Distributions from net realized gain on investment and foreign
 currency transactions                                                    0.00     (.40)    (10.28)       (.15)       0.00
                                                                       -------  -------    -------     -------     -------
Total dividends and distributions                                         (.63)    (.40)    (10.71)       (.34)       (.07)
                                                                       -------  -------    -------     -------     -------
Net asset value, end of period                                         $ 16.51  $ 12.41    $ 24.73     $ 30.20     $ 24.16
                                                                       =======  =======    =======     =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                      39.24%  (48.96)%*   17.78%      26.70%      20.55%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $72,604  $45,309    $57,633     $35,321     $25,215
Ratio to average net assets of:
Expenses                                                                  1.24%    1.23%      1.45%(d)    1.48%(d)    1.66%
Net investment income                                                     1.28%    1.63%       .45%(d)     .81%(d)     .95%
Portfolio turnover rate                                                    118%      90%       126%         74%         43%
---------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


                                                                             73





ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                                                                          2009        2008       2007        2006         2005
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Net asset value, beginning of period                                   $  10.67    $ 20.31    $  16.94   $  15.63      $  15.08
                                                                       --------    -------    --------   --------      --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                             .04       (.04)       (.07)      (.09)         (.08)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     5.63      (9.60)       3.44       1.40           .63
Contributions from Adviser                                                  .00(f)     .00(f)     0.00       0.00          0.00
                                                                       --------    -------    --------   --------      --------
Net increase (decrease) in net asset value from operations                 5.67      (9.64)       3.37       1.31           .55
                                                                       --------    -------    --------   --------      --------
Net asset value, end of period                                         $  16.34    $ 10.67    $  20.31   $  16.94      $  15.63
                                                                       ========    =======    ========   ========      ========
TOTAL RETURN
Total investment return based on net asset value(c)                       53.14%*+  (47.46)%*    19.89%      8.38%         3.65%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $141,536    $84,880    $191,474   $177,350      $148,075
Ratio to average net assets of:
Expenses                                                                   1.25%      1.18%       1.17%      1.18%(d)      1.17%
Net investment income (loss)                                                .27%      (.24)%      (.40)%     (.55)%(d)     (.57)%
Portfolio turnover rate                                                     215%       141%        132%       117%           98%
---------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                                                                         2009       2008      2007        2006       2005
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  8.26   $ 15.19    $ 13.36   $ 12.09      $ 11.53
                                                                       -------   -------    -------   -------      -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(e)                                                    (.15)     (.15)      (.15)     (.15)        (.13)
Net realized and unrealized gain (loss) on investment transactions        3.56     (6.78)      1.98      1.42          .69
Contributions from Adviser                                                0.00       .00(f)    0.00      0.00         0.00
                                                                       -------   -------    -------   -------      -------
Net increase (decrease) in net asset value from operations                3.41     (6.93)      1.83      1.27          .56
                                                                       -------   -------    -------   -------      -------
Net asset value, end of period                                         $ 11.67   $  8.26    $ 15.19   $ 13.36      $ 12.09
                                                                       =======   =======    =======   =======      =======
TOTAL RETURN
Total investment return based on net asset value(c)                      41.28%*  (45.62)%*   13.70%    10.51%        4.86%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $14,796   $11,111    $24,937   $22,070      $22,467
Ratio to average net assets of:
Expenses                                                                  1.87%     1.60%      1.44%     1.41%(d)     1.43%
Net investment loss                                                      (1.58)%   (1.29)%    (1.05)%   (1.15)%(d)   (1.18)%
Portfolio turnover rate                                                    106%      129%        88%       76%          90%
----------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


74





ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------




                                                                         2009     2008      2007       2006       2005
------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Net asset value, beginning of period                                   $  7.86  $ 16.20   $ 22.80   $ 19.94     $ 20.54
                                                                       -------  -------   -------   -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .20      .22       .16       .22         .38
Net realized and unrealized gain (loss) on investment transactions        1.97    (4.37)    (2.90)     6.03        1.72
                                                                       -------  -------   -------   -------     -------
Net increase (decrease) in net asset value from operations                2.17    (4.15)    (2.74)     6.25        2.10
                                                                       -------  -------   -------   -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.20)    (.20)     (.25)     (.40)       (.54)
Distributions from net realized gain on investment transactions           (.16)   (3.99)    (3.61)    (2.99)      (2.16)
                                                                       -------  -------   -------   -------     -------
Total dividends and distributions                                         (.36)   (4.19)    (3.86)    (3.39)      (2.70)
                                                                       -------  -------   -------   -------     -------
Net asset value, end of period                                         $  9.67  $  7.86   $ 16.20   $ 22.80     $ 19.94
                                                                       =======  =======   =======   =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                      29.22%  (35.82)%  (14.76)%   34.88%      11.40%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $12,517  $11,104   $22,281   $33,461     $24,875
Ratio to average net assets of:
Expenses                                                                  1.53%    1.26%     1.10%     1.08%(d)    1.06%
Net investment income                                                     2.67%    1.83%      .80%     1.04%(d)    2.11%
Portfolio turnover rate                                                     94%      46%       51%       47%         46%
------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------




                                                                2009         2008        2007          2006          2005
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Net asset value, beginning of period                         $    10.93  $    24.88   $    24.74  $    18.93     $  16.61
                                                             ----------  ----------   ----------  ----------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                            .28         .50          .36         .33          .19(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                     3.47      (13.02)        1.06        6.16         2.50
                                                             ----------  ----------   ----------  ----------     --------
Net increase (decrease) in net asset value from operations         3.75      (12.52)        1.42        6.49         2.69
                                                             ----------  ----------   ----------  ----------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                               (.14)       (.18)        (.27)       (.28)        (.09)
Distributions from net realized gain on investment
 transactions                                                      0.00       (1.25)       (1.01)       (.40)        (.28)
                                                             ----------  ----------   ----------  ----------     --------
Total dividends and distributions                                  (.14)      (1.43)       (1.28)       (.68)        (.37)
                                                             ----------  ----------   ----------  ----------     --------
Net asset value, end of period                               $    14.54  $    10.93   $    24.88  $    24.74     $  18.93
                                                             ==========  ==========   ==========  ==========     ========
TOTAL RETURN
Total investment return based on net asset value(c)               34.36%     (53.28)%       5.58%      35.05%       16.58%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $1,707,726  $1,659,407   $2,818,307  $1,888,710     $840,572
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                        1.08%       1.06%        1.06%       1.10%(d)     1.11%
Expenses, before waivers and reimbursements                        1.08%       1.06%        1.06%       1.10%(d)     1.12%
Net investment income                                              2.38%       2.77%        1.41%       1.53%(d)     1.08%(b)
Portfolio turnover rate                                              52%         36%          23%         25%          18%
-----------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


                                                                             75





ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------




                                                                         2009       2008      2007        2006         2005
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $   9.87  $  17.03   $  18.00  $  16.99     $  16.79
                                                                       --------  --------   --------  --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .05       .10        .07       .16          .05(b)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     4.01     (5.61)       .37      2.13         1.01
                                                                       --------  --------   --------  --------     --------
Net increase (decrease) in net asset value from operations                 4.06     (5.51)       .44      2.29         1.06
                                                                       --------  --------   --------  --------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.09)     (.07)      (.14)     (.04)        (.10)
Distributions from net realized gain on investment transactions            (.48)    (1.58)     (1.27)    (1.24)        (.76)
                                                                       --------  --------   --------  --------     --------
Total dividends and distributions                                          (.57)    (1.65)     (1.41)    (1.28)        (.86)
                                                                       --------  --------   --------  --------     --------
Net asset value, end of period                                         $  13.36  $   9.87   $  17.03  $  18.00     $  16.99
                                                                       ========  ========   ========  ========     ========
TOTAL RETURN
Total investment return based on net asset value(c)                       42.66%   (35.75)%     1.53%    14.20%        6.63%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $264,635  $202,997   $294,664  $251,412     $186,415
Ratio to average net assets of:
Expenses                                                                   1.12%     1.11%      1.08%     1.11%(d)     1.12%
Net investment income                                                       .42%      .72%       .35%      .91%(d)      .29%(b)
Portfolio turnover rate                                                      58%       49%        32%       46%          33%
-------------------------------------------------------------------------------------------------------------------------------



ALLIANCEBERNSTEIN VALUE PORTFOLIO
--------------------------------------------------------------------------------




                                                                       2009       2008        2007        2006         2005
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                $   7.59   $  13.79    $  14.95   $  12.84     $  12.54
                                                                    --------   --------    --------   --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                 .14        .24         .27        .22          .17(b)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                  1.41      (5.58)       (.83)      2.40          .50
                                                                    --------   --------    --------   --------     --------
Net increase (decrease) in net asset value from operations              1.55      (5.34)       (.56)      2.62          .67
                                                                    --------   --------    --------   --------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                    (.24)      (.24)       (.18)      (.13)        (.15)
Distributions from net realized gain on investment transactions         0.00       (.62)       (.42)      (.38)        (.22)
                                                                    --------   --------    --------   --------     --------
Total dividends and distributions                                       (.24)      (.86)       (.60)      (.51)        (.37)
                                                                    --------   --------    --------   --------     --------
Net asset value, end of period                                      $   8.90   $   7.59    $  13.79   $  14.95     $  12.84
                                                                    ========   ========    ========   ========     ========
TOTAL RETURN
Total investment return based on net asset value(c)                    21.04%*   (41.01)%*    (4.16)%    21.03%        5.48%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                           $213,827   $197,080    $329,217   $308,635     $191,583
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                              .95%       .92%        .90%       .94%(d)      .98%
Expenses, before waivers and reimbursements                              .95%       .92%        .90%       .94%(d)      .99%
Net investment income                                                   1.84%      2.24%       1.82%      1.64%(d)     1.38%(b)
Portfolio turnover rate                                                   64%        33%         20%        17%          21%
-------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 76.


76





ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------



                                                                                   YEAR ENDED DECEMBER 31,
                                                                2009         2008           2007          2006          2005
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Net asset value, beginning of period                         $   8.58   $  12.97        $  12.81     $  11.34        $ 10.67
                                                             --------   --------        --------     --------        -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                          .22        .26(b)          .27(b)       .22(b)         .15(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   1.86      (4.02)            .41         1.33            .60
Contributions from Adviser                                       0.00        .00(f)         0.00         0.00           0.00
                                                             --------   --------        --------     --------        -------
Net increase (decrease) in net asset value from operations       2.08      (3.76)            .68         1.55            .75
                                                             --------   --------        --------     --------        -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.08)      (.35)           (.30)        (.08)          (.05)
Distributions from net realized gain on investment and
 foreign currency transactions                                   0.00       (.28)           (.22)        0.00           (.03)
                                                             --------   --------        --------     --------        -------
Total dividends and distributions                                (.08)      (.63)           (.52)        (.08)          (.08)
                                                             --------   --------        --------     --------        -------
Net asset value, end of period                               $  10.58   $   8.58        $  12.97     $  12.81        $ 11.34
                                                             ========   ========        ========     ========        =======
TOTAL RETURN
Total investment return based on net asset value(c)             24.45%*   (30.20)%*         5.26%       13.75%          7.01%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $458,669   $285,962        $211,440     $124,992        $64,325
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                       .95%      1.00%(d)        1.01%        1.23%(d)       1.45%
Expenses, before waivers and reimbursements                       .95%      1.02%(d)        1.07%        1.31%(d)       1.77%
Net investment income                                            2.36%      2.48%(b)(d)     2.11%(b)     1.84%(b)(d)    1.31%(b)
Portfolio turnover rate                                            85%        93%             77%         203%           139%
--------------------------------------------------------------------------------------------------------------------------------




Footnotes:

(a)Amount is less than $.01 per share.

(b)Net of expenses reimbursed or waived by the Adviser and/or the Distributor.

(c)Total investment return is calculated assuming an initial investment made at
   the NAV at the beginning of the period, reinvestment of all dividends and
   distributions at the NAV 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 deduction 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.

(d)The ratio includes expenses attributable to costs of proxy solicitation.

(e)Based on average shares outstanding.

(f)Amount is less than $0.005.

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the performance as
  follows:





                                                      YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
                                                      2009    2008    2007
-----------------------------------------------------------------------------
                                                             
AllianceBernstein Intermediate Bond Portfolio         0.01%   0.09%      --
AllianceBernstein Large Cap Growth Portfolio          1.96%   2.10%   0.39%
AllianceBernstein Growth and Income Portfolio         0.54%   0.46%      --
AllianceBernstein Growth Portfolio                    0.41%   0.03%      --
AllianceBernstein International Growth Portfolio         --   0.01%      --
AllianceBernstein Global Thematic Growth Portfolio    0.15%   0.03%      --
AllianceBernstein Small Cap Growth Portfolio          0.28%   0.40%      --
AllianceBernstein Value Portfolio                     0.02%   0.02%      --
AllianceBernstein Balanced Wealth Strategy Portfolio  0.06%   0.10%      --




**Includes the impact of proceeds received and credited to the Portfolio in
  connection with an error made by the Adviser in processing a class action
  settlement claim, which enhanced the performance of each share class for the
  year ended December 31, 2007 by 0.19%.

+ Includes the impact of reimbursements from the Adviser, which enhanced the
  Portfolio's performance for the year ended December 31, 2009 by 0.01%.


                                                                             77




APPENDIX A
--------------------------------------------------------------------------------

BOND RATINGS
MOODY'S INVESTORS SERVICE, INC.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Absence of Rating--When no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that are
   unrated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published in
   Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

STANDARD & POOR'S RATINGS SERVICES
AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB normally exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having
significant speculative characteristics. BB indicates the lowest degree of
speculation and C the highest. While such debt will likely have some quality
and protective characteristics, these are outweighed by large uncertainties or
major exposures to adverse conditions.

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt.
However, it faces major ongoing

A-1




uncertainties or exposure to adverse business, financial or economic conditions
which could lead to an inadequate capacity to pay interest and repay principal.

B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there
is capacity to pay interest and repay principal. Adverse business, financial or
economic conditions will likely impair the capacity or willingness to pay
principal or repay interest.

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial and economic conditions to pay interest and
repay principal. In the event of adverse business, financial or economic
conditions, there is not likely to be capacity to pay interest or repay
principal.

CC--Debt rated CC is currently highly vulnerable to nonpayment.

C--The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments are being
continued.

D--The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred.

Plus (+) or Minus (-)--The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

FITCH RATINGS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA, DDD, DD or D categories.

NR--Indicates that Fitch does not rate the specific issue.

DOMINION BOND RATING SERVICE LIMITED
Each rating category is denoted by the subcategories "high" and "low". The
absence of either a "high" or "low" designation indicates the rating is in the
"middle" of the category. The AAA and D categories do not utilize "high",
"middle", and "low" as differential grades.

AAA--Long-term debt rated AAA is of the highest credit quality, with
exceptionally strong protection for the timely repayment of principal and
interest. Earnings are considered stable, the structure of the industry in
which the entity operates is strong, and the outlook for future profitability
is favorable. There are few qualifying factors present that would detract from
the performance of the entity. The strength of liquidity and coverage ratios is
unquestioned and the entity has established a credible track record of superior
performance. Given the extremely high standard that Dominion has set for this
category, few entities are able to achieve a AAA rating.

AA--Long-term debt rated AA is of superior credit quality, and protection of
interest and principal is considered high. In many cases they differ from
long-term debt rated AAA only to a small degree. Given the extremely
restrictive definition Dominion has for the AAA category, entities rated AA are
also considered to be strong credits, typically exemplifying above-average
strength in key areas of consideration and unlikely to be significantly
affected by reasonably foreseeable events.

                                                                            A-2





A--Long-term debt rated A is of satisfactory credit quality. Protection of
interest and principal is still substantial, but the degree of strength is less
than that of AA rated entities. While "A" is a respectable rating, entities in
this category are considered to be more susceptible to adverse economic
conditions and have greater cyclical tendencies than higher-rated securities.

BBB--Long-term debt rated BBB is of adequate credit quality. Protection of
interest and principal is considered acceptable, but the entity is fairly
susceptible to adverse changes in financial and economic conditions, or there
may be other adverse conditions present which reduce the strength of the entity
and its rated securities.

BB--Long-term debt rated BB is defined to be speculative and non-investment
grade, where the degree of protection afforded interest and principal is
uncertain, particularly during periods of economic recession. Entities in the
BB range typically have limited access to capital markets and additional
liquidity support. In many cases, deficiencies in critical mass,
diversification, and competitive strength are additional negative
considerations.

B--Long-term debt rated B is considered highly speculative and there is a
reasonably high level of uncertainty as to the ability of the entity to pay
interest and principal on a continuing basis in the future, especially in
periods of economic recession or industry adversity.

CCC, CC and C--Long-term debt rated in any of these categories is very highly
speculative and is in danger of default of interest and principal. The degree
of adverse elements present is more severe than long-term debt rated B.
Long-term debt rated below B often has features which, if not remedied, may
lead to default. In practice, there is little difference between these three
categories, with CC and C normally used for lower ranking debt of companies for
which the senior debt is rated in the CCC to B range.

D--A security rated D implies the issuer has either not met a scheduled payment
of interest or principal or that the issuer has made it clear that it will miss
such a payment in the near future. In some cases, Dominion may not assign a D
rating under a bankruptcy announcement scenario, as allowances for grace
periods may exist in the underlying legal documentation. Once assigned, the D
rating will continue as long as the missed payment continues to be in arrears,
and until such time as the rating is suspended, discontinued, or reinstated by
Dominion.

A-3




APPENDIX B
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION
--------------------------------------------------------------------------------

The settlement agreement between the Adviser and the New York Attorney General
requires the Fund to include the following supplemental hypothetical investment
information that provides additional information calculated and presented in a
manner different from expense information found under "Fees and Expenses of the
Portfolios" in this Prospectus about the effect of a Portfolio's expenses,
including investment advisory fees and other Portfolio costs, on the
Portfolio's returns over a 10-year period. The chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in Class
B shares of the Portfolio assuming a 5% return each year. Except as otherwise
indicated, the chart also assumes that the current annual expense ratio stays
the same throughout the 10-year period. The current annual expense ratio for
each Portfolio is the same as stated under "Fees and Expenses of the
Portfolios." There are additional fees and expenses associated with variable
products. These fees can include mortality and expense risk charges,
administrative charges, and other charges that can significantly affect
expenses. These fees and expenses are not reflected in the following expense
information. Your actual expenses may be higher or lower.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  120.75    $10,379.25
   2             10,379.25      518.96    10,898.21     125.33     10,772.88
   3             10,772.88      538.64    11,311.53     130.08     11,181.44
   4             11,181.44      559.07    11,740.52     135.02     11,605.50
   5             11,605.50      580.28    12,185.78     140.14     12,045.64
   6             12,045.64      602.28    12,647.92     145.45     12,502.47
   7             12,502.47      625.12    13,127.59     150.97     12,976.63
   8             12,976.63      648.83    13,625.46     156.69     13,468.77
   9             13,468.77      673.44    14,142.20     162.64     13,979.57
   10            13,979.57      698.98    14,678.55     168.80     14,509.74
   --------------------------------------------------------------------------
   Cumulative                $5,945.60               $1,435.87



ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   98.70    $10,401.30
   2             10,401.30      520.07    10,921.37     102.66     10,818.70
   3             10,818.70      540.94    11,359.64     106.78     11,252.86
   4             11,252.86      562.64    11,815.50     111.07     11,704.44
   5             11,704.44      585.22    12,289.66     115.52     12,174.14
   6             12,174.14      608.71    12,782.84     120.16     12,662.68
   7             12,662.68      633.13    13,295.82     124.98     13,170.84
   8             13,170.84      658.54    13,829.38     130.00     13,699.38
   9             13,699.38      684.97    14,384.35     135.21     14,249.14
   10            14,249.14      712.46    14,961.60     140.64     14,820.96
   --------------------------------------------------------------------------
   Cumulative                $6,006.68               $1,185.72



ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  118.65    $10,381.35
   2             10,381.35      519.07    10,900.42     123.17     10,777.24
   3             10,777.24      538.86    11,316.10     127.87     11,188.23
   4             11,188.23      559.41    11,747.64     132.75     11,614.90
   5             11,614.90      580.74    12,195.64     137.81     12,057.83
   6             12,057.83      602.89    12,660.72     143.07     12,517.66
   7             12,517.66      625.88    13,143.54     148.52     12,995.02
   8             12,995.02      649.75    13,644.77     154.19     13,490.58
   9             13,490.58      674.53    14,165.11     160.07     14,005.04
   10            14,005.04      700.25    14,705.30     166.17     14,539.13
   --------------------------------------------------------------------------
   Cumulative                $5,951.38               $1,412.27



                                                                            B-1







ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   92.40    $10,407.60
   2             10,407.60      520.38    10,927.98      96.17     10,831.81
   3             10,831.81      541.59    11,373.40     100.09     11,273.32
   4             11,273.32      563.67    11,836.98     104.17     11,732.82
   5             11,732.82      586.64    12,319.46     108.41     12,211.05
   6             12,211.05      610.55    12,821.60     112.83     12,708.77
   7             12,708.77      635.44    13,344.21     117.43     13,226.78
   8             13,226.78      661.34    13,888.12     122.22     13,765.90
   9             13,765.90      688.30    14,454.20     127.20     14,327.00
   10            14,327.00      716.35    15,043.35     132.38     14,910.97
   --------------------------------------------------------------------------
   Cumulative                $6,024.26               $1,113.30



ALLIANCEBERNSTEIN GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  137.55    $10,362.45
   2             10,362.45      518.12    10,880.57     142.54     10,738.04
   3             10,738.04      536.90    11,274.94     147.70     11,127.24
   4             11,127.24      556.36    11,683.60     153.06     11,530.54
   5             11,530.54      576.53    12,107.07     158.60     11,948.47
   6             11,948.47      597.42    12,545.89     164.35     12,381.54
   7             12,381.54      619.08    13,000.62     170.31     12,830.31
   8             12,830.31      641.52    13,471.83     176.48     13,295.34
   9             13,295.34      664.77    13,960.11     182.88     13,777.23
   10            13,777.23      688.86    14,466.10     189.51     14,276.59
   --------------------------------------------------------------------------
   Cumulative                $5,899.56               $1,622.98



ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  130.20    $10,369.80
   2             10,369.80      518.49    10,888.29     135.01     10,753.28
   3             10,753.28      537.66    11,290.94     140.01     11,150.93
   4             11,150.93      557.55    11,708.48     145.19     11,563.29
   5             11,563.29      578.16    12,141.46     150.55     11,990.90
   6             11,990.90      599.55    12,590.45     156.12     12,434.33
   7             12,434.33      621.72    13,056.04     161.89     12,894.15
   8             12,894.15      644.71    13,538.86     167.88     13,370.97
   9             13,370.97      668.55    14,039.52     174.09     13,865.43
   10            13,865.43      693.27    14,558.70     180.53     14,378.18
   --------------------------------------------------------------------------
   Cumulative                $5,919.66               $1,541.47



ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  131.25    $10,368.75
   2             10,368.75      518.44    10,887.19     136.09     10,751.10
   3             10,751.10      537.55    11,288.65     141.11     11,147.54
   4             11,147.54      557.38    11,704.92     146.31     11,558.61
   5             11,558.61      577.93    12,136.54     151.71     11,984.83
   6             11,984.83      599.24    12,584.08     157.30     12,426.77
   7             12,426.77      621.34    13,048.11     163.10     12,885.01
   8             12,885.01      644.25    13,529.26     169.12     13,360.15
   9             13,360.15      668.01    14,028.15     175.35     13,852.80
   10            13,852.80      692.64    14,545.44     181.82     14,363.62
   --------------------------------------------------------------------------
   Cumulative                $5,916.78               $1,553.16



B-2







ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  196.35    $10,303.65
   2             10,303.65      515.18    10,818.83     202.31     10,616.52
   3             10,616.52      530.83    11,147.35     208.46     10,938.89
   4             10,938.89      546.94    11,485.84     214.79     11,271.05
   5             11,271.05      563.55    11,834.60     221.31     11,613.30
   6             11,613.30      580.66    12,193.96     228.03     11,965.93
   7             11,965.93      598.30    12,564.23     234.95     12,329.28
   8             12,329.28      616.46    12,945.74     242.09     12,703.66
   9             12,703.66      635.18    13,338.84     249.44     13,089.40
   10            13,089.40      654.47    13,743.87     257.01     13,486.86
   --------------------------------------------------------------------------
   Cumulative                $5,741.57               $2,254.74



ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  160.65    $10,339.35
   2             10,339.35      516.97    10,856.32     166.10     10,690.22
   3             10,690.22      534.51    11,224.73     171.74     11,052.99
   4             11,052.99      552.65    11,605.64     177.57     11,428.07
   5             11,428.07      571.40    11,999.48     183.59     11,815.88
   6             11,815.88      590.79    12,406.68     189.82     12,216.86
   7             12,216.86      610.84    12,827.70     196.26     12,631.43
   8             12,631.43      631.57    13,263.01     202.92     13,060.08
   9             13,060.08      653.00    13,713.09     209.81     13,503.28
   10            13,503.28      675.16    14,178.44     216.93     13,961.51
   --------------------------------------------------------------------------
   Cumulative                $5,836.89               $1,875.39



ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  113.40    $10,386.60
   2             10,386.60      519.33    10,905.93     117.78     10,788.15
   3             10,788.15      539.41    11,327.55     122.34     11,205.22
   4             11,205.22      560.26    11,765.48     127.07     11,638.41
   5             11,638.41      581.92    12,220.33     131.98     12,088.35
   6             12,088.35      604.42    12,692.77     137.08     12,555.69
   7             12,555.69      627.78    13,183.47     142.38     13,041.09
   8             13,041.09      652.05    13,693.14     147.89     13,545.26
   9             13,545.26      677.26    14,222.52     153.60     14,068.92
   10            14,068.92      703.45    14,772.36     159.54     14,612.82
   --------------------------------------------------------------------------
   Cumulative                $5,965.88               $1,353.06



ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  117.60    $10,382.40
   2             10,382.40      519.12    10,901.52     122.10     10,779.42
   3             10,779.42      538.97    11,318.39     126.77     11,191.63
   4             11,191.63      559.58    11,751.21     131.61     11,619.60
   5             11,619.60      580.98    12,200.58     136.65     12,063.93
   6             12,063.93      603.20    12,667.13     141.87     12,525.25
   7             12,525.25      626.26    13,151.52     147.30     13,004.22
   8             13,004.22      650.21    13,654.43     152.93     13,501.50
   9             13,501.50      675.08    14,176.58     158.78     14,017.80
   10            14,017.80      700.89    14,718.69     164.85     14,553.84
   --------------------------------------------------------------------------
   Cumulative                $5,954.29               $1,400.46



                                                                            B-3







ALLIANCEBERNSTEIN VALUE PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   99.75    $10,400.25
   2             10,400.25      520.01    10,920.26     103.74     10,816.52
   3             10,816.52      540.83    11,357.35     107.89     11,249.45
   4             11,249.45      562.47    11,811.92     112.21     11,699.71
   5             11,699.71      584.99    12,284.70     116.70     12,167.99
   6             12,167.99      608.40    12,776.39     121.38     12,655.02
   7             12,655.02      632.75    13,287.77     126.23     13,161.53
   8             13,161.53      658.08    13,819.61     131.29     13,688.32
   9             13,688.32      684.42    14,372.74     136.54     14,236.20
   10            14,236.20      711.81    14,948.01     142.01     14,806.00
   --------------------------------------------------------------------------
   Cumulative                $6,003.76               $1,197.74



ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $   99.75    $10,400.25
   2             10,400.25      520.01    10,920.26     103.74     10,816.52
   3             10,816.52      540.83    11,357.35     107.89     11,249.45
   4             11,249.45      562.47    11,811.92     112.21     11,699.71
   5             11,699.71      584.99    12,284.70     116.70     12,167.99
   6             12,167.99      608.40    12,776.39     121.38     12,655.02
   7             12,655.02      632.75    13,287.77     126.23     13,161.53
   8             13,161.53      658.08    13,819.61     131.29     13,688.32
   9             13,688.32      684.42    14,372.74     136.54     14,236.20
   10            14,236.20      711.81    14,948.01     142.01     14,806.00
   --------------------------------------------------------------------------
   Cumulative                $6,003.76               $1,197.74





B-4




For more information about the Portfolios, the following documents are
available upon request:

..  ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS
The Portfolios' annual and semi-annual reports to Contractholders contain
additional information on the Portfolios' investments. In the annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affected a Portfolio's performance during its last fiscal
year.

..  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Fund has an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Fund's SAI
and the independent registered public accounting firm's report and financial
statements in each Portfolio's most recent annual report to Contractholders are
incorporated by reference into (and are legally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the
SAI, or make inquiries concerning the Portfolios, by contacting your broker or
other financial intermediary, or by contacting the Adviser:

        
BY MAIL:   AllianceBernstein Investor Services, Inc.
           P.O. Box 786003
           San Antonio, TX 78278-6003

BY PHONE:  For Information: (800) 221-5672
           For Literature: (800) 227-4618




Or you may view or obtain these documents from the Securities and Exchange
Commission ("Commission"):


..  Call the Commission at 1-202-551-8090 for information on the operation of
   the Public Reference Room.

..  Reports and other information about the Fund are available on the EDGAR
   Database on the Commission's Internet site at http://www.sec.gov


..  Copies of the information may be obtained, after paying a duplicating fee,
   by electronic request at publicinfo@sec.gov, or by writing to the
   Commission's Public Reference Section, Washington DC 20549-1520.

You also may find these documents and more information about the Adviser and
the Portfolios on the Internet at: www.alliancebernstein.com.


AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.

SEC File No. 811-05398

                                    [GRAPHIC]





[LOGO]


             ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

                             MONEY MARKET PORTFOLIO
                          INTERMEDIATE BOND PORTFOLIO
                           LARGE CAP GROWTH PORTFOLIO
                          GROWTH AND INCOME PORTFOLIO
                                GROWTH PORTFOLIO
                         INTERNATIONAL GROWTH PORTFOLIO
                        GLOBAL THEMATIC GROWTH PORTFOLIO
                           SMALL CAP GROWTH PORTFOLIO
                        REAL ESTATE INVESTMENT PORTFOLIO
                         INTERNATIONAL VALUE PORTFOLIO
                         SMALL/MID CAP VALUE PORTFOLIO
                                VALUE PORTFOLIO
                       BALANCED WEALTH STRATEGY PORTFOLIO
            (each a "Portfolio" and collectively, the "Portfolios")


--------------------------------------------------------------------------------
c/o AllianceBernstein Investor Services, Inc.
P. O. Box 786003, San Antonio, Texas 78278-6003
Toll Free (800) 221-5672

--------------------------------------------------------------------------------


                      STATEMENT OF ADDITIONAL INFORMATION
                                  May 3, 2010


--------------------------------------------------------------------------------


            This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectuses
dated May 3, 2010, for AllianceBernstein(R) Variable Products Series (VPS) Fund,
Inc. (the "Fund") that offer Class A shares and Class B shares of the Fund (each
a "Prospectus," and together, the "Prospectuses"). Financial statements for each
Portfolio of the Fund for the year ended December 31, 2009, are included in the
Portfolio's annual report to shareholders and are incorporated into this SAI by
reference. Copies of the Prospectuses of the Portfolios and the annual reports
for the Portfolios of the Fund may be obtained by contacting AllianceBernstein
Investor Services, Inc. ("ABIS") at the address or telephone number shown above.


                               TABLE OF CONTENTS
                                                                            PAGE

Introduction................................................................2
Investment Policies And Restrictions........................................2
   AllianceBernstein Money Market Portfolio.................................2
   AllianceBernstein Intermediate Bond Portfolio............................7
   AllianceBernstein Large Cap Growth Portfolio.............................7
   AllianceBernstein Growth and Income Portfolio............................8
   AllianceBernstein Growth Portfolio.......................................8
   AllianceBernstein International Growth Portfolio.........................10
   AllianceBernstein Global Thematic Growth Portfolio.......................11
   AllianceBernstein Small Cap Growth Portfolio.............................11
   AllianceBernstein Real Estate Investment Portfolio.......................11
   AllianceBernstein International Value Portfolio..........................13
   AllianceBernstein Small/Mid Cap Value Portfolio..........................13
   AllianceBernstein Value Portfolio........................................13
   AllianceBernstein Balanced Wealth Strategy Portfolio.....................15
Description of Investment Practices and Other Investment Policies...........19
Management of the Fund......................................................57
Purchase and Redemption of Shares...........................................111
Net Asset Value.............................................................116
Portfolio Transactions......................................................120
Dividends, Distributions and Taxes..........................................125
General Information.........................................................126
Financial Statements and Report of Independent Registered Public
Accounting Firm.............................................................141
Appendix A: Statement of Policies and Procedures for Proxy Voting ..........A-1

------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.


--------------------------------------------------------------------------------

                                  INTRODUCTION

--------------------------------------------------------------------------------

            The Fund is an open-end series investment company designed to fund
variable annuity contracts and variable life insurance policies offered by the
separate accounts of certain life insurance companies. The Fund currently offers
an opportunity to choose among the separately managed pools of assets (the
"Portfolios") described in the Portfolios' Prospectuses, each of which has
differing investment objectives and policies. The Fund currently has thirteen
Portfolios, all of which are described in this SAI.

--------------------------------------------------------------------------------

                      INVESTMENT POLICIES AND RESTRICTIONS

--------------------------------------------------------------------------------

            The following investment policies and restrictions supplement, and
should be read in conjunction with, the information regarding the investment
objectives, policies and restrictions of each Portfolio set forth in the
Prospectuses. Except as otherwise noted, the investment policies described below
are not fundamental and may be changed by the Board of Directors of the Fund
(the "Board") without shareholder approval for the affected Portfolio; however,
shareholders will be notified prior to a material change in such policies.

            Whenever any investment policy or restriction states a minimum or
maximum percentage of a Portfolio's assets that may be invested in any security
or other asset, it is intended that such minimum or maximum percentage
limitation be determined immediately after and as a result of such Portfolio's
acquisition of such security or other asset. Accordingly, any later increase or
decrease in percentage beyond the specified limitations resulting from a change
in value or net assets will not be considered a violation.

            For a general description of each Portfolio's investment policies,
see the Portfolio's Prospectuses.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO

            General. The Portfolio may make the following investments
diversified by maturities and issuers:


            1. U.S. Government Securities. Marketable obligations of, or
guaranteed by, the United States Government, its agencies or instrumentalities.
These include issues of the United States Treasury, such as bills, certificates
of indebtedness, notes and bonds, and issues of agencies and instrumentalities
established under the authority of an act of Congress. The latter issues
include, but are not limited to, obligations of the Bank for Cooperatives,
Federal Financing Bank, Federal Home Loan Bank, Federal Intermediate Credit
Banks, Federal Land Banks, Federal National Mortgage Association and Tennessee
Valley Authority. Some of the securities are supported by the full faith and
credit of the U.S. Treasury, others are supported by the right of the issuer to
borrow from the Treasury, and still others, such as securities issued by the
Federal Home Loan Bank and the Federal National Mortgage Association, are
supported only by the credit of the agency or instrumentality. These include
securities guaranteed by the Federal Deposit Insurance Corporation ("FDIC")
under the Temporary Liquidity Guarantee Program ("TLGP"). As part of the Debt
Guarantee Program of the TLGP, the FDIC will guarantee payment of interest and
principal on new senior unsecured debt issued by eligible financial
institutions. The TLGP provides an explicit FDIC guarantee on debt issued by
these financial institutions before June 30, 2009, provided the debt has a
stated maturity of greater than 30 days. The FDIC guarantee expires on the
earlier of the maturity of the debt securities or June 30, 2012. These
securities are considered U.S. Government securities for the purposes of Rule
2a-7 under the Investment Company Act of 1940 (the "1940 Act").

            2. Certificates of deposit, bankers' acceptances and time deposits
issued or guaranteed by banks or savings and loan associations having net assets
of more than $500 million and which are members of the Federal Deposit Insurance
Corporation. Certificates of deposit are receipts issued by a depository
institution in exchange for the deposit of funds. The issuer agrees to pay the
amount deposited plus interest to the bearer of the receipt on the date
specified on the certificate. The certificate usually can be traded in the
secondary market prior to maturity. Bankers' acceptances typically arise from
short-term credit arrangements designed to enable businesses to obtain funds to
finance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.

            3. Commercial paper, including asset-backed commercial paper,
variable amount master demand notes and funding agreements, of high quality.
Commercial paper consists of short-term (usually from 1 to 270 days) unsecured
promissory notes issued by corporations in order to finance their current
operations. For a description of ABCP, see "Asset-Backed Securities" below. A
variable amount master demand note represents a direct borrowing arrangement
involving periodically fluctuating rates of interest under a letter agreement
between a commercial paper issuer and an institutional lender pursuant to which
the lender may determine to invest varying amounts. For a further description of
variable amount master demand notes, see "Floating and Variable Rate
Obligations" below.

            4. Repurchase agreements that are fully collateralized. A repurchase
agreement arises when a buyer purchases a security and simultaneously agrees to
resell it to the vendor at an agreed-upon future date. The resale price is
greater than the purchase price, reflecting an agreed-upon market rate that is
effective for the period of time the buyer's money is invested in the security
and which is not related to the coupon rate on the purchased security.
Repurchase agreements may be entered into only with those counter parties
determined to be creditworthy by the Portfolio's investment adviser,
AllianceBernstein L.P. (the "Adviser"). For each repurchase agreement, the
Portfolio requires continual maintenance of the market value of underlying
collateral in amounts equal to, or in excess of, the agreement amount. While the
maturities of the underlying collateral may exceed 397 days, the term of the
repurchase agreement is not greater than 397 days, as currently required by Rule
2a-7. If a counterparty defaulted on its repurchase obligation, the Portfolio
might suffer a loss to the extent that the proceeds from the sale of the
collateral were less than the repurchase price. If the counterparty became
bankrupt, the Portfolio might be delayed in selling the collateral. Repurchase
agreements often are for short periods such as one day or a week, but may be
longer. A repurchase agreement is deemed to be an acquisition of the underlying
securities provided that the obligation of the seller to repurchase the
securities from the money market fund is collateralized fully (as defined in
Rule 2a-7 under the 1940 Act).



            Rule 2a-7 under the 1940 Act. The Portfolio intends to comply with
Rule 2a-7 under the 1940 Act, as amended from time to time, including the
portfolio quality, maturity and diversification limitations imposed by the Rule.
To the extent that the Portfolio's limitations are more permissive than Rule
2a-7, the Portfolio will comply with the more restrictive provisions of the
Rule.

            Rule 2a-7 under the 1940 Act requires that the Portfolio invest only
in "Eligible Securities" (as that term is defined in the Rule). Generally, an
Eligible Security is a "Rated-Security" (as defined in Rule 2a-7) that is
denominated in U.S. Dollars and has a remaining maturity of 397 days or less.
The Security must be rated, or is issued by an issuer with short-term debt
outstanding that is rated, in one of the two highest rating categories by any
two Requisite NRSROs, which are defined under Rule 2a-7 as nationally recognized
statistical rating organizations ("NRSROs") that are "Designated NRSROs". A
Designated NRSRO is any one of at least four NRSROs designated by the Board as
an NRSRO whose credit ratings will be used by the Portfolio to determine whether
a security is an Eligible Security. If only one Designated NRSRO has issued a
rating, that rating may be used. In addition, an Unrated Security, as defined in
Rule 2a-7, may be an Eligible Security if it has been determined by the Adviser
to be of comparable quality to a Rated Security. A description of the ratings of
some NRSROs appears in Appendix A to the Portfolio's Prospectuses.

            The Portfolio is subject under Rule 2a-7 to maturity units. The
maximum dollar-weighted average maturity of the Portfolio's investments is
limited to 60 days or less and the dollar-weighted average life of the
Portfolio's investments is limited to 120 days or less. The Portfolio is also
subject to minimum daily and weekly liquidity requirements. The Portfolio must
hold at least 10% of its total assets in daily liquid assets, determined at the
time of acquisition of a security. Daily liquid assets are defined as cash,
direct obligations of the U.S. Government, or securities that will mature, or
are subject to a demand feature that is exercisable, within one day. The
Portfolio must also hold at least 30% of its total assets in weekly liquid
assets, which are defined the same way as daily liquid assets except that they
must mature, or be subject to a demand feature that is exercisable, within five
business days.

            Under Rule 2a-7, the Portfolio may not invest more than 5% of its
assets in the first tier securities of any one issuer other than the U.S.
Government, its agencies and instrumentalities. Generally, a first tier security
is an Eligible Security that has received a short-term rating from the Requisite
NRSROs in the highest short-term rating category for debt obligations, or is an
unrated security deemed to be of comparable quality. U.S. Government Securities
are also considered to be first tier securities. A security that has received
the second highest rating by the Requisite NRSROs is a second tier security. The
Portfolio may not invest in a second tier security (i) if the security has a
remaining maturity of greater than 45 calendar days, and (ii) if, immediately
after the acquisition thereof, that Portfolio would have invested more than (A)
1/2 of 1% of its total assets in the second tier securities of any one issuer,
and (B) 3% of its total assets in second tier securities.

            Asset-Backed Securities. The Portfolio may invest in asset-backed
securities that meet its existing diversification, quality and maturity
criteria. Asset-backed securities are securities issued by special purpose
entities whose primary assets consist of a pool of loans or accounts receivable.
The securities may be in the form of a beneficial interest in a special purpose
trust, limited partnership interest, or commercial paper or other debt
securities issued by a special purpose entity. Although the securities may have
some form of credit or liquidity enhancement, payments on the securities depend
predominately upon collection of the loans and receivables held by the issuer.
Generally, as required by Rule 2a-7, the special purpose entity is deemed to be
the issuer of the asset-backed security, however, the Portfolio is required to
treat any obligor whose obligations constitute ten percent or more of the assets
of the asset-backed security as the issuer of the portion of the asset-backed
security such obligations represent.

            ABCP is issued by structured investment vehicles or other conduits.
These conduits may be sponsored by mortgage companies, investment banking firms,
finance companies, hedge funds, private equity firms and special purpose finance
entities. ABCP typically refers to a debt security with an original term to
maturity of up to 270 days, the payment of which is supported by cash flows from
underlying assets, or one or more liquidity or credit support providers, or
both. Assets backing ABCP, which may be included in revolving pools of assets
with large numbers of obligors, include credit card, car loan and other consumer
receivables and home or commercial mortgages, including subprime mortgages.
Subprime mortgages are home loans to borrowers with weakened credit histories or
with a lower capacity to make timely payments on their loans. The repayment of
ABCP issued by a conduit depends primarily on the cash collections received from
the conduit's underlying asset portfolio and the conduit's ability to issue new
ABCP. There could be greater risks of investments in ABCP, or even losses, in
the event of credit or market value deterioration in the conduit's underlying
portfolio, mismatched in the timing of the cash flows of the underlying asset
interests and the repayment of maturing ABCP, or the conduit's inability to
issue new ABCP. To protect investors from these risks, ABCP programs may be
structured with various protections, such as credit enhancement, liquidity
support, commercial paper stop-issuance and wind-down triggers. However, there
can be no guarantee that these protections will be sufficient to prevent losses
to investors in ABCP.

            Some ABCP programs provide for an extension of the maturity date of
the ABCP if, on the related maturity date, the conduit is unable to access
sufficient liquidity through the issue of additional ABCP. This may delay the
sale of the underlying collateral and the value of the ABCP could decline if the
value of the collateral deteriorates during the extension period. Alternatively,
if collateral for ABCP deteriorates in value, the collateral may be required to
be sold at inopportune times or at prices insufficient to repay the principal
and interest on the ABCP.

            Floating and Variable Rate Obligations. The Portfolio may purchase
floating and variable rate obligations, including floating and variable rate
demand notes and bonds. The Portfolio may invest in variable and floating rate
obligations whose interest rates are adjusted either at pre-designated periodic
intervals or whenever there is a change in the market rate to which the
security's interest rate is tied. The Portfolio may also purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 397 days, but which permit the holder to demand
payment of principal at any time, or at specified intervals not exceeding 397
days, in each case upon not more than 30 days' notice.

            The Portfolio also invests in variable amount master demand notes
(which may have put features in excess of 30 days) which are obligations that
permit the Portfolio to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Portfolio, as lender, and
the borrower. Because these obligations are direct lending arrangements between
the lender and the borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary market
for these obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, when these obligations are not secured by letters of
credit or other credit support arrangements, the Portfolio's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.

            Illiquid Securities. Pursuant to Rule 2a-7, the Portfolio will not
invest in illiquid securities if immediately after such investment more than 5%
of the Portfolio's total assets would be invested in such securities. An
illiquid security is a security that cannot be sold or disposed of in the
ordinary course of business within seven days of approximately the value
ascribed to it by the Portfolio.

            Reverse Repurchase Agreements. While the Portfolio has no plans to
do so, it may enter into reverse repurchase agreements, which involve the sale
of money market securities held by the Portfolio with an agreement to repurchase
the securities at an agreed-upon price, date and interest payment. For
additional information regarding reverse repurchase agreements, see "Description
of Investment Practices and Other Investment Polices", below.

            Securities Issued by Foreign Banks or Foreign Companies. The
Portfolio may invest up to 25% of its total assets in money market instruments
issued by foreign branches of foreign banks. The Portfolio also may make
investments in dollar-denominated certificates of deposit and bankers'
acceptances issued or guaranteed by, or dollar-denominated time deposits
maintained at, foreign branches of U.S. banks and U.S. and foreign branches of
foreign banks, and commercial paper issued by foreign companies. To the extent
that the Portfolio makes such investments, consideration is given to their
domestic marketability, the lower reserve requirements generally mandated for
overseas banking operations, the possible impact of interruptions in the flow of
international currency transactions, potential political and social instability
or expropriation, imposition of foreign taxes, the lower level of government
supervision of issuers, the difficulty in enforcing contractual obligations and
the lack of uniform accounting and financial reporting standards.

            Net income to shareholders is aided both by the Portfolio's ability
to make investments in large denominations and by its efficiencies of scale.
Also, the Portfolio may seek to improve portfolio income by selling certain
portfolio securities prior to maturity in order to take advantage of yield
disparities that occur in money markets.


ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO

            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 may invest in fixed-income securities with a dollar-weighted average
maturity of generally between three to ten years and an average duration of
three to six years.

            Options. The Portfolio may write and purchase call and put options.
For a general discussion on options, see "Description of Investment Practices
and Other Investment Policies," below.

            Options on Foreign Currencies. The Portfolio may purchase and sell
call options and purchase put options on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) or over-the-counter. For a
general discussion on options on foreign currencies, see "Description of
Investment Practices and Other Investment Policies", below.

            Options on Securities Indices. The Portfolio also may invest in
options on securities indices. For a general discussion of options on securities
indices, see "Description of Investment Practices and Other Investment
Policies", below.

            Forward Contracts. The Portfolio may invest in forward contracts.
For a general discussion on forward contracts, see "Description of Investment
Practices and Other Investment Policies," below.

            Futures Contracts and Options on Futures Contracts. The Portfolio
may invest in futures contracts and options thereon. For a general discussion
regarding futures contracts and options on futures contracts, see "Description
of Investment Practices and Other Investment Policies", below.

            Swaps. The Portfolio may invest in swaps. For a general discussion
on swaps, see "Description of Investment Practices and Other Investment
Policies", below.


            Credit Default Swap Agreement. The Portfolio may invest in credit
default swaps agreements. For a general discussion on credit default swaps
agreements, see "Description of Investment Practices and Other Investment
Policies", below.


            Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For additional information regarding repurchase agreements, see
"Description of Investment Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO

            Special Situations. The Portfolio may invest in special situations
from time to time. For a general discussion on special situations, see
"Description of Investment Practices and Other Investment Policies", below.

            Short Sales. The Portfolio may not sell securities short, except
that it may make short sales against the box. For a general discussion of short
sales, see "Description of Investment Practices and Other Investment Policies",
below.

            Options. The Portfolio may write call options and may purchase and
sell put and call options written by others, combinations thereof, or similar
options. For further information about options, see "Description of Investment
Practices and Other Investment Policies", below.

            Securities of Foreign Issuers. The Portfolio may invest in
securities of foreign issuers. For a general discussion on investments in
securities of foreign issuers, including risks, see "Description of Investment
Practices and Other Investment Policies", below.

            Options on Foreign Currencies. The Portfolio may invest in options
on foreign currencies. For a general discussion on options on foreign
currencies, including the use, risks and costs of options on foreign currencies,
see "Description of Investment Practices and Other Investment Policies", below.

            Rights and Warrants. The Portfolio may invest in rights or warrants.
For a general discussion on rights and warrants, see "Description of Investment
Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

            General. The Portfolio engages primarily in holding securities for
investment and not for trading purposes. Purchases and sales of portfolio
securities are made at such times and in such amounts as are deemed advisable in
the light of market, economic and other conditions, irrespective of the volume
of portfolio turnover.

            The Portfolio may invest in securities of foreign issuers.

            Options. The Portfolio may write covered call options, provided that
the option is listed on a domestic securities exchange. The Portfolio will
purchase call options only to close out a position in an option written by it.
In order to close out a position, the Portfolio will make a closing purchase
transaction if such is available. For a discussion of options, see "Description
of Investment Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN GROWTH PORTFOLIO

            Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For a general discussion on repurchase agreements, see "Description
of Investment Practices and Other Investment Policies", below.

            Securities of Non-U.S. (foreign) Issuers. The Portfolio may invest
without limit in securities of foreign issuers which are not publicly traded in
the United States. For additional information on the risks involved in investing
in securities of foreign issuers, see "Description of Investment Practices and
Other Investment Policies", below.

            Forward Commitments and When-Issued and Delayed Delivery Securities.
The Portfolio may enter into forward commitments for the purchase of securities
and may purchase securities on a when-issued or delayed delivery basis. For
additional information on when-issued securities and forward commitments, see
"Description of Investment Practices and Other Investment Policies", below.

            Options. As noted in the Portfolio's Prospectuses, the Portfolio may
write call and put options and may purchase call and put options on securities.
The Portfolio intends to write only covered options. In the case of call options
on U.S. Treasury Bills, the Portfolio might own U.S. Treasury Bills of a
different series from those underlying the call option, but with a principal
amount and value corresponding to the option contract amount and a maturity date
no later than that of the securities deliverable under the call option.

            The Portfolio may purchase a security and then write a call option
against that security, or it may purchase a security and concurrently write an
option on it. The Portfolio also may write combinations of put and call options
on the same security, known as "straddles," with the same exercise and
expiration date.

            For a general discussion on options, including puts and calls, see
"Description of Investment Practices and Other Investment Policies", below.

            Options on Securities Indices. The Portfolio may write (sell)
covered call and put options on securities indices and purchase call and put
options on securities indices. The Portfolio may also purchase put options on
securities indices to hedge its investments against a decline in value. For
additional information on options on securities indices, see "Description of
Investment Practices and Other Investment Policies", below.

            Futures and Options on Futures Contracts. The Portfolio may enter
into stock futures contracts and may enter into foreign currency futures
contracts. Such investment strategies will be used as a hedge and not for
speculation. For further information on futures contracts and options on futures
contracts, see "Description of Investment Practices and Other Investment
Policies", below.

            Forward Currency Exchange Contracts. The Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. Dollar and
foreign currencies. The Portfolio intends to enter into forward currency
exchange contracts for hedging purposes. For a general discussion of forward
currency exchange contracts and their uses, see "Description of Investment
Practices and Other Investment Policies", below.

            Options on Forward Currencies. The Portfolio may purchase and write
options on foreign currencies for hedging purposes. The Portfolio may also write
options on foreign currencies to increase return. For additional information
about options on foreign currencies and the risks involved, see "Description of
Investment Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO

            Derivatives. The Portfolio may enter into derivatives transactions.
The derivatives that the Portfolio may use include options on securities,
options on securities indices, futures contracts and options thereon, options on
foreign currencies, forward contracts, forward currency exchange contracts and
currency swaps. For a general discussion on derivatives, see "Description of
Investment Practices and Other Investment Policies", below.

            Forward Commitments. The Portfolio may enter into forward
commitments for the purchase or sale of securities. For a general discussion on
forward commitments, see "Description of Investment Practices and Other
Investment Policies", below.

            Standby Commitment Agreements. The Portfolio may from time to time
enter into standby commitment agreements. For a general discussion on standby
commitment agreements, see "Description of Investment Practices and Other
Investment Policies", below.

            Rights and Warrants. The Portfolio may invest in rights or warrants.
For a general discussion on rights and warrants, see "Description of Investment
Practices and Other Investment Policies", below.

            Short Sales. The Portfolio may make short sales of securities or
maintain a short position. For a general discussion on short sales, see
"Description of Investment Practices and Other Investment Policies", below.

            Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For additional information regarding repurchase agreements, see
"Description of Investment Practices and Other Investment Policies", below.

            Participation in Privatizations. The governments of certain foreign
countries have, to varying degrees, embarked on privatization programs
contemplating the sale of all or part of their interests in state enterprises.
In certain jurisdictions, the ability of foreign entities, such as the
Portfolio, to participate in privatizations may be limited by local law, or the
price or terms on which the Portfolio may be able to participate may be less
advantageous than for local investors. Moreover, there can be no assurance that
governments that have embarked on privatization programs will continue to divest
their ownership of state enterprises, that proposed privatizations will be
successful or that governments will not re-nationalize enterprises that have
been privatized.

            Risk of Foreign Investments. For a general discussion on foreign
investments, see "Description of Investment Practices and Other Investment
Policies", below.

            U.S. and Foreign Taxes. Foreign taxes paid by the Portfolio may be
creditable or deductible by U.S. shareholders for U.S. income tax purposes. No
assurance can be given that applicable tax laws and interpretations will not
change in the future. Moreover, non-U.S. investors may not be able to credit or
deduct such foreign taxes. Investors should review carefully the information
discussed under the heading "Dividends, Distributions and Taxes", below, and
should discuss with their tax advisers the specific tax consequences of
investing in the Portfolio.

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO

            Securities of Non-U.S.(foreign) Issuers. The Portfolio invests in
the securities of non-U. S. companies. For a general discussion on securities of
foreign issuers, including the risks involved in investing in securities of
foreign issuers, see "Description of Investment Practices and Other Investment
Policies", below.

            Options. The Portfolio may write and purchase call and put options.
For a general discussion on options, see "Description of Investment Practices
and Other Investment Policies", below.

            Options on Foreign Currencies. The Portfolio may purchase and sell
call options and purchase put options on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) or over-the-counter. For a
general discussion on options on foreign currencies, see "Description of
Investment Practices and Other Investment Policies", below.

            Options on Securities Indices. The Portfolio also may invest in
options on securities indices. For a general discussion of options on securities
indices, see "Description of Investment Practices and Other Investment
Policies", below.

            Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of
Investment Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO

            Special Situations. The Portfolio intends to invest in special
situations from time to time. For a general discussion on special situations,
see "Description of Investment Practices and Other Investment Policies", below.

            Short Sales. The Portfolio may only make short sales of securities
against the box. For a general discussion on short sales, see "Description of
Investment Practices and Other Investment Policies", below.

            Puts and Calls. The Portfolio may write and purchase call and put
options. The Portfolio may purchase and sell put and call options written by
others, combinations thereof, or similar options. There are markets for put and
call options written by others, and the Portfolio may from time to time sell or
purchase such options in such markets. If an option is not sold and is permitted
to expire without being exercised, its premium would be lost by the Portfolio.
For a general discussion of put and call options, see "Description of Investment
Practices and Other Investment Policies", below.

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO

            The Portfolio may invest in debt securities rated BBB- or higher by
S&P or Baa3 or higher by Moody's or, if not rated, of equivalent credit quality
as determined by the Adviser. The Portfolio expects that it will not retain a
debt security that is downgraded below BBB- or Baa3 or, if unrated, determined
by the Adviser to have undergone similar credit quality deterioration,
subsequent to purchase by the Portfolio.

            Convertible Securities. The Portfolio may invest in convertible
securities of issuers whose common stocks are eligible for purchase by the
Portfolio under the investment policies described above. For a general
discussion on convertible securities, see "Description of Investment Practices
and Other Investment Policies", below.

            Forward Commitments. The Portfolio may invest in forward
commitments. For a general discussion of forward commitments, see "Description
of Investment Practices and Other Investment Policies", below.

            Standby Commitment Agreements. The Portfolio may invest in standby
commitment agreements. For a general discussion on standby commitment
agreements, see "Description of Investment Practices and Other Investment
Policies", below.

            Repurchase Agreements. The Portfolio may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or primary dealers (as designated by the Federal Reserve
Bank of New York) in such securities. There is no percentage restriction on the
Portfolio's ability to enter into repurchase agreements. For a general
discussion of repurchase agreements, see "Description of Investment Practices
and Other Investment Policies", below.

            Short Sales. The Portfolio may invest in short sales. For a general
discussion of short sales, see "Description of Investment Practices and Other
Investment Policies", below.

            Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of
Investment Practices and Other Investment Policies", below.

Risk Factors Associated With the Real Estate Industry
-----------------------------------------------------


            REITS. 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. Equity REITs may be affected
by changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be affected by the quality of any credit extended. REITs are
dependent upon management skills, are not diversified, and are subject to heavy
cash flow dependency, default by borrowers and self-liquidation. REITs are also
subject to the possibilities of failing to qualify for tax-free pass-through of
income under the Code and failing to maintain their exemptions from registration
under the 1940 Act.


            REITs (especially mortgage REITs) also are subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be expected to rise. Conversely, when interest rates rise,
the value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

            Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have been more
volatile in price than the larger capitalization stocks included in the S&P 500.

            General. Although the Portfolio does not invest directly in real
estate, it invests primarily in Real Estate Equity Securities and has a policy
of concentration of its investments in the real state industry. Therefore, an
investment in the Portfolio is subject to certain risks associated with the
direct ownership of real estate and with the real estate industry in general.
These risks include, among others: possible declines in the value of real
estate; risks related to general and local economic conditions; 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. To the extent that assets underlying the Portfolio's investments are
concentrated geographically, by property type or in certain other respects, the
Portfolio may be subject to certain of the foregoing risks to a greater extent.

            In addition, if the Portfolio receives rental income or income from
the disposition of real property acquired as a result of a default on securities
the Portfolio owns, the receipt of such income may adversely affect the
Portfolio's ability to retain its tax status as a regulated investment company.
Investments by the Portfolio in securities of companies providing mortgage
servicing will be subject to the risks associated with refinancings and their
impact on servicing rights.

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
ALLIANCEBERNSTEIN VALUE PORTFOLIO

            Currency Swaps. The Portfolios may enter into currency swaps for
hedging purposes. For a general discussion on currency swaps, see "Description
of Investment Practices and other Investment Policies", below.

            Forward Commitments and When-Issued Securities. The Portfolios may
enter into forward commitments for the purchase or sale of securities. Such
transactions may include purchases on a "when-issued" basis or purchases or
sales on a "delayed delivery" basis. A Portfolio's right to receive or deliver a
security under a forward commitment may be sold prior to the settlement date,
but a Portfolio will enter into forward commitments only with the intention of
actually receiving or delivering the securities, as the case may be. For
additional information on forward commitments and when-issued securities, see
"Description of Investment Practices and Other Investment Policies", below.

            Forward Currency Exchange Contracts. Each Portfolio may purchase or
sell forward currency exchange contracts to attempt to minimize the risk to the
Portfolio of adverse changes in the relationship between the U.S. Dollar and
foreign currencies. For a general discussion on forward currency exchange
contracts, see "Description of Investment Practices and Other Investment
Policies", below.

            Convertible Securities. The AllianceBernstein Value Portfolio may
invest in convertible securities of issuers whose common stocks are eligible for
purchase by the Portfolio under its investment policies described in the
Portfolio's prospectus. For a general discussion on convertible securities, see
"Description of Investment Practices and Other Investment Policies", below.

            Options. Each Portfolio may purchase put and call options written by
others and write covered put and call options overlying the types of securities
in which the Portfolio may invest. For a general discussion on put and call
options, see "Description of Investment Practices and Other Investment
Policies", below.

            Options on Securities Indices. Each Portfolio may purchase put and
call options and write covered put and call options on securities indices for
the purpose of hedging against the risk of unfavorable price movements adversely
affecting the value of a Portfolio's securities or securities it intends to
purchase. For a general discussion on options on securities indices, see
"Description of Investment Practices and Other Investment Policies", below.

            Options on Foreign Currencies. The Portfolios may purchase and write
put and call options on foreign currencies for the purpose of protecting against
declines in the U.S. Dollar value of foreign currency-denominated portfolio
securities and against increases in the U.S. Dollar cost of such securities to
be acquired.

            For additional information on options on foreign currencies, see
"Description of Investment Practices and Other Investment Policies", below.

            Futures Contracts and Options on Futures Contracts. The Portfolios
may purchase and sell futures contracts and related options on debt securities
and on indices of debt securities to hedge against anticipated changes in
interest rates that might otherwise have an adverse effect on the value of its
assets or assets it intends to acquire. Each Portfolio may also enter into
futures contracts and related options on foreign currencies in order to limit
its exchange rate risk. For additional information on futures contracts and
options on futures contracts, see "Description of Investment Practices and Other
Investment Policies", below.

            Repurchase Agreements. The Portfolios may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in such securities. There is no percentage restriction
on the Portfolios' ability to enter into repurchase agreements. Currently, each
Portfolio intends to enter into repurchase agreements only with the Fund's
custodian and such primary dealers. For a general discussion on repurchase
agreements, see "Description of Investment Practices and Other Investment
Policies", below.

            Rights and Warrants. The Portfolios may invest in rights and
warrants but will do so only if the equity securities themselves are deemed
appropriate by the Adviser for inclusion in the Portfolios' investment
portfolio. For further discussion on rights and warrants, see "Description of
Investment Practices and Other Investment Policies", below.

            Risks of Investments in Securities of Non-U.S. (foreign) Issuers.
For a general discussion on the risks involved in investments in securities of
foreign issuers, see "Description of Investment Practices and Other Investment
Policies", below. The Portfolios may purchase securities of foreign issuers
directly, as well as through depository receipts.

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO

            The Portfolio may invest in emerging market debt securities.
Investments in emerging markets may be significantly more volatile and returns
may differ substantially from investments in U.S. debt securities generally.
Market changes or other factors affecting emerging markets, including political
instability and unpredictable economic conditions, may have a significant effect
on the value of the Portfolios' investments in emerging market debt securities.

            Stripped Mortgage-Related Securities. The Portfolio may invest in
stripped mortgage-related securities, or SMRS. For a general discussion of
mortgage-related securities, including SMRS, see "Description of Investment
Practices and Other Investment Policies - Mortgage-Related Securities", below.

            Repurchase Agreements. The Portfolio may enter into repurchase
agreements. For a general discussion of repurchase agreements, see "Description
of Investment Practices and Other Investment Policies", below.

            Description of Certain Money Market Securities in Which the
Portfolio May Invest. The Portfolio may invest in the following money market
securities: certificates of deposit, bankers' acceptances, bank time deposits,
commercial paper and variable notes. For information on these types of
securities, see "Description of Investment Practices and Other Investment
Policies", below.

            Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of
Investment Practices and Other Investment Policies", below.

            Asset-Backed Securities. The Portfolio may invest in asset-backed
securities. For a general discussion on asset-backed securities, see
"Description of Investment Practices and Other Investment Policies", below.

            Forward Commitments and When-Issued and Delayed Delivery Securities.
The Portfolio may enter into forward commitments for the purchase of securities
and may purchase securities on a "when-issued" or "delayed delivery" basis. For
additional information on forward commitments and when-issued and delayed
delivery securities, see "Description of Investment Practices and Other
Investment Policies", below.

            Options on Securities. The Portfolio may write and purchase call and
put options on securities. The Portfolio intends to write only covered options.
The Portfolio may also write combinations of put and call options on the same
security, known as "straddles," with the same exercise and expiration date. For
additional information regarding options on securities, see "Description of
Investment Practices and Other Investment Policies", below.

            Options on Securities Indices. The Portfolio may write (sell)
covered call and put options and purchase call and put options on securities
indices. For further information on options on securities indices, see
"Description of Investment Practices and Other Investment Policies", below.

            Futures Contracts. The Portfolio may enter into interest rate
futures contracts, index futures contracts and foreign currency futures
contracts. For a general discussion of futures contracts, see "Description of
Investment Practices and Other Investment Policies", below.

            Options on Futures Contracts. The Portfolio may purchase options on
futures contracts for hedging purposes instead of purchasing or selling the
underlying futures contracts. For a general discussion on options on futures
contracts, see "Description of Investment Practices and Other Investment
Policies", below.

            Synthetic Foreign Equity Securities. The Portfolio may invest in
synthetic foreign equity securities. For a general discussion on these
transactions, see "Synthetic Foreign Equity Securities", below.

            Forward Currency Exchange Contracts. The Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. Dollar and
foreign currencies. For additional information about forward currency exchange
contracts, see "Description of Investment Practices and Other Investment
Policies", below.

            Options on Foreign Currencies. The Portfolio may purchase and write
options on foreign currencies for hedging purposes or to increase return. For
additional information on options on foreign currencies, see "Description of
Investment Practices and Other Investment Policies", below.

INVESTMENT RESTRICTIONS

            Fundamental Investment Policies. The following investment
restrictions, which are applicable to each of the Portfolios, supplement those
set forth above and may not be changed without shareholder approval. The term
"shareholder approval" generally means (1) the vote of 67% or more of the shares
of that Portfolio represented at a meeting at which more than 50% of the
outstanding shares are represented or (2) more than 50% of the outstanding
shares of that Portfolio, whichever is less. A Portfolio may not:

            (a) concentrate investments in an industry as concentration may be
defined under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities;(1)

--------
(1)   For AllianceBernstein Money Market Portfolio, this limitation does not
      apply to investments in securities issued or guaranteed by the United
      States Government, its agencies or instrumentalities or certificates of
      deposit and bankers' acceptances issued or guaranteed by, or
      interest-bearing savings deposits maintained at, banks and savings
      institutions and loan associations (including foreign branches of U.S.
      banks and U.S. branches of foreign banks).


      AllianceBernstein Real Estate Investment Portfolio has not adopted
      policies to concentrate investments in any one industry. Although it
      invests generally in the real estate industry sector, the primary economic
      characteristics of companies in this sector are materially different. For
      example, AllianceBernstein Real Estate Investment Portfolio invests in
      equity and mortgage REITs, each of which seeks different types of
      investments. Equity REITS invest directly in real estate properties, and
      mortgage REITs make loans to real estate owners and purchase mortgages on
      real estate. In addition, there are many different types of REITs in which
      AllianceBernstein Real Estate Investment Portfolio may invest, including,
      for example, those that invest in shopping malls, industrial and office
      buildings, apartments, warehouses, lodging and hotels, and health care
      facilities. REITs may also invest in specific regions, states, or
      countries. Foreign REITs or other non-U.S. real estate investments may
      have significantly different characteristics than those in the U.S.


            (b) issue any senior security (as that term is defined in the 1940
Act) or borrow money, except to the extent permitted by the 1940 Act or the
rules and regulations thereunder (as such statute, rules or regulations may be
amended from time to time) or by guidance regarding, or interpretations of, or
exemptive orders under, the 1940 Act or the rules or regulations thereunder
published by appropriate regulatory authorities. For purposes of this
restriction, margin and collateral arrangements, including, for example, with
respect to permitted borrowings, options, futures contracts, options on futures
contracts and other derivatives such as swaps are not deemed to involve the
issuance of a senior security;

            (c) make loans except through (i) the purchase of debt obligations
in accordance with its investment objective and policies; (ii) the lending of
portfolio securities; (iii) the use of repurchase agreements; or (iv) the making
of loans to affiliated funds as permitted under the 1940 Act, the rules and
regulations thereunder (as such statutes, rules or regulations may be amended
from time to time), or by guidance regarding, and interpretations of, or
exemptive orders under, the 1940 Act;

            (d) purchase or sell real estate except that it may dispose of real
estate acquired as a result of the ownership of securities or other instruments.
This restriction does not prohibit a Portfolio from investing in securities or
other instruments backed by real estate or in securities of companies engaged in
the real estate business;

            (e) purchase or sell commodities regulated by the Commodity Futures
Trading Commission (the "CFTC") under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts; or

            (f) act as an underwriter of securities, except that a Portfolio may
acquire restricted securities under circumstances in which, if such securities
were sold, the Portfolio might be deemed to be an underwriter for purposes of
the Securities Act.

            As a fundamental policy, each Portfolio is diversified (as that term
is defined in the 1940 Act).(2) This means that at least 75% of the Portfolio's
assets consist of:

            o     Cash or cash items;

            o     Government securities;

            o     Securities of other investment companies; and

            o     Securities of any one issuer that represent not more than 10%
                  of the outstanding voting securities of the issuer of the
                  securities and not more than 5% of the total assets of the
                  Portfolio.

--------
(2)   As a matter of operating policy, pursuant to Rule 2a-7, the
      AllianceBernstein Money Market Portfolio will invest no more than 5% of
      its assets in the first tier (as defined in Rule 2a-7) securities of any
      one issuer, except that under Rule 2a-7, the Portfolio may invest up to
      25% of its total assets in the first tier securities of a single issuer
      for a period of up to three business days. This policy with respect to
      diversification would give the Portfolio the ability to invest, with
      respect to 25% of its assets, more than 5% of its assets, in any one
      issuer only in the event rule 2a-7 is amended in the future.


Non-Fundamental Investment Policy
---------------------------------

            Each Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the Securities and Exchange Commission
(the "Commission") under the 1940 Act or by guidance regarding the 1940 Act, or
interpretations thereof, and (ii) that the Portfolio may obtain such short-term
credits as are necessary for the clearance of portfolio transactions, and the
Portfolio may make margin payments in connection with futures contracts,
options, forward contracts, swaps, caps, floors, collars and other financial
instruments.

--------------------------------------------------------------------------------

                      DESCRIPTION OF INVESTMENT PRACTICES
                         AND OTHER INVESTMENT POLICIES

--------------------------------------------------------------------------------

            This section describes the Portfolios' investment practices and
associated risks, as well as certain other investment policies. Unless otherwise
noted, a Portfolio's use of any of these practices is specified in "Investment
Polices and Restrictions," above.

Certificates Of Deposit, Bankers' Acceptances and Bank Time Deposits
--------------------------------------------------------------------

            Certificates of deposit are receipts issued by a bank in exchange
for the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to maturity.

            Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then accepted by another bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most maturities are six months or less.

            Bank time deposits are funds kept on deposit with a bank for a
stated period of time in an interest bearing account. At present, bank time
deposits maturing in more than seven days are not considered by the Adviser to
be readily marketable.

Commercial Paper
----------------

            Commercial paper consists of short-term (usually from 1 to 270 days)
unsecured promissory notes issued by entities in order to finance their current
operations.

Convertible Securities
----------------------

            Convertible securities include bonds, debentures, corporate notes
and preferred stocks that are convertible at a stated exchange rate into common
stock. Prior to their conversion, convertible securities have the same general
characteristics as non-convertible debt securities that provide a stable stream
of income with yields that are generally higher than those of equity securities
of the same or similar issuers. The market value of convertible securities tends
to decline as interest rates increase and, conversely, to increase as interest
rates decline. While convertible securities generally offer lower interest
yields than non-convertible debt securities of similar quality, they offer
investors the potential to benefit from increases in the market price of the
underlying common stock.

            When the market price of the common stock underlying a convertible
security increases, the price of the convertible security increasingly reflects
the value of the underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the same
extent as the underlying common stock. Convertible securities rank senior to
common stocks in an issuer's capital structure. They are consequently of higher
quality and entail less risk than the issuer's common stock, although the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed-income security.
Convertible debt securities that are rated Baa or lower by Moody's or BBB or
lower by S&P or Fitch and comparable unrated securities as determined by the
Adviser may share some or all of the risks of non-convertible debt securities
with those ratings.

Depositary Receipts
-------------------

            In addition to purchasing corporate securities of non-U.S. issuers
in overseas securities markets, the Portfolios may invest in American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs") or other securities representing securities of companies based
in countries other than the United States. Transactions in these securities may
not necessarily be settled in the same currency as transactions in the
securities into which they represent. Generally, ADRs, in registered form, are
designed for use in the U.S. securities markets, EDRs, in bearer form, are
designed for use in European securities markets and GDRs, in bearer form, are
designed for use in two or more securities markets, such as Europe and Asia.

            ADRs are traded in the United States on exchanges or
over-the-counter, are issued by domestic banks or trust companies and have
readily available market quotations. ADRs do not lessen the foreign exchange
risk inherent in investing in the securities of foreign issuers. However, by
investing in ADRs rather than directly in stock of foreign issuers, the
Portfolios can avoid currency risks which might occur during the settlement
period for either purchases or sales.

Derivatives
-----------

            Derivatives are financial contracts whose value depends on, or is
derived from, the value of an underlying asset, reference rate or index. Each
Portfolio may, but is not required to, use derivatives for risk management
purposes or as part of its investment practices. These assets, rates, and
indices may include bonds, stocks, mortgages, commodities, interest rates,
currency exchange rates, bond indices and stock indices. Derivatives may be (i)
standardized, exchange-traded contracts or (ii) customized, privately negotiated
contracts. Exchange-traded derivatives tend to be more liquid and subject to
less credit risk than those that are privately negotiated. A Portfolio may use
derivatives to earn income and enhance returns, to hedge or adjust the risk
profile of a portfolio and either to replace more traditional direct investments
or to obtain exposure to otherwise inaccessible markets.

            The four principal types of derivatives, which include options,
futures, forwards and swaps, as well as the methods in which they may be used by
a Portfolio, are described below. From the four principal types of derivative
instruments, virtually any type of derivative transaction can be created.
Derivatives may be (i) standardized, exchange-traded contracts or (ii)
customized, privately-negotiated contracts. Exchange-traded derivatives tend to
be more liquid and subject to less credit risk than those that are privately
negotiated.

            Forward Contracts. A forward contract is a customized, privately
negotiated agreement for one party to buy, and the other party to sell, a
specific quantity of an underlying commodity or other tangible asset for an
agreed-upon price at a future date. A forward contract generally is settled by
physical delivery of the commodity or other tangible asset underlying the
forward contract to an agreed upon location at a future date (rather than
settled by cash) or will be rolled forward into a new forward contract.
Non-deliverable forwards ("NDFs") specify a cash payment upon maturity. NDFs are
normally used when the market for physical settlement of the currency is
underdeveloped, heavily regulated or highly taxed.

            Futures Contracts and Options on Futures Contracts. A futures
contract is an agreement that obligates the buyer to buy and the seller to sell
a specified quantity of an underlying asset (or settle for cash the value of a
contract based on an underlying asset, rate or index) at a specific price on the
contract maturity date. Options on futures contracts are options that call for
the delivery of futures contracts upon exercise. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or cancelled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.

            Options. An option, which may be standardized and exchange-traded,
or customized and privately negotiated, is an agreement that, for a premium
payment or fee, gives the option holder (the buyer) the right but not the
obligation to buy (a "call") or sell (a "put") the underlying asset (or settle
for cash an amount based on an underlying asset, rate or index) at a specified
price (the exercise price) during a period of time or on a specified date.
Likewise, when an option is exercised the writer of the option is obligated to
sell (in the case of a call option) or to purchase (in the case of a put option)
the underlying asset (or settle for cash an amount based on an underlying asset,
rate or index). Investments in options are considered speculative. A Portfolio
may lose the premium paid for them if the price of the underlying security or
other asset decreased or remained the same (in the case of a call option) or
increased or remained the same (in the case of a put option). If a put or call
option purchased by a Portfolio were permitted to expire without being sold or
exercised, its premium would represent a loss to the Portfolio.

            Swaps. A swap is a customized, privately negotiated agreement that
obligates two parties to exchange a series of cash flows at specified intervals
(payment dates) based upon or calculated by reference to changes in specified
prices or rates (interest rates in the case of interest rate swaps, currency
exchange rates in the case of currency swaps) for a specified amount of an
underlying asset (the "notional" principal amount). The payment flows are netted
against each other, with the difference being paid by one party to the other.
Except for currency swaps, the notional principal amount is used solely to
calculate the payment streams but is not exchanged. With respect to currency
swaps, actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination, of the
transaction. Swap transactions also include credit default swaps in which one
party pays a periodic fee, typically expressed in basis points on a notational
amount, in return for a contingent payment by the counterparty following a
credit event in a specific debt obligation or obligations. A credit event is
typically a default and the contingent payment may be a cash settlement or by
physical delivery of the reference obligation in return for payment of its face
amount.

            Risks of Derivatives. Investment techniques employing such
derivatives involve risks different from, and, in certain cases, greater than,
the risks presented by more traditional investments. Following is a general
discussion of important risk factors and issues concerning the use of
derivatives that investors should understand in considering the proposed
amendment of a Portfolio's investment policies.

            -- Market Risk. This is the general risk attendant to all
            investments that the value of a particular investment will change in
            a way detrimental to a Portfolio's interest.

            -- Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of a
            derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit of
            observing the performance of the derivative under all possible
            market conditions. In particular, the use and complexity of
            derivatives require the maintenance of adequate controls to monitor
            the transactions entered into, the ability to assess the risk that a
            derivative adds to a Portfolio's investment portfolio, and the
            ability to forecast price, interest rate or currency exchange rate
            movements correctly.

            -- Credit Risk. This is the risk that a loss may be sustained by a
            Portfolio as a result of the failure of another party to a
            derivative (usually referred to as a "counterparty") to comply with
            the terms of the derivative contract. The credit risk for
            exchange-traded derivatives is generally less than for privately
            negotiated derivatives, since the clearinghouse, which is the issuer
            or counterparty to each exchange-traded derivative, provides a
            guarantee of performance. This guarantee is supported by a daily
            payment system (i.e., margin requirements) operated by the
            clearinghouse in order to reduce overall credit risk. For privately
            negotiated derivatives, there is no similar clearing agency
            guarantee. Therefore, a Portfolio considers the creditworthiness of
            each counterparty to a privately negotiated derivative in evaluating
            potential credit risk.

            -- Liquidity Risk. Liquidity risk exists when a particular
            instrument is difficult to purchase or sell. If a derivative
            transaction is particularly large or if the relevant market is
            illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous price.

            -- Leverage Risk. Since many derivatives have a leverage component,
            adverse changes in the value or level of the underlying asset, rate
            or index can result in a loss substantially greater than the amount
            invested in the derivative itself. In the case of swaps, the risk of
            loss generally is related to a notional principal amount, even if
            the parties have not made any initial investment. Certain
            derivatives have the potential for unlimited loss, regardless of the
            size of the initial investment.

            -- Risk of Potential Governmental Regulation of Derivatives. It is
            possible that government regulation of various types of derivative
            instruments, including futures and swap agreements, may limit or
            prevent the Portfolio from using such instruments as a part of its
            investment strategy. The U.S. Congress has held hearings and various
            legislations have been introduced related to the futures markets and
            swap market participants. In addition, the CFTC and the Commission
            are considering various regulatory initiatives. It is possible that
            this legislative and regulatory activity could potentially limit or
            completely restrict the ability of the Portfolio to use certain
            derivative instruments. Limits or restrictions applicable to
            counterparties with whom the Portfolio engages in derivative
            transactions could also prevent the Portfolio from engaging in these
            transactions.

            -- Other Risks. Other risks in using derivatives include the risk of
            mispricing or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates and
            indices. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Portfolio. Derivatives do not
            always perfectly or even highly correlate or track the value of the
            assets, rates or indices they are designed to closely track.
            Consequently, a Portfolio's use of derivatives may not always be an
            effective means of, and sometimes could be counterproductive to,
            furthering the Portfolio's investment objective.

            Use of Options, Futures, Forwards and Swaps by the Portfolios.
            --------------------------------------------------------------

            -- Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a
specific amount of a currency for an agreed upon price at a future date. Forward
currency exchange contracts are customized, privately negotiated agreements
designed to satisfy the objectives of each party. A forward currency exchange
contract usually results in the delivery of the underlying asset upon maturity
of the contract in return for the agreed upon payment. NDFs specify a cash
payment upon maturity. NDFs are normally used when the market for physical
settlement of the currency is underdeveloped, heavily regulated or highly taxed.

            A Portfolio will enter into forward currency exchange contracts to
attempt to minimize the risk to the Portfolio from adverse changes in the
relationship between the U.S. Dollar and other currencies. A Portfolio may
purchase or sell forward currency exchange contracts for hedging purposes
similar to those described below in connection with its transactions in foreign
currency futures contracts. A Portfolio may also purchase or sell forward
currency exchange contracts for non-hedging purposes as direct investments in
foreign currencies, as described below under "Currency Transactions".

            If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in
the cost of securities to be acquired may be offset, at least in part, by
profits on the forward currency exchange contract. Nevertheless, by entering
into such forward currency exchange contracts, a Portfolio may be required to
forego all or a portion of the benefits which otherwise could have been obtained
from favorable movements in exchange rates.

            A Portfolio may also use forward currency exchange contracts to seek
to increase total return when the Adviser 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. For example, a Portfolio may enter into a foreign currency
exchange contract to purchase a currency if the Adviser expects the currency to
increase in value. The Portfolio would recognize a gain if the market value of
the currency is more than the contract value of the currency at the time of
settlement of the contract. Similarly, a Portfolio may enter into a foreign
currency exchange contract to sell a currency if the Adviser expects the
currency to decrease in value. The Portfolio would recognize a gain if the
market value of the currency is less than the contract value of the currency at
the time of settlement of the contract.

            The cost of engaging in forward currency exchange contracts varies
with such factors as the currencies involved, the length of the contract period
and the market conditions then prevailing. Since transactions in foreign
currencies are usually conducted on a principal basis, no fees or commissions
are involved. A Portfolio will segregate and mark to market liquid assets in an
amount at least equal to the Portfolio's obligations under any forward currency
exchange contracts.

            -- Options on Securities. A Portfolio may write and purchase call
and put options on securities. In purchasing an option on securities, the
Portfolio would be in a position to realize a gain if, during the option period,
the price of the underlying securities increased (in the case of a call) or
decreased (in the case of a put) by an amount in excess of the premium paid;
otherwise the Portfolio would experience a loss not greater than the premium
paid for the option. Thus, a Portfolio would realize a loss if the price of the
underlying security declined or remained the same (in the case of a call) or
increased or remained the same (in the case of a put) or otherwise did not
increase (in the case of a put) or decrease (in the case of a call) by more than
the amount of the premium. If a put or call option purchased by a Portfolio were
permitted to expire without being sold or exercised, its premium would represent
a loss to the Portfolio.

            A Portfolio may write a put or call option in return for a premium,
which is retained by the Portfolio whether or not the option is exercised. A
Portfolio will not write uncovered call or put options on securities. A call
option written by a Portfolio is "covered" if the Portfolio owns the underlying
security, has an absolute and immediate right to acquire that security upon
conversion or exchange of another security it holds, or holds a call option on
the underlying security with an exercise price equal to or less than of the call
option it has written. A put option written by a Portfolio is covered if the
Portfolio holds a put option on the underlying securities with an exercise price
equal to or greater than of the put option it has written.

            In contrast to other types of options, options on the yield "spread"
or yield differential between two securities are based on the difference between
the yields of designated securities. A Portfolio may also write combinations of
put and call options on the same security, known as "straddles," with the same
exercise and expiration date. By writing a straddle, a Portfolio undertakes a
simultaneous obligation to sell and purchase the same security in the event that
one of the options is exercised. If the price of the security subsequently rises
above the exercise price, the call will likely be exercised and a Portfolio will
be required to sell the underlying security at or below market price. This loss
may be offset, however, in whole or part, by the premiums received on the
writing of the two options. Conversely, if the price of the security declines by
a sufficient amount, the put will likely be exercised. The writing of straddles
will likely be effective, therefore, only where the price of the security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is exercised, the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

            By writing a call option, a Portfolio limits its opportunity to
profit from any increase in the market value of the underlying security above
the exercise price of the option. By writing a put option, a Portfolio assumes
the risk that it may be required to purchase the underlying security for an
exercise price above its then current market value, resulting in a capital loss
unless the security subsequently appreciates in value. Where options are written
for hedging purposes, such transactions constitute only a partial hedge against
declines in the value of portfolio securities or against increases in the value
of securities to be acquired, up to the amount of the premium. A Portfolio may
purchase put options to hedge against a decline in the value of portfolio
securities. If such decline occurs, the put options will permit the Portfolio to
sell the securities at the exercise price or to close out the options at a
profit. By using put options in this way, a Portfolio will reduce any profit it
might otherwise have realized on the underlying security by the amount of the
premium paid for the put option and by transaction costs.

            A Portfolio may purchase or write options on securities of the types
in which it is permitted to invest in privately negotiated (i.e.,
over-the-counter) transactions. By writing a call option, the Portfolio limits
its opportunity to profit from any increase in the market value of the
underlying security above the exercise price of the option. By writing a put
option, the Portfolio assumes the risk that it may be required to purchase the
underlying security for an exercise price above its then current market value,
resulting in a capital loss unless the security subsequently appreciates in
value. Where options are written for hedging purposes, such transactions
constitute only a partial hedge against declines in the value of portfolio
securities or against increases in the value of securities to be acquired, up to
the amount of the premium. The Portfolio may purchase put options to hedge
against a decline in the value of portfolio securities. If such decline occurs,
the put options will permit the Portfolio to sell the securities at the exercise
price or to close out the options at a profit. By using put options in this way,
the Portfolio will reduce any profit it might otherwise have realized on the
underlying security by the amount of the premium paid for the put option and by
transaction costs.

            A Portfolio may purchase call options to hedge against an increase
in the price of securities that the Portfolio anticipates purchasing in the
future. If such increase occurs, the call option will permit the Portfolio to
purchase the securities at the exercise price, or to close out the options at a
profit. The premium paid for the call option plus any transaction costs will
reduce the benefit, if any, realized by a Portfolio upon exercise of the option,
and, unless the price of the underlying security rises sufficiently, the option
may expire worthless to the Portfolio and the Portfolio will suffer a loss on
the transaction to the extent of the premium paid.

            A Portfolio will effect such transactions only with investment
dealers and other financial institutions (such as commercial banks or savings
and loan institutions) deemed creditworthy by the Adviser, and the Adviser has
adopted procedures for monitoring the creditworthiness of such entities. Options
purchased or written in negotiated transactions may be illiquid and it may not
be possible for the Portfolios to effect a closing transaction at a time when
the Adviser believes it would be advantageous to do so.

            -- Options on Securities Indices. An option on a securities index is
similar to an option on a security except that, rather than taking or making
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case of a
call) or less than (in the case of a put) the exercise price of the option.

            A Portfolio may write (sell) call and put options and purchase call
and put options on securities indices.

            If a Portfolio purchases put options on securities indices to hedge
its investments against a decline in the value of portfolio securities it will
seek to offset a decline in the value of securities it owns through appreciation
of the put option. If the value of a Portfolio's investments does not decline as
anticipated, or if the value of the option does not increase, the Portfolio's
loss will be limited to the premium paid for the option. The success of this
strategy will largely depend on the accuracy of the correlation between the
changes in value of the index and the changes in value of a Portfolio's security
holdings.

            The purchase of call options on securities indices may be used by a
Portfolio to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Portfolio holds
uninvested cash or short-term debt securities awaiting investment. When
purchasing call options for this purpose, a Portfolio will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not
rise. The purchase of call options on stock indices when a Portfolio is
substantially fully invested is a form of leverage, up to the amount of the
premium and related transaction costs, and involves risks of loss and of
increased volatility similar to those involved in purchasing call options on
securities the Portfolio owns.

            -- Options on Foreign Currencies. A Portfolio may purchase and write
options on foreign currencies for hedging purposes. For example, a decline in
the dollar value of a foreign currency in which portfolio securities are
denominated will reduce the dollar value of such securities, even if their value
in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities, a Portfolio may purchase put
options on the foreign currency. If the value of the currency does decline, the
Portfolio will have the right to sell such currency for a fixed amount in
dollars and could thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.

            Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Portfolio may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to a Portfolio from purchases of foreign currency options
will be reduced by the amount of the premium and related transaction costs. In
addition, where currency exchange rates do not move in the direction or to the
extent anticipated, a Portfolio could sustain losses on transactions in foreign
currency options which would require it to forego a portion or all of the
benefits of advantageous changes in such rates.

            A Portfolio may write options on foreign currencies for hedging
purposes or to increase return. For example, where a Portfolio anticipates a
decline in the dollar value of foreign-denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities could be offset by the amount of the premium received.

            Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency, which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of
other types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may be
exercised and a Portfolio will be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on foreign currencies, a Portfolio also may be required
to forego all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.

            In addition to using options for the hedging purposes described
above, a Portfolio may also invest in options of foreign currencies for
non-hedging purposes as a means of making direct investments in foreign
currencies. A Portfolio may use options on currency to seek to increase total
return when the Adviser anticipates that a foreign currency will appreciate or
depreciate in value but securities denominated in that security are not held by
the Portfolio and do not present attractive investment opportunities. For
example, a Portfolio may purchase call options in anticipation of an increase in
the market value of a currency. The Portfolio would ordinarily realize a gain
if, during the option period, the value of such currency exceeded the sum of the
exercise price, the premium paid and transactions costs. Otherwise, the
Portfolio would realize no gain or a loss on the purchase of the call option.
Put options may be purchased by a Portfolio for the purpose of benefiting from a
decline in the value of a currency that the Portfolio does not own. The
Portfolio would normally realize a gain if, during the option period, the value
of the underlying currency decreased below the exercise price sufficiently to
more than cover the premium and transaction costs. Otherwise, the Portfolio
would realize no gain or loss on the purchase of the put option. For additional
information on the use of options on foreign currencies for non-hedging
purposes, see "Currency Transactions" below.

            Special Risks Associated with Options on Currency. An
exchange-traded options position may be closed out only on an options exchange
that provides a secondary marker for an option of the same series. Although a
Portfolio will generally purchase or sell options for which there appears to be
an active secondary market, there is no assurance that a liquid secondary market
on an exchange will exist for any particular option, or at any particular time.
For some options, no secondary market on an exchange may exist. In such event,
it might not be possible to effect closing transactions in particular options,
with the result that a Portfolio would have to exercise its options in order to
realize any profit and would incur transaction costs on the sale of the
underlying currency.

            -- Futures Contracts and Options on Futures Contracts. Futures
contracts that a Portfolio may buy and sell may include futures contracts on
fixed-income or other securities, and contracts based on interest rates, foreign
currencies or financial indices, including any index of U.S. Government
securities. A Portfolio may purchase or sell futures contracts and options
thereon to hedge against changes in interest rates, securities (through index
futures or options) or currencies.

            Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Portfolio's current or intended investments in fixed-income securities. For
example, if a Portfolio owned long-term bonds and interest rates were expected
to increase, that Portfolio might sell interest rate futures contracts. Such a
sale would have much the same effect as selling some of the long-term bonds in
that Portfolio's portfolio. However, since the futures market is more liquid
than the cash market, the use of interest rate futures contracts as a hedging
technique allows a Portfolio to hedge its interest rate risk without having to
sell its portfolio securities. If interest rates were to increase, the value of
the debt securities in the portfolio would decline, but the value of that
Portfolio's interest rate futures contracts would be expected to increase at
approximately the same rate, thereby keeping the net asset value ("NAV") of that
Portfolio from declining as much as it otherwise would have. On the other hand,
if interest rates were expected to decline, interest rate futures contracts
could be purchased to hedge in anticipation of subsequent purchases of long-term
bonds at higher prices. Because the fluctuations in the value of the interest
rate futures contracts should be similar to those of long-term bonds, a
Portfolio could protect itself against the effects of the anticipated rise in
the value of long-term bonds without actually buying them until the necessary
cash becomes available or the market has stabilized. At that time, the interest
rate futures contracts could be liquidated and that Portfolio's cash reserves
could then be used to buy long-term bonds on the cash market.

            A Portfolio may purchase and sell foreign currency futures contracts
for hedging purposes in order to protect against fluctuations in currency
exchange rates. Such fluctuations could reduce the dollar value of portfolio
securities denominated in foreign currencies, or increase the cost of
foreign-denominated securities to be acquired, even if the value of such
securities in the currencies in which they are denominated remains constant. A
Portfolio may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in
the value of such currency relative to the dollar. If such a decline were to
occur, the resulting adverse effect on the value of foreign-denominated
securities may be offset, in whole or in part, by gains on the futures
contracts. However, if the value of the foreign currency increases relative to
the dollar, a Portfolio's loss on the foreign currency futures contract may or
may not be offset by an increase in the value of the securities because a
decline in the price of the security stated in terms of the foreign currency may
be greater than the increase in value as a result of the change in exchange
rates.

            Conversely, a Portfolio could protect against a rise in the dollar
cost of foreign-denominated securities to be acquired by purchasing futures
contracts on the relevant currency, which could offset, in whole or in part, the
increased cost of such securities resulting from a rise in the dollar value of
the underlying currencies. When a Portfolio purchases futures contracts under
such circumstances, however, and the price in dollars of securities to be
acquired instead declines as a result of appreciation of the dollar, the
Portfolio will sustain losses on its futures position which could reduce or
eliminate the benefits of the reduced cost of portfolio securities to be
acquired.

            A Portfolio may also engage in currency "cross hedging" when, in the
opinion of the Adviser, the historical relationship among foreign currencies
suggests that a Portfolio may achieve protection against fluctuations in
currency exchange rates similar to that described above at a reduced cost
through the use of a futures contract relating to a currency other than the U.S.
Dollar or the currency in which the foreign security is denominated. Such "cross
hedging" is subject to the same risks as those described above with respect to
an unanticipated increase or decline in the value of the subject currency
relative to the U.S. Dollar.

            A Portfolio may also use foreign currency futures contracts and
options on such contracts for non-hedging purposes. Similar to options on
currencies described above, a Portfolio may use foreign currency futures
contracts and options on such contracts to seek to increase total return when
the Adviser anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that security are not held by the Underlying
Portfolio and do not present attractive investment opportunities. The risks
associated with foreign currency futures contracts and options on futures are
similar to those associated with options on foreign currencies, as described
above. For additional information on the use of options on foreign currencies
for non-hedging purposes, see "Currency Transactions" below.

            Purchases or sales of stock or bond index futures contracts are used
for hedging purposes to attempt to protect a Portfolio's current or intended
investments from broad fluctuations in stock or bond prices. For example, a
Portfolio may sell stock or bond index futures contracts in anticipation of or
during a market decline to attempt to offset the decrease in market value of the
Portfolio's portfolio securities that might otherwise result. If such decline
occurs, the loss in value of portfolio securities may be offset, in whole or
part, by gains on the futures position. When a Portfolio is not fully invested
in the securities market and anticipates a significant market advance, it may
purchase stock or bond index futures contracts in order to gain rapid market
exposure that may, in whole or in part, offset increases in the cost of
securities that the Portfolio intends to purchase. As such purchases are made,
the corresponding positions in stock or bond index futures contracts will be
closed out.

            Each Portfolio has claimed an exclusion from the definition of the
term "commodity pool operator" under the Commodity Exchange Act and therefore is
not subject to registration or regulation as a pool operator under that Act.

            Options on futures contracts are options that call for the delivery
of futures contracts upon exercise. Options on futures contracts written or
purchased by a Portfolio will be traded on U.S. exchange.

            The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities in a Portfolio's
portfolio. If the futures price at expiration of the option is below the
exercise price, a Portfolio will retain the full amount of the option premium,
which provides a partial hedge against any decline that may have occurred in the
Portfolio's portfolio holdings. The writing of a put option on a futures
contract constitutes a partial hedge against increasing prices of the securities
or other instruments required to be delivered under the terms of the futures
contract. If the futures price at expiration of the put option is higher than
the exercise price, a Portfolio will retain the full amount of the option
premium, which provides a partial hedge against any increase in the price of
securities which the Portfolio intends to purchase. If a put or call option a
Portfolio has written is exercised, the Portfolio will incur a loss which will
be reduced by the amount of the premium it receives. Depending on the degree of
correlation between changes in the value of its portfolio securities and changes
in the value of its options on futures positions, a Portfolio's losses from
exercised options on futures may to some extent be reduced or increased by
changes in the value of portfolio securities.

            A Portfolio may purchase options on futures contracts for hedging
purposes instead of purchasing or selling the underlying futures contracts. For
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline or changes in interest or exchange
rates, a Portfolio could, in lieu of selling futures contracts, purchase put
options thereon. In the event that such decrease was to occur, it may be offset,
in whole or part, by a profit on the option. If the anticipated market decline
were not to occur, the Portfolio would suffer a loss equal to the price of the
put. Where it is projected that the value of securities to be acquired by a
Portfolio will increase prior to acquisition due to a market advance or changes
in interest or exchange rates, a Portfolio could purchase call options on
futures contracts, rather than purchasing the underlying futures contracts. If
the market advances, the increased cost of securities to be purchased may be
offset by a profit on the call. However, if the market declines, the Portfolio
will suffer a loss equal to the price of the call, but the securities which the
Portfolio intends to purchase may be less expensive.

            -- Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a
specific amount of a currency for an agreed upon price at a future date. Forward
currency exchange contracts are customized, privately negotiated agreements
designed to satisfy the objectives of each party. A forward currency exchange
contract usually results in the delivery of the underlying asset upon maturity
of the contract in return for the agreed upon payment. NDFs specify a cash
payment upon maturity. NDFs are normally used when the market for physical
settlement of the currency is underdeveloped, heavily regulated or highly taxed.

            A Portfolio may enter into forward currency exchange contracts to
attempt to minimize the risk to a Portfolio from adverse changes in the
relationship between the U.S. Dollar and foreign currencies. A Portfolio intends
to enter into forward currency exchange contracts for hedging purposes similar
to those described above in connection with its transactions in foreign currency
futures contracts. In particular, a forward currency exchange contract to sell a
currency may be entered into in lieu of the sale of a foreign currency futures
contract where a Portfolio seeks to protect against an anticipated increase in
the exchange rate for a specific currency which could reduce the dollar value of
portfolio securities denominated in such currency. Conversely, a Portfolio may
enter into a forward currency exchange contract to purchase a given currency to
protect against a projected increase in the dollar value of securities
denominated in such currency which the Portfolio intends to acquire. A Portfolio
also may enter into a forward currency exchange contract in order to assure
itself of a predetermined exchange rate in connection with a security
denominated in a foreign currency. A Portfolio may engage in currency "cross
hedging" when, in the opinion of the Adviser, the historical relationship among
foreign currencies suggests that the Portfolio may achieve the same protection
for a foreign security at a reduced cost through the use of a forward currency
exchange contract relating to a currency other than the U.S. Dollar or the
foreign currency in which the security is denominated.

            If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in
the cost of securities to be acquired may be offset, at least in part, by
profits on the forward currency exchange contract. Nevertheless, by entering
into such forward currency exchange contracts, a Portfolio may be required to
forego all or a portion of the benefits which otherwise could have been obtained
from favorable movements in exchange rates.

            -- Credit Default Swap Agreements. The "buyer" in a credit default
swap contract is obligated to pay the "seller" a periodic stream of payments
over the term of the contract in return for a contingent payment upon the
occurrence of a credit event with respect to an underlying reference obligation.
Generally, a credit event means bankruptcy, failure to pay, obligation
acceleration or modified restructuring. A Portfolio may be either the buyer or
seller in the transaction. As a seller, a Portfolio receives a fixed rate of
income throughout the term of the contract, which typically is between one month
and five years, provided that no credit event occurs. If a credit event occurs,
a Portfolio typically must pay the contingent payment to the buyer, which is
typically the "par value" (full notional value) of the reference obligation. The
contingent payment may be a cash settlement or by physical delivery of the
reference obligation in return for payment of the face amount of the obligation.
The contingent payment may be a cash settlement or by physical delivery of the
reference obligation in return for full payment of the obligation. If the
reference obligation is a defaulted security, physical delivery of the security
will cause the Portfolio to hold a defaulted security. The value of the
reference obligation received by a Portfolio as a seller if a credit event
occurs, coupled with the periodic payments previously received, may be less than
the full notional value it pays to the buyer, resulting in a loss of value of to
the Portfolio. If a Portfolio is a buyer and no credit event occurs, the
Portfolio will lose its periodic stream of payments over the term of the
contract. However, if a credit event occurs, the buyer typically receives full
notional value for a reference obligation that may have little or no value.

            Credit default swaps may involve greater risks than if a Portfolio
had invested in the reference obligation directly. Credit default swaps are
subject to general market risk, liquidity risk and credit risk.

            -- Currency Swaps. A Portfolio may enter into currency swaps for
hedging purposes to protect against adverse changes in exchange rates between
the U.S. Dollar and other currencies or for non-hedging purposes as means of
making direct investments in foreign currencies, as described below under
"Currency Transactions". Currency swaps involve the individually negotiated
exchange by a Portfolio with another party of a series of payments in specified
currencies. Actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination of the
transaction. Since currency swaps are individually negotiated, a Portfolio
expects to achieve an acceptable degree of correlation between its portfolio
investments and its currency swaps positions. Therefore, the entire principal
value of a currency swap is subject to the risk that the other party to the swap
will default on its contractual delivery obligations. The net amount of the
excess, if any, of a Portfolio's obligations over its entitlements with respect
to each currency swap will be accrued on a daily basis and an amount of liquid
assets having an aggregate NAV at least equal to the accrued excess will be
maintained in a segregated account by the Portfolio's custodian. If there is a
default by the other party to such a transaction, a Portfolio will have
contractual remedies pursuant to the agreements related to the transactions.

            -- Swaps: Interest Rate Transactions. A Portfolio may enter into
interest rate swap, cap or floor transactions, which may include preserving 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. The Adviser does not intend to use these
transactions in a speculative manner. A Portfolio also may invest in interest
rate transaction futures.

            Interest Rate Swaps. 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 a Portfolio receiving or paying, as the case may
be, only the net amount of the two payments).

            Interest Rate Caps and Floors. Interest rate caps and floors are
similar to options in that the purchase of an interest rate cap or floor
entitles the purchaser, to the extent that a specified index exceeds (in the
case of a cap) or falls below (in the case of a floor) a predetermined interest
rate, to receive payments of interest on a notional amount from the party
selling the interest rate cap or floor.

            The swap market has grown substantially in recent years, with a
large number of banks and investment banking firms acting both as principals and
as agents utilizing standardized swap documentation. As a result, the swap
market has become well established and relatively liquid. Caps and floors are
less liquid than swaps. These transactions do not involve the delivery of
securities or other underlying assets or principal. Accordingly, unless there is
a counterparty default, the risk of loss to a Portfolio from interest rate
transactions is limited to the net amount of interest payments that the
Portfolio is contractually obligated to make. A Portfolio will enter into
interest rate swap, cap or floor transactions only with counterparties who have
credit ratings of at least A- (or the equivalent) from any one NRSRO or
counterparties with guarantors with debt securities having such a rating.

            -- Synthetic Foreign Equity Securities. A Portfolio may invest in a
form of synthetic foreign equity securities, referred to as international
warrants. International warrants are financial instruments issued by banks or
other financial institutions, which may or may not be traded on a foreign
exchange. International warrants are a form of derivative security that may give
holders the right to buy or sell an underlying security or a basket of
securities representing an index from or to the issuer for a particular price or
may entitle holders to receive a cash payment relating to the value of the
underlying security or index. International warrants are similar to options in
that they are exercisable by the holder for an underlying security or the value
of that security, but are generally exercisable over a longer term than typical
options. These types of instruments may be American style exercise, which means
that they can be exercised at any time on or before the expiration date of the
international warrant, or European style exercise, which means that they may be
exercised only on the expiration date. International warrants have an exercise
price, which is fixed when the warrants are issued.

            A Portfolio normally will invest in covered warrants, which entitle
the holder to purchase from the issuer common stock of an international company
or receive a cash payment (generally in U.S. Dollars). The cash payment is
calculated according to a predetermined formula. A Portfolio may invest in low
exercise price warrants, which are warrants with an exercise price that is very
low relative to the market price of the underlying instrument at the time of
issue (e.g., one cent or less). The buyer of a low exercise price warrant
effectively pays the full value of the underlying common stock at the outset. In
the case of any exercise of warrants, there may be a time delay between the time
a holder of warrants gives instructions to exercise and the time the price of
the common stock relating to exercise or the settlement date is determined,
during which time the price of the underlying security could change
significantly. In addition, the exercise or settlement date of the warrants may
be affected by certain market disruption events, such as difficulties relating
to the exchange of a local currency into U.S. Dollars, the imposition of capital
controls by a local jurisdiction or changes in the laws relating to foreign
investments. These events could lead to a change in the exercise date or
settlement currency of the warrants, or postponement of the settlement date. In
some cases, if the market disruption events continue for a certain period of
time, the warrants may become worthless resulting in a total loss of the
purchase price of the warrants.

            A Portfolio will acquire covered warrants issued by entities deemed
to be creditworthy by the Adviser, which will monitor the creditworthiness of
the issuers on an ongoing basis. Investments in these instruments involve the
risk that the issuer of the instrument may default on its obligation to deliver
the underlying security or cash in lieu thereof. These instruments may also be
subject to liquidity risk because there may be a limited secondary market for
trading the warrants. They are also subject, like other investments in
securities of foreign issuers, to foreign risk and currency risk.

            International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction
with an issue of bonds or shares, although they also may be issued as part of a
rights issue or scrip issue. When issued with bonds or shares, they usually
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be
traded in different currency (euro-warrants). Equity warrants are traded on a
number of foreign exchanges and in over-the-counter markets. Index warrants and
interest rate warrants are rights created by an issuer, typically a financial
institution, entitling the holder to purchase, in the case of a call, or sell,
in the case of a put, respectively, an equity index or a specific bond issue or
interest rate index at a certain level over a fixed period of time. Index
warrants transactions settle in cash, while interest rate warrants can typically
be exercised in the underlying instrument or settle in cash.

            A Portfolio also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.
Like covered warrants, long term-options are call options created by an issuer,
typically a financial institution, entitling the holder to purchase from the
issuer outstanding securities of another issuer. Long-term options have an
initial period of one year or more, but generally have terms between three and
five years. Unlike U.S. options, long-term European options do not settle
through a clearing corporation that guarantees the performance of the
counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

            -- Currency Transactions. A Portfolio may invest in non-U.S.
Dollar-denominated securities on a currency hedged or un-hedged basis. The
Adviser may actively manage a Portfolio's currency exposures and 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 options. The Adviser 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 a 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. A 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 securities).

Securities Ratings and Certain Risk Considerations
--------------------------------------------------

            The ratings of fixed-income securities by Moody's, S&P, Fitch,
Dominion Bond Rating Service Ltd. and A.M. Best Company are a generally accepted
barometer of credit risk. They are, however, subject to certain limitations from
an investor's standpoint. The rating of a security is heavily weighted by past
developments and does not necessarily reflect probable future conditions. There
is frequently a lag between the time a rating is assigned and the time it is
updated. In addition, there may be varying degrees of difference in the credit
risk of securities within each rating category. See Appendix A to the
Portfolios' Prospectuses for a description of Moody's, S&P's, Fitch's and
Dominion Bond Rating Service's bond and commercial paper ratings.

            Non-rated securities will also be considered for investment by a
Portfolio when the Adviser believes that the financial condition of the issuers
of such securities, or the protection afforded by the terms of the securities
themselves, limits the risk to a Portfolio to a degree comparable to that of
rated securities which are consistent with a Portfolio's objectives and
policies.

            The Adviser generally uses ratings issued by S&P, Moody's, Fitch and
Dominion Bond Rating Service Ltd. Some securities are rated by more than one of
these ratings agencies, and the ratings assigned to the security by the rating
agencies may differ. In such an event and for purposes of determining compliance
with restrictions on investments for the Portfolios, if a security is rated by
two or more rating agencies, the Adviser will deem the security to be rated at
the highest rating. For example, if a security is rated by Moody's and S&P only,
with Moody's rating the security as Ba and S&P as BBB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Baa by Moody's and BBB by
S&P). Or, if a security is rated by Moody's, S&P and Fitch, with Moody's rating
the security as Ba1, S&P as BBB and Fitch as BB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Ba1 by Moody's, BBB by S&P
and BBB by Fitch).

            Certain Portfolios may invest in debt securities rated below
investment grade, i.e., Ba3 and lower by Moody's or BB- and lower by S&P, and
Fitch (lower-rated securities), or, if not rated, determined by the Adviser to
be of equivalent quality, are subject to greater risk of loss of principal and
interest than higher-rated securities. They are also generally considered to be
subject to greater market risk than higher-rated securities and the capacity of
issuers of lower-rated securities to pay interest and repay principal is more
likely to weaken than is that of issuers of higher-rated securities in times of
sustained period of deteriorating economic conditions or rising interest rates.
In addition, lower-rated securities may be more susceptible to real or perceived
adverse economic conditions than investment grade securities, although the
market values of securities rated below investment grade and comparable unrated
securities tend to react less to fluctuations in interest rate levels than do
those of higher-rated securities.

            The market for lower-rated securities may be thinner and less active
than that for higher-rated securities, which can adversely affect the prices at
which these securities can be sold. To the extent that there is no established
secondary market for lower-rated securities, the Adviser may experience
difficulty in valuing such securities and, in turn, a Portfolio's assets. In
addition, adverse publicity and investor perceptions about lower-rated
securities, whether or not based on fundamental analysis, may tend to decrease
the market value and liquidity of such lower-rated securities. Transaction costs
with respect to lower-rated debt securities may be higher, and, in some cases,
information may be less available than is the case with investment grade
securities.

            Many fixed-income securities, including lower-rated securities in
which a Portfolio may invest contain call or buy-back features that permit the
issuers of the security to call or repurchase it. Such securities may present
risks based on payment expectations. If an issuer exercises such a "call option"
and redeems the security, a Portfolio may have to replace the called security
with a lower yielding security, resulting in a decreased rate of return to that
Portfolio.

            In seeking to achieve a Portfolio's investment objectives, there
will be times, such as during periods of rising interest rates, when
depreciation and realization of capital losses on securities in a Portfolio's
portfolio will be unavoidable. Moreover, medium-and lower-rated securities and
non-rated securities of comparable quality may be subject to wider fluctuations
in yield and market values than higher-rated securities under certain market
conditions. Such fluctuations after a security is acquired do not affect the
cash income received from that security but are reflected in the NAV of a
Portfolio.

            The Adviser will try to reduce the risk inherent in investment in
the Fund's investments in fixed-income securities through credit analysis,
diversification and attention to current developments and trends in interest
rates and economic and political conditions. However, there can be no assurance
that losses will not occur. In considering investments for a Portfolio that
invests in high-yielding securities, the Adviser will attempt to identify those
high-yielding securities whose financial condition is adequate to meet future
obligations, has improved or is expected to improve in the future. The Adviser's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage earnings prospects and the experience and
managerial strength of the issuer.

            In the event that the credit rating of a security held by a
Portfolio is downgraded, the credit quality deteriorates after purchase, or the
security defaults, the Portfolio will not be obligated to dispose of that
security and may continue to hold the security if, in the opinion of the
Adviser, such investment is appropriate under the circumstances.

            Unless otherwise indicated, references to securities ratings by one
rating agency in this SAI shall include the equivalent rating by another rating
agency.

Securities of Non-U.S. (foreign) Issuers
----------------------------------------

            The securities markets of many non-U.S. countries are relatively
small, with the majority of market capitalization and trading volume
concentrated in a limited number of companies representing a small number of
industries. Consequently, a Portfolio whose investments include securities of
non-U.S. issuers may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in equity securities of U.S. issuers.
These markets may be subject to greater influence by adverse events generally
affecting the market, and by large investors trading significant blocks of
securities, than is usual in the United States. Securities settlements may in
some instances be subject to delays and related administrative uncertainties.

            Certain non-U.S. countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to only a
specified percentage of an issuer's outstanding securities or a specific class
of securities that may have less advantageous terms (including price) than
securities of the company available for purchase by nationals and/or impose
additional taxes on foreign investors. These restrictions or controls may at
times limit or preclude investment in certain securities and may increase the
costs and expenses of a Portfolio. In addition, the repatriation of investment
income, capital, or the proceeds of sales of securities from certain countries
is controlled under regulations, including in some cases the need for certain
advance government notification or authority. If a deterioration occurs in a
country's balance of payments, the country could impose temporary or indefinite
restrictions on foreign capital remittances.

            A Portfolio also could be adversely affected by delays in, or a
refusal to grant, any required governmental approval for repatriation, as well
as by the application of other restrictions on investment. Investing in local
markets may require a Portfolio to adopt special procedures that may involve
additional costs to a Portfolio. These factors may affect the liquidity of a
Portfolio's investments in any country and the Adviser will monitor the effect
of any such factor or factors on a Portfolio's investments. Furthermore,
transaction costs including brokerage commissions for transactions both on and
off the securities exchanges in many non-U.S. countries are generally higher
than in the United States.

            Issuers of securities in non-U.S. jurisdictions are generally not
subject to the same degree of regulation as are U.S. issuers with respect to
such matters as insider trading rules, restrictions on market manipulation,
shareholder proxy requirements, and timely disclosure of information. The
reporting, accounting and auditing standards of non-U.S. countries may differ,
in some cases significantly, from U.S. standards in important respects and less
information may be available to investors in securities of non-U.S. issuers than
to investors in U.S. securities. Substantially less information is publicly
available about certain non-U.S. issuers than is available about U.S. issuers.

            The economies of individual non-U.S. countries may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
domestic product or gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, and balance of payments position.
Nationalization, expropriation or confiscatory taxation, currency blockage,
political changes, government regulation, political or social instability,
revolutions, wars or diplomatic developments could affect adversely the economy
of a non-U.S. country and a Portfolio's investments. In such events, a Portfolio
could lose its entire investment in the country involved. In addition, laws in
non-U.S. countries governing business organizations, bankruptcy and insolvency
may provide less protection to security holders such as the Portfolio than that
provided by U.S. laws.

Forward Commitments and When-Issued and Delayed Delivery Securities
-------------------------------------------------------------------

            Forward commitments for the purchase or sale of securities may
include purchases on a "when-issued" basis or purchases or sales on a "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed
at the time the commitment is made, a Portfolio does not pay for the securities
until they are received, and the Portfolio is required to create a segregated
account with its custodian and to maintain in that account liquid assets in an
amount equal to or greater than, on a daily basis, the amount of the Portfolio's
forward commitments and "when-issued" or "delayed delivery" commitments.

            The use of forward commitments enables a Portfolio to protect
against anticipated changes in exchange rates, interest rates and/or prices. For
instance, a Portfolio may enter into a forward contract when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. Dollar price of the security
("transaction hedge"). In addition, when a Portfolio believes that a foreign
currency may suffer a substantial decline against the U.S. Dollar, it may enter
into a forward sale contract to sell an amount of that foreign currency
approximating the value of some or all of that Portfolio's securities
denominated in such foreign currency, or when a Portfolio believes that the U.S.
Dollar may suffer a substantial decline against a foreign currency, it may enter
into a forward purchase contract to buy that foreign currency for a fixed dollar
amount ("position hedge"). If the Adviser were to forecast incorrectly the
direction of exchange rate movements, a Portfolio might be required to complete
such when-issued or forward transactions at prices inferior to the then current
market values. When-issued securities and forward commitments may be sold prior
to the settlement date, but a Portfolio enters into when-issued and forward
commitments only with the intention of actually receiving securities or
delivering them, as the case may be. If a Portfolio chooses to dispose of the
right to acquire a when-issued security prior to its acquisition or dispose of
its right to deliver or receive against a forward commitment, it may incur a
gain or loss. Any significant commitment of a Portfolio's assets to the purchase
of securities on a "when, as and if issued" basis may increase the volatility of
the Portfolio's NAV.

            At the time a Portfolio intends to enter into a forward commitment,
it will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its NAV.
Any unrealized appreciation or depreciation reflected in such valuation of a
"when, as and if issued" security would be canceled in the event that the
required conditions did not occur and the trade was canceled.

            A Portfolio will enter into forward commitments and make commitments
to purchase securities on a "when-issued" or "delayed delivery" basis only with
the intention of actually acquiring the securities. However, a Portfolio may
sell these securities before the settlement date if, in the opinion of the
Adviser, it is deemed advisable as a matter of investment strategy.

            Although a Portfolio does not intend to enter into forward
commitments for speculative purposes and the Portfolio intends to adhere to the
provisions of Commission policies, purchases of securities on such bases may
involve more risk than other types of purchases. For example, by committing to
purchase securities in the future, a Portfolio subjects itself to a risk of loss
on such commitments as well as on its portfolio securities. Also, a Portfolio
may have to sell assets which have been set aside in order to meet redemptions.
In addition, if a Portfolio determines it is advisable as a matter of investment
strategy to sell the forward commitment or "when-issued" or "delayed delivery"
securities before delivery, that Portfolio may incur a gain or loss because of
market fluctuations since the time the commitment to purchase such securities
was made. Any such gain or loss would be treated as a capital gain or loss for
tax purposes. When the time comes to pay for the securities to be purchased
under a forward commitment or on a "when-issued" or "delayed delivery" basis, a
Portfolio will meet its obligations from the then available cash flow or the
sale of securities, or, although it would not normally expect to do so, from the
sale of the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than the Portfolio's payment
obligation). In addition, no interest or dividends accrue to the purchaser prior
to the settlement date for securities purchased or sold under a forward
commitment.

Illiquid Securities
-------------------

            A Portfolio, other than the Money Market Portfolio, will limit its
investments in illiquid securities to no more than 15% of net assets or such
other amount permitted by guidance regarding the 1940 Act. The Money Market
Portfolio will invest its investments in illiquid securities to no more than 10%
of its net assets. For this purpose, illiquid securities include, among others,
(a) direct placements or other securities which are subject to legal or
contractual restrictions on resale or for which there is no readily available
market (e.g., trading in the security is suspended or, in the case of unlisted
securities, market makers do not exist or will not entertain bids or offers),
(b) options purchased by a Portfolio over-the-counter and the cover for options
written by the Portfolio over-the-counter, and (c) repurchase agreements not
terminable within seven days. Securities that have legal or contractual
restrictions on resale but have a readily available market are not deemed
illiquid for purposes of this limitation.

            Mutual funds do not typically hold a significant amount of
restricted securities (securities that are subject to restrictions on resale to
the general public) or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund may also have to take certain steps
or wait a certain amount of time in order to remove the transfer restrictions
for such restricted securities in order to dispose of them, resulting in
additional expense and delay.

            Rule 144A under the Securities Act allows a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. An insufficient number of qualified
institutional buyers interested in purchasing certain restricted securities held
by a Portfolio, however, could affect adversely the marketability of such
portfolio securities and the Portfolio might be unable to dispose of such
securities promptly or at reasonable prices.

            The Adviser, acting under the supervision of the Board, will monitor
the liquidity of restricted securities in the Portfolio that are eligible for
resale pursuant to Rule 144A. In reaching liquidity decisions, the Adviser will
consider, among others, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers issuing quotations to
purchase or sell the security; (3) the number of other potential purchasers of
the security; (4) the number of dealers undertaking to make a market in the
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the
transfer); and (6) any applicable Commission interpretation or position with
respect to such type of securities.

Investments in Other Investment Companies
-----------------------------------------

            The Portfolios may invest in other investment companies as permitted
by the 1940 Act or the rules and regulations thereunder. If a Portfolio acquires
shares in investment companies, shareholders would bear, indirectly, the
expenses of such investment companies (which may include management and advisory
fees), which are in addition to the Portfolio's expenses. The Portfolios may
also invest in exchange-traded funds, subject to the restrictions and
limitations of the 1940 Act.

Lending of Portfolio Securities
-------------------------------

            Each Portfolio may seek to increase income by lending portfolio
securities. A principal risk in lending portfolio securities, as with other
extensions of credit, consists of the possible loss of rights in the collateral
should the borrower fail financially. In addition, the Portfolios may be exposed
to the risk that the sale of any collateral realized upon the borrower's default
will not yield proceeds sufficient to replace the loaned securities. In
determining whether to lend securities to a particular borrower, the Adviser
will consider all relevant facts and circumstances, including the
creditworthiness of the borrower. The loans would be made only to firms deemed
by the Adviser to be of good standing, and when, in the judgment of the Adviser,
the consideration that can be earned currently from securities loans of this
type justifies the attendant risk. The Portfolios may lend portfolio securities
to the extent permitted under the 1940 Act or the rules and regulations
thereunder (as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act.

            Under present regulatory policies, including those of the Board of
Governors of the Federal Reserve System and the Commission, such loans may be
made only to member firms of the New York Stock Exchange (the "Exchange") and
will be required to be secured continuously by collateral in cash, cash
equivalents, or U.S. Treasury Bills maintained on a current basis at an amount
at least equal to the market value of the securities loaned. The Portfolios will
have the right to call a loan and obtain the securities loaned at any time on
five days' notice. While securities are on loan, the borrower will pay the
Portfolio any income from the securities. The Portfolio may invest any cash
collateral in portfolio securities and earn additional income or receive an
agreed-upon amount of income from a borrower who has delivered equivalent
collateral. Any such investment of cash collateral will be subject to the
Portfolio's investment risks.

            The Portfolios will not, however, have the right to vote any
securities having voting rights during the existence of the loan. The Portfolios
will have the right to regain record ownership of loaned securities or
equivalent securities in order to exercise ownership rights such as voting
rights, subscription rights and rights to dividends, interest, or distributions.

            The Portfolios may pay reasonable finders', administrative, and
custodial fees in connection with a loan.

Mortgage-Related Securities
---------------------------

            The mortgage-related securities in which a Portfolio may invest
typically are securities representing interests in pools of mortgage loans made
by lenders such as savings and loan associations, mortgage bankers and
commercial banks and are assembled for sale to investors (such as a Portfolio)
by governmental, government-related or private organizations. Private
organizations include commercial banks, savings associations, mortgage
companies, investment banking firms, finance companies, special purpose finance
entities (called special purpose vehicles or SPVs) and other entities that
acquire and package loans for resales as mortgage-related securities.
Specifically, these securities may include pass-through mortgage-related
securities, CMOs, CMO residuals, adjustable-rate mortgage securities ("ARMS"),
stripped mortgage-backed securities ("SMBSs"), commercial mortgage-backed
securities, "to be announced" ("TBA") mortgage-backed securities, mortgage
dollar rolls, collateralized obligations, Canadian Government Guaranteed
Mortgage Related Securities and other securities that directly or indirectly
represent a participation in or are secured by and payable from mortgage loans
on real property and other assets.

            Pass-Through Mortgage-Related Securities. Interests in pools of
mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates. Instead, these
securities provide a monthly payment consisting of both interest and principal
payments. In effect, these payments are a "pass-through" of the monthly payments
made by the individual borrowers on their residential mortgage loans, net of any
fees paid to the issuer or guarantor of such securities. Additional payments are
caused by repayments of principal resulting from the sale of the underlying
residential property, refinancing or foreclosure, net of fees or costs that may
be incurred. Some mortgage-related securities, such as securities issued by the
GNMA, are described as "modified pass-through." These securities entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, regardless of whether or not the mortgagor actually makes
the payment.

            The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's term may be shortened
by unscheduled or early payments of principal and interest on the underlying
mortgages. The occurrence of mortgage prepayments is affected by factors
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions. As
prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of
fixed-rate 30-year mortgages, common industry practice is to assume that
prepayments will result in a 12-year average life. Pools of mortgages with other
maturities or different characteristics will have varying average life
assumptions. The assumed average life of pools of mortgages having terms of less
than 30 years, is less than 12 years, but typically not less than 5 years.

            Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life
of a pool of mortgage-related securities. Conversely, in periods of rising
interest rates the rate of prepayment tends to decrease, thereby lengthening the
actual average life of the pool. Historically, actual average life has been
consistent with the 12-year assumption referred to above. Actual prepayment
experience may cause the yield to differ from the assumed average life yield.
Reinvestment of prepayments may occur at higher or lower interest rates than the
original investment, thus affecting the yield of a Portfolio. The compounding
effect from reinvestment of monthly payments received by a Portfolio will
increase the yield to shareholders compared with bonds that pay interest
semi-annually.

            The principal governmental (i.e., backed by the full faith and
credit of the U.S. Government) guarantor of mortgage-related securities is GNMA.
GNMA is a wholly-owned United States Government corporation within the
Department of Housing and Urban Development. GNMA is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of
principal and interest on securities issued by institutions approved by GNMA
(such as savings and loan institutions, commercial banks and mortgage bankers)
and backed by pools of FHA-insured or VA-guaranteed mortgages.

            Government-related (i.e., not backed by the full faith and credit of
the United States Government) guarantors include the FNMA and the FHLMC. FNMA is
a government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation and oversight by the Office of Federal Housing
Enterprise Oversight ("OFHEO"). FNMA purchases residential mortgages from a list
of approved seller/servicers which include state and federally-chartered savings
and loan associations, mutual savings banks, commercial banks and credit unions
and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as
to timely payment of principal and interest by FNMA but are not backed by the
full faith and credit of the U.S. Government. FHLMC is a corporate
instrumentality of the U.S. Government whose stock is owned by private
stockholders. Participation certificates issued by FHLMC, which represent
interests in mortgages from FHLMC's national portfolio, are guaranteed by FHLMC
as to the timely payment of interest and ultimate collection of principal but
are not backed by the full faith and credit of the U.S. Government.

            Commercial banks, savings and loan associations, private mortgage
insurance companies, mortgage bankers and other secondary market issuers create
pass-through pools of conventional residential mortgage loans. Securities
representing interests in pools created by non-governmental private issuers
generally offer a higher rate of interest than securities representing interests
in pools created by governmental issuers because there are no direct or indirect
governmental guarantees of the underlying mortgage payments. However, private
issuers sometimes obtain committed loan facilities, lines of credit, letters of
credit, surety bonds or other forms of liquidity and credit enhancement to
support the timely payment of interest and principal with respect to their
securities if the borrowers on the underlying mortgages fail to make their
mortgage payments. The ratings of such non-governmental securities are generally
dependent upon the ratings of the providers of such liquidity and credit support
and would be adversely affected if the rating of such an enhancer were
downgraded.

            The structuring of the pass-through pool may also provide credit
enhancement. Examples of such credit support arising out of the structure of the
transaction include the issue of senior and subordinated securities (e.g., the
issuance of securities by a SPV in multiple classes or "tranches", with one or
more classes being senior to other subordinated classes as to payment of
principal and interest, with the result that defaults on the underlying mortgage
loans are borne first by the holders of the subordinated class); creation of
"reserve funds" (in which case cash or investments sometimes funded from a
portion of the payments on the underlying mortgage loans, are held in reserve
against future losses); and "overcollateralization" (in which case the scheduled
payments on, or the principal amount of, the underlying mortgage loans exceeds
that required to make payment of the securities and pay any servicing or other
fees). There can be no guarantee the credit enhancements, if any will be
sufficient to prevent losses in the event of defaults on the underlying mortgage
loans.

            In addition, mortgage-related securities that are issued by private
issuers are not subject to the underwriting requirements for the underlying
mortgages that are applicable to those mortgage-related securities that have a
government or government-sponsored entity guarantee. As a result, the mortgage
loans underlying private mortgage-related securities may, and frequently do,
have less favorable collateral, credit risk or other underwriting
characteristics than government or government-sponsored mortgage-related
securities and have wider variances in a number of terms, including interest
rate, term, size, purposes and borrower characteristics. Privately issued pools
more frequently include second mortgages, high loan-to-value mortgages and
manufactured housing loans. The coupon rates and maturities of the underlying
mortgage loans in a private-label mortgage-related pool may vary to a greater
extent than those included in a government guaranteed pool, and the pool may
include subprime mortgage loans. Subprime loans refer to loans made to borrowers
with weakened credit histories or with a lower capacity to make timely payments
on their loans. For these reasons, the loans underlying these securities have
had in many cases higher default rates than those loans that meet government
underwriting requirements.

            Collateralized Mortgage Obligations. Another form of
mortgage-related security is a "pay-through" security, which is a debt
obligation of the issuer secured by a pool of mortgage loans pledged as
collateral that is legally required to be paid by the issuer, regardless of
whether payments are actually made on the underlying mortgages. CMOs are the
predominant type of "pay-through" mortgage-related security. In a CMO, a series
of bonds or certificates is issued in multiple classes. Each class of a CMO,
often referred to as a "tranche," is issued at a specific coupon rate and has a
stated maturity or final distribution date. Principal prepayments on collateral
underlying a CMO may cause one or more tranches of the CMO to be retired
substantially earlier than the stated maturities or final distribution dates of
the collateral. Although payment of the principal of, and interest on, the
underlying collateral securing privately issued CMOs may be guaranteed by GNMA,
FNMA or FHLMC, these CMOs represent obligations solely of the private issuer and
are not insured or guaranteed by GNMA, FNMA, FHLMC, any other governmental
agency or any other person or entity.

            Adjustable-Rate Mortgage Securities. Another type of
mortgage-related security, known as adjustable-rate mortgage securities
("ARMS"), bears interest at a rate determined by reference to a predetermined
interest rate or index. ARMS may be secured by fixed-rate mortgages or
adjustable-rate mortgages. ARMS secured by fixed-rate mortgages generally have
lifetime caps on the coupon rates of the securities. To the extent that general
interest rates increase faster than the interest rates on the ARMS, these ARMS
will decline in value. The adjustable-rate mortgages that secure ARMS will
frequently have caps that limit the maximum amount by which the interest rate or
the monthly principal and interest payments on the mortgages may increase. These
payment caps can result in negative amortization (i.e., an increase in the
balance of the mortgage loan). Furthermore, since many adjustable-rate mortgages
only reset on an annual basis, the values of ARMS tend to fluctuate to the
extent that changes in prevailing interest rates are not immediately reflected
in the interest rates payable on the underlying adjustable-rate mortgages.

            Stripped Mortgage-Related Securities. Stripped mortgage-related
securities (SMRS) are mortgage-related securities that are usually structured
with separate classes of securities collateralized by a pool of mortgages or a
pool of mortgage backed bonds or pass-through securities, with each class
receiving different proportions of the principal and interest payments from the
underlying assets. A common type of SMRS has one class of interest-only
securities (IOs) receiving all of the interest payments from the underlying
assets and one class of principal-only securities (POs) receiving all of the
principal payments from the underlying assets. IOs and POs are extremely
sensitive to interest rate changes and are more volatile than mortgage-related
securities that are not stripped. IOs tend to decrease in value as interest
rates decrease and are extremely sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and a rapid
rate of principal prepayments may have a material adverse effect on the yield to
maturity of the IO class. POs generally increase in value as interest rates
decrease. If prepayments of the underlying mortgages are greater than
anticipated, the amount of interest earned on the overall pool will decrease due
to the decreasing principal balance of the assets. Due to their structure and
underlying cash flows, SMRS may be more volatile than mortgage-related
securities that are not stripped. Changes in the values of IOs and POs can be
substantial and occur quickly, such as occurred in the first half of 1994 when
the value of many POs dropped precipitously due to increases in interest rates.

            A Portfolio will only invest in SMRS that are issued by the U.S.
Government, its agencies or instrumentalities and supported by the full faith
and credit of the United States. Although SMRS are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, the complexity of these instruments and the smaller number
of investors in the sector can lend to illiquid markets in the sector.

            Commercial Mortgage-Backed Securities. Commercial mortgage-backed
securities are securities that represent an interest in, or are secured by,
mortgage loans secured by multifamily or commercial properties, such as
industrial and warehouse properties, office buildings, retail space and shopping
malls, and cooperative apartments, hotels and motels, nursing homes, hospitals
and senior living centers. Commercial mortgage-backed securities have been
issued in public and private transactions by a variety of public and private
issuers using a variety of structures, some of which were developed in the
residential mortgage context, including multi-class structures featuring senior
and subordinated classes. Commercial mortgage-backed securities may pay fixed or
floating-rates of interest. The commercial mortgage loans that underlie
commercial mortgage-related securities have certain distinct risk
characteristics. Commercial mortgage loans generally lack standardized terms,
which may complicate their structure, tend to have shorter maturities than
residential mortgage loans and may not be fully amortizing. Commercial
properties themselves tend to be unique and are more difficult to value than
single-family residential properties. In addition, commercial properties,
particularly industrial and warehouse properties, are subject to environmental
risks and the burdens and costs of compliance with environmental laws and
regulations.

            "To Be Announced" Mortgaged-Backed Securities. TBA mortgage-backed
securities are described in "Forward Commitments and When-Issued and Delayed
Delivery Securities" above.

            Certain Risks. The value of mortgage-related securities is affected
by a number of factors. Unlike traditional debt securities, which have fixed
maturity dates, mortgage-related securities may be paid earlier than expected as
a result of prepayments of underlying mortgages. Such prepayments generally
occur during periods of falling mortgage interest rates. If property owners make
unscheduled prepayments of their mortgage loans, these prepayments will result
in the early payment of the applicable mortgage-related securities. In that
event, a Portfolio may be unable to invest the proceeds from the early payment
of the mortgage-related securities in investments that provide as high a yield
as the mortgage-related securities. 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. The level of general interest rates, general economic
conditions and other social and demographic factors affect the occurrence of
mortgage prepayments. During periods of falling interest rates, the rate of
mortgage prepayments tends to increase, thereby tending to decrease the life of
mortgage-related securities. Conversely, 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.

            As with other fixed-income securities, there is also the risk of
nonpayment of mortgage-related securities, particularly for those securities
that are backed by mortgage pools that contain subprime loans. Market factors
adversely affecting mortgage loan repayments include a general economic
downturn, high unemployment, a general slowdown in the real estate market, a
drop in the market prices of real estate, or higher mortgage payments required
to be made by holders of adjustable rate mortgages due to scheduled increases or
increases due to higher interest rates.

            Subordinated mortgage-related securities may have additional risks.
The subordinated mortgage-related security may serve as credit support for the
senior securities purchased by other investors. In addition, the payments of
principal and interest on these subordinated securities generally will be made
only after payments are made to the holders of securities senior to the
subordinated securities. Therefore, if there are defaults on the underlying
mortgage loans, the holders of subordinated mortgage-related securities will be
less likely to receive payments of principal and interest and will be more
likely to suffer a loss.

            Commercial mortgage-related securities, like all fixed-income
securities, generally decline in value as interest rates rise. Moreover,
although generally the value of fixed-income securities increases during periods
of falling interest rates, this inverse relationship is not as marked in the
case of single-family residential mortgage-related securities, due to the
increased likelihood of prepayments during periods of falling interest rates,
and may not be as marked in the case of commercial mortgage-related securities.
The process used to rate commercial mortgage-related securities may focus on,
among other factors, the structure of the security, the quality and adequacy of
collateral and insurance, and the creditworthiness of the originators, servicing
companies and providers of credit support.

            Although the market for mortgage-related securities is becoming
increasingly liquid, those issued by certain private organizations may not be
readily marketable because there may be a limited market for these securities,
especially when there is a perceived weakness in the mortgage and real estate
market sectors. In particular, the secondary markets for CMOs, IOs and POs may
be more volatile and less liquid than those for other mortgage-related
securities, thereby potentially limiting a Portfolio's ability to buy or sell
those securities at any particular time. Without an active trading market,
mortgage-related securities held in the Portfolio's portfolio may be
particularly difficult to value because of the complexities involved in the
value of the underlying mortgages. In addition, the rating agencies have not had
experience in rating commercial mortgage-related securities through different
economic cycles and in monitoring such ratings on a longer-term basis.

            As with fixed-income securities generally, the value of
mortgage-related securities can also be adversely affected by increases in
general interest rates relative to the yield provided by such securities. Such
an adverse effect is especially possible with fixed-rate mortgage securities. If
the yield available on other investments rises above the yield of the fixed-rate
mortgage securities as a result of general increases in interest rate levels,
the value of the mortgage-related securities will decline.

            Other Asset-Backed Securities. A Portfolio may invest in other
asset-backed securities. The securitization techniques used to develop
mortgage-related securities are being applied to a broad range of financial
assets. Through the use of trusts and special purpose corporations, various
types of assets, including automobile loans and leases, credit card receivables,
home equity loans, equipment leases and trade receivables, are being securitized
in structures similar to the structures used in mortgage securitizations. For
example, a Portfolio may invest in collateralized debt obligations ("CDOs"),
which include collateralized bond obligations ("CBOs"), collateralized loan
obligations ("CLOs"), and other similarly structured securities. CBOs and CLOs
are types of asset-backed securities. A CBO is a trust, which is backed by a
diversified pool of high-risk, below investment grade fixed-income securities. A
CLO is a trust typically collateralized by a pool of loans, which may include,
among others, domestic and foreign senior secured loans, senior unsecured loans,
and subordinate corporate loans, including loans that may be rated below
investment grade or equivalent unrated loans. These asset-backed securities are
subject to risks associated with changes in interest rates and prepayment of
underlying obligations and defaults similar to the risks of investment in
mortgage-related securities discussed above.

            Each type of asset-backed security also entails unique risks
depending on the type of assets involved and the legal structure used. For
example, credit card receivables are generally unsecured obligations of the
credit card holder and the debtors are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. There have also been proposals to cap the interest rate that a
credit card issuer may charge. In some transactions, the value of the
asset-backed security is dependent on the performance of a third party acting as
credit enhancer or servicer. Furthermore, in some transactions (such as those
involving the securitization of vehicle loans or leases) it may be
administratively burdensome to perfect the interest of the security issuer in
the underlying collateral and the underlying collateral may become damaged or
stolen.

Preferred Stock
---------------

            A Portfolio may invest in preferred stock. Preferred stock is an
equity security that has features of debt because it generally entitles the
holder to periodic payments at a fixed rate of return. Preferred stock is
subordinated to any debt the issuer has outstanding but has liquidation
preference over common stock. Accordingly, preferred stock dividends are not
paid until all debt obligations are first met. Preferred stock may be subject to
more fluctuations in market value, due to changes in market participants'
perceptions of the issuer's ability to continue to pay dividends, than debt of
the same issuer.

Repurchase Agreements and Buy/Sell Back Transactions
----------------------------------------------------

            A repurchase agreement is an agreement by which a Portfolio
purchases a security and obtains a simultaneous commitment from the seller to
repurchase the security at an agreed upon price and date, normally one day or a
few days later. The purchase and repurchase obligations are transacted under one
agreement. The resale price is greater than the purchase price, reflecting an
agreed-upon "interest rate", which is effective for the period of time the
buyer's money is invested in the security, and which is related to the current
market rate of the purchased security rather than its coupon rate. During the
term of the repurchase agreement, a Portfolio monitors on a daily basis the
market value of the securities subject to the agreement and, if the market value
of the securities falls below the resale amount provided under the repurchase
agreement, the seller under the repurchase agreement is required to provide
additional securities equal to the amount by which the market value of the
securities falls below the resale amount. Because a repurchase agreement permits
a Portfolio to invest temporarily available cash on a fully-collateralized
basis, repurchase agreements permit the Portfolio to earn a return on
temporarily available cash while retaining "overnight" flexibility in pursuit of
investments of a longer-term nature. Repurchase agreements may exhibit the
characteristics of loans by a Portfolio.

            The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, a Portfolio would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. A Portfolio may
incur various expenses in the connection with the exercise of its rights and may
be subject to various delays and risks of loss, including (a) possible declines
in the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Portfolio's rights.
A Portfolio's Board of Directors has established procedures, which are
periodically reviewed by the Board, pursuant to which the Adviser monitors the
creditworthiness of the dealers with which the Portfolio enters into repurchase
agreement transactions.

            A Portfolio may enter into repurchase agreements with member banks
of the Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in such securities. There is no percentage restriction
on a Portfolio's ability to enter into repurchase agreements. Currently, a
Portfolio intends to enter into repurchase agreements only with its custodian
and such primary dealers.

            A Portfolio may enter into buy/sell back transactions, which are
similar to repurchase agreements. In this type of transaction, a Portfolio
enters a trade to buy securities at one price and simultaneously enters a trade
to sell the same securities at another price on a specified date. Similar to a
repurchase agreement, the repurchase price is higher than the sale price and
reflects current interest rates. Unlike a repurchase agreement, however, the
buy/sell back transaction, though done simultaneously, is two separate legal
agreements. A buy/sell back transaction also differs from a repurchase agreement
in that the seller is not required to provide margin payments if the value of
the securities falls below the repurchase price because the transaction is two
separate transactions. Each Fund has the risk of changes in the value of the
purchased security during the term of the buy/sell back agreement although these
agreements typically provide for the repricing of the original transaction at a
new market price if the value of the security changes by a specific amount.

Reverse Repurchase Agreements
-----------------------------

            Reverse repurchase agreements are identical to repurchase agreements
except that rather than buying securities for cash subject to their repurchase
by the seller, a Portfolio sells portfolio assets concurrently with an agreement
by the Portfolio to repurchase the same assets at a later date at a fixed price
slightly higher than the sale price. During the reverse repurchase agreement
period, the Portfolio continues to receive principal and interest payments on
these securities. Generally, the effect of a reverse repurchase agreement is
that the Portfolio can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
it will be able to keep the interest income associated with those portfolio
securities. Such transactions are advantageous only if the "interest cost" to
the Portfolio of the reverse repurchase transaction, i.e., the difference
between the sale and repurchase price for the securities, is less than the cost
of otherwise obtaining the cash.

            Reverse repurchase agreements 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. In the event the buyer of securities
under a reverse repurchase agreement files for bankruptcy or becomes insolvent,
the Portfolio's use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
the Portfolio's obligation to repurchase the securities. In addition, the use of
these investments results in leveraging the Portfolio's common stocks because
the Portfolio uses the proceeds to make investments in other securities. Use of
leverage is considered speculative and has, among other things, the risk that
the Portfolio's NAV may be more volatile.

Rights and Warrants
-------------------

            Certain of the Portfolios will invest in rights and warrants only if
the Adviser deems the underlying equity securities themselves appropriate for
inclusion in the Portfolio. Rights and warrants may be considered more
speculative than certain other types of investments in that they do not entitle
a holder to dividends or voting rights with respect to the underlying securities
nor do they represent any rights in the assets of the issuing company. Also, the
value of a right or warrant does not necessarily change with the value of the
underlying securities and a right or warrant ceases to have value if it is not
exercised prior to the expiration date.

Short Sales
-----------

            A short sale is effected by selling a security that a Portfolio does
not own, or if the Portfolio does own such security, it is not to be delivered
upon consummation of the sale. A short sale is against the box to the extent
that a Portfolio contemporaneously owns or has the right to obtain securities
identical to those sold short without payment. Short sales may be used in some
cases by a Portfolio to defer the realization of gain or loss for federal income
tax purposes on securities then owned by the Portfolio. However, if a Portfolio
has unrealized gain with respect to a security and enters into a short sale with
respect to such security, the Portfolio generally will be deemed to have sold
the appreciated security and thus will recognize gain for tax purposes.

Securities Acquired in Restructurings and Workouts
--------------------------------------------------

            A Portfolio's investments may include fixed-income securities
(particularly lower-rated fixed-income securities) or loan participations that
default or are in risk of default ("Distressed Securities"). A Portfolio's
investments may also include senior obligations of a borrower issued in
connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy
Code (commonly known as "debtor-in-possession" or "DIP" financings). Distressed
Securities may be the subject of restructurings outside of bankruptcy court in a
negotiated workout or in the context of bankruptcy proceedings. In connection
with these investments or an exchange or workout of such securities, a Portfolio
may determine or be required to accept various instruments. These instruments
may include, but are not limited to, equity securities, warrants, rights,
participation interests in sales of assets and contingent-interest obligations.
Depending upon, among other things, the Adviser's evaluation of the potential
value of such securities in relation to the price that could be obtained at any
given time if they were sold, a Portfolio may determine to hold the securities
in its portfolio.

Special Situations
------------------

            A special situation arises when, in the opinion of the Adviser, the
securities of a particular company will, within a reasonably estimable period of
time, be accorded market recognition at an appreciated value solely by reason of
a development particularly or uniquely applicable to that company, and
regardless of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among others,
liquidations, reorganizations, recapitalizations or mergers, material
litigation, technological breakthroughs and new management or management
policies. Although large and well-known companies may be involved, special
situations often involve much greater risk than is inherent in ordinary
investment securities.

Standby Commitment Agreements
-----------------------------

            Certain of the Portfolios may from time to time enter into standby
commitment agreements. Such agreements commit a Portfolio, for a stated period
of time, to purchase a stated amount of a security that may be issued and sold
to the Portfolio at the option of the issuer. The price and coupon of the
security are fixed at the time of the commitment. At the time of entering into
the agreement a Portfolio is paid a commitment fee, regardless of whether or not
the security is ultimately issued, which is typically approximately 0.5% of the
aggregate purchase price of the security that a Portfolio has committed to
purchase. A Portfolio will enter into such agreements only for the purpose of
investing in the security underlying the commitment at a yield and price that
are considered advantageous to the Portfolio and that are unavailable on a firm
commitment basis. A Portfolio will not enter into a standby commitment with a
remaining term in excess of 45 days and will limit its investment in such
commitments so that the aggregate purchase price of the securities subject to
the commitments will not exceed 50% of its assets taken at the time of
acquisition of such commitment. A Portfolio will at all times maintain a
segregated account with its liquid assets in an aggregate amount equal to the
purchase price of the securities underlying the commitment.

            There can be no assurance that the securities subject to a standby
commitment will be issued, and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, a
Portfolio will bear the risk of capital loss in the event the value of the
security declines and may not benefit from an appreciation in the value of the
security during the commitment period if the issuer decides not to issue and
sell the security to the Portfolio.

            The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued, and the value of the security
will thereafter be reflected in the calculation of a Portfolio's NAV. The cost
basis of the security will be adjusted by the amount of the commitment fee. In
the event the security is not issued, the commitment fee will be recorded as
income on the expiration date of the standby commitment.

Structured Securities
---------------------

            Certain of the Portfolios may invest in securities issued in
structured financing transactions, which generally involve aggregating types of
debt assets in a pool or special purpose entity and then issuing new securities.
Types of structured financings include, for example, mortgage-related and other
asset-backed securities. A Portfolio's investments include investments in
structured securities that represent interests in entities organized and
operated solely for the purpose of restructuring the investment characteristics
of debt obligations. This type of restructuring involves the deposit with or
purchase by an entity, such as a corporation or trust, of specified instruments
(such as commercial bank loans) and the issuance by that entity of one or more
classes of securities ("Structured Securities") backed by, or representing
interests in, the underlying instruments. The cash flow on the underlying
instruments may be apportioned among the newly issued Structured Securities to
create securities with different investment characteristics such as varying
maturities, payment priorities and interest rate provisions, and the extent of
the payments made with respect to Structured Securities is dependent on the
extent of the cash flow on the underlying instruments. Because Structured
Securities of the type in which a Portfolio anticipates it will invest typically
involve no credit enhancement, their credit risk generally will be equivalent to
that of the underlying instruments.

            A Portfolio is permitted to invest in a class of Structured
Securities that is either subordinated or unsubordinated to the right of payment
of another class. Subordinated Structured Securities typically have higher
yields and present greater risks than unsubordinated Structured Securities.

            Certain issuers of Structured Securities may be deemed to be
"investment companies" as defined in the 1940 Act. As a result, a Portfolio's
investment in these Structured Securities may be limited by the restrictions
contained in the 1940 Act described under "Investment in Other Investment
Companies."

Trust Preferred Securities
--------------------------

            Trust preferred securities are preferred securities typically issued
by a special purpose trust subsidiary and backed by subordinated debt of that
subsidiary's parent corporation. Unlike typical asset-backed securities, which
have many underlying payors and usually are overcollateralized, trust preferred
securities have only one underlying payor and are not overcollateralized. Trust
preferred securities may have varying maturity dates, at times in excess of 30
years, or may have no specified maturity date with an onerous interest rate
adjustment if not called on the first call date. Dividend payments of the trust
preferred securities generally coincide with interest payments on the underlying
subordinated debt. Issuers of trust preferred securities and their parents
currently enjoy favorable tax treatment. If the tax characterization of trust
preferred securities were to change, they could be redeemed by the issuers,
resulting in a loss to a Portfolio. Trust preferred securities are subject to
special risks. Dividend payments only will be paid if interest payments on the
underlying obligations are made. These interest payments are dependent on the
financial condition of the parent corporation and may be deferred for up to 20
consecutive quarters. There is also the risk that the underlying obligations,
and thus the trust preferred securities, may be prepaid after a stated call date
or as a result of certain tax or regulatory events, resulting in a lower yield
to maturity.

U.S. Government Securities
--------------------------

            U.S. Government securities may be backed by the full faith and
credit of the United States, supported only by the right of the issuer to borrow
from the U.S. Treasury or backed only by the credit of the issuing agency
itself. These securities include: (i) the following U.S. Treasury securities,
which are backed by the full faith and credit of the United States and differ
only in their interest rates, maturities and times of issuance: U.S. Treasury
bills (maturities of one year or less with no interest paid and hence issued at
a discount and repaid at full face value upon maturity), U.S. Treasury notes
(maturities of one to ten years with interest payable every six months) and U.S.
Treasury bonds (generally maturities of greater than ten years with interest
payable every six months); (ii) obligations issued or guaranteed by U.S.
Government agencies and instrumentalities that are supported by the full faith
and credit of the U.S. Government, such as securities issued by GNMA, the
Farmers Home Administration, the Department of Housing and Urban Development,
the Export-Import Bank, the General Services Administration and the Small
Business Administration, and including obligations that are issued by private
issuers that are guaranteed as to principal or interest by the U.S. Government,
its agencies or instrumentalities; and (iii) obligations issued or guaranteed by
U.S. government agencies and instrumentalities that are not supported by the
full faith and credit of the U.S. Government or a right to borrow from the U.S.
Treasury, such as securities issued by the FNMA and FHLMC, and governmental
collateralized mortgage obligations ("CMOs"). The maturities of the U.S.
Government securities listed in paragraphs (i) and (ii) above usually range from
three months to 30 years. Such securities, except GNMA certificates, normally
provide for periodic payments of interest in fixed amount with principal
payments at maturity or specified call dates.

            U.S. Government securities also include zero coupon securities and
principal-only securities and certain stripped mortgage-related securities. Zero
coupon securities are described in more detail in "Zero Coupon Securities"
below, and stripped mortgage-related securities and principal-only securities
are described in more detail in "Mortgage-Related Securities-Stripped
Mortgage-Related Securities" above. In addition, other U.S. Government agencies
and instrumentalities have issued stripped securities that are similar to SMRS.

            Inflation-protected securities, or IPS, such as Treasury
Inflation-Protected Securities, or TIPS, are fixed-income securities whose
principal value is periodically adjusted according to the rate of inflation. If
the index measuring inflation falls, the principal value of these securities
will be adjusted downward, and consequently the interest payable on these
securities (calculated with respect to a smaller principal amount) will be
reduced. Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds.
For bonds that do not provide a similar guarantee, the adjusted principal value
of the bond repaid at maturity may be less than the original principal.

            Inflation-protected securities tend to react to changes in real
interest rates. In general, the price of an inflation-protected security can
fall when real interest rates rise, and can rise when real interest rates fall.
Interest payments on inflation-protected securities can be unpredictable and
will vary as the principal and/or interest is adjusted for inflation.

            TIPS, which are issued by the U.S Treasury, use the Consumer Price
Index for Urban Consumers, or the CPI, as the inflation measure. The principal
of a TIPS increases with inflation and decreases with deflation, as measured by
the CPI. When a TIPS matures, the holder is paid the adjusted principal or
original principal, whichever is greater. TIPS pay interest twice a year, at a
fixed rate, which is determined by auction at the time the TIPS are issued. The
rate is applied to the adjusted principal; so, like the principal, interest
payments rise with inflation and fall with deflation. TIPS are issued in terms
of 5, 10, and 20 years.

            Guarantees of securities by the U.S. Government or its agencies or
instrumentalities guarantee only the payment of principal and interest on the
securities, and do not guarantee the securities' yield or value or the yield or
value of the shares of the Portfolio that holds the securities.

            U.S. Government securities are considered among the safest of
fixed-income investments. As a result, however, their yields are generally lower
than the yields available from other fixed-income securities.

            Zero Coupon Treasury Securities. Zero coupon Treasury securities are
U.S. Treasury bills, notes and bonds which have been stripped of their unmatured
interest coupons and receipts or certificates representing interests in such
stripped debt obligations and coupons. A zero coupon security is a debt
obligation that does not entitle the holder to any periodic payments prior to
maturity but, instead, is issued and traded at a discount from its face amount.
The discount varies depending on the time remaining until maturity, prevailing
interest rates, liquidity of the security and perceived credit quality of the
issuer. The market prices of zero coupon securities are generally more volatile
than those of interest-bearing securities, and are likely to respond to changes
in interest rates to a greater degree than otherwise comparable securities that
do pay periodic interest. Current federal tax law requires that a holder (such
as a Portfolio) of a zero coupon security accrue a portion of the discount at
which the security was purchased as income each year, even though the holder
receives no interest payment on the security during the year. As a result, in
order to make the distributions necessary for a Portfolio not to be subject to
federal income or excise taxes, the Portfolio might be required to pay out as an
income distribution each year an amount, obtained by liquidation of portfolio
securities if necessary, greater than the total amount of cash that the
Portfolio has actually received as interest during the year. The Adviser
believes, however, that it is highly unlikely that it would be necessary to
liquidate any portfolio securities for this purpose.

            Currently the only U.S. Treasury security issued without coupons is
the Treasury bill. Although the U.S. Treasury does not itself issue treasury
notes and bonds without coupons, under the U.S. Treasury STRIPS program interest
and principal on certain long term treasury securities may be maintained
separately in the Federal Reserve book entry system and may be separately traded
and owned. However, in the last few years a number of banks and brokerage firms
have separated ("stripped") the principal portions ("corpus") from the coupon
portions of the U.S. Treasury bonds and notes and sold them separately in the
form of receipts or certificates representing undivided interests in these
instruments (which instruments are generally held by a bank in a custodial or
trust account).

Variable, Floating and Inverse Floating Rate Securities
-------------------------------------------------------

            These securities have interest rates that are reset at periodic
intervals, usually by reference to some interest rate index or market interest
rate. Some of these securities are backed by pools of mortgage loans. Although
the rate adjustment feature may act as a buffer to reduce sharp changes in the
value of these securities, they are still subject to changes in value based on
changes in market interest rates or changes in the issuer's creditworthiness.
Because the interest rate is reset only periodically, changes in the interest
rate on these securities may lag behind changes in prevailing market interest
rates. Also, some of these securities (or the underlying mortgages) are subject
to caps or floors that limit the maximum change in the interest rate during a
specified period or over the life of the security.

Variable Notes
--------------

            Variable amount master demand notes and variable amount floating
rate notes are obligations that permit the investment of fluctuating amounts by
a Portfolio at varying rates of interest pursuant to direct arrangements between
the Portfolio, as lender, and the borrower. Master demand notes permit daily
fluctuations in the interest rate while the interest rate under variable amount
floating rate notes fluctuate on a weekly basis. These notes permit daily
changes in the amounts borrowed. A Portfolio has the right to increase the
amount under these notes at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the notes without penalty. Because these types of notes are direct
lending arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded and there is no secondary
market for these notes. Master demand notes are redeemable (and, thus,
immediately repayable by the borrower) at face value plus accrued interest at
any time. Variable amount floating rate notes are subject to next-day redemption
for 14 days after the initial investment therein. With both types of notes,
therefore, a Portfolio's right to redeem depends on the ability of the borrower
to pay principal and interest on demand. In connection with both types of note
arrangements, the Portfolio considers earning power, cash flow and other
liquidity ratios of the issuer. These notes, as such, are not typically rated by
credit rating agencies. Unless they are so rated, a Portfolio may invest in them
only if, at the time of an investment, the issuer has an outstanding issue of
unsecured debt rated Aa3 or better by Moody's or AA- or better by S&P or Fitch.

General
-------

            The Fund has voluntarily agreed that each Portfolio with the ability
to invest in foreign issuers will adhere to the foreign security diversification
guidelines promulgated by certain State Insurance Departments. Pursuant to these
guidelines, each such Portfolio will invest in issuers from a minimum of five
different foreign countries. This minimum will be reduced to four different
foreign countries when securities of foreign issuers comprise less than 80% of
the Portfolio's NAV, three different foreign countries when securities of
foreign issuers comprise less than 60% of the Portfolio's NAV, two different
foreign countries when securities of foreign issuers comprise less than 40% of
the Portfolio's NAV and one foreign country when securities of foreign issuers
comprise less than 20% of the Portfolio's NAV. The Fund has also voluntarily
agreed that each Portfolio that may invest in securities of foreign issuers will
limit its investment in the securities of issuers located in any one country to
20% of the Portfolio's NAV, except that the Portfolio may have an additional 15%
of its NAV invested in securities of issuers located in Australia, Canada,
France, Japan, the United Kingdom or Germany.

            In addition, the Fund has adopted an investment policy, which is not
designated a "fundamental policy" within the meaning of the 1940 Act, of
intending to have each Portfolio comply at all times with the diversification
requirements prescribed in Section 817(h) of the Code or any successor thereto
and the applicable Treasury Regulations thereunder. This policy may be changed
upon notice to shareholders of the Fund, but without their approval.

Effects of Borrowing and Use of Leverage
----------------------------------------

            A Portfolio may use borrowings for investment purposes. A Portfolio
may maintain borrowings from banks or as otherwise permitted under Commission
rules or exemptive orders with the Portfolio or the Adviser in an amount of
money representing approximately one-third of the Portfolio's total assets less
liabilities (other than the amount borrowed). Borrowings by a Portfolio result
in leveraging of the Portfolio's shares of common stock. The proceeds of such
borrowings will be invested in accordance with the Portfolio's investment
objective and policies. The Adviser anticipates that the difference between the
interest expense paid by a Portfolio on borrowings and the rates received by the
Portfolio from its investment portfolio issuers will provide the Portfolio's
shareholders with a potentially higher yield.

            Utilization of leverage, which is usually considered speculative,
however, involves certain risks to a Portfolio's shareholders. These include a
higher volatility of the NAV of the Portfolio's shares of common stock and the
relatively greater effect on the NAV of the shares caused by favorable or
adverse changes in currency exchange rates. So long as a Portfolio is able to
realize a net return on the leveraged portion of its investment portfolio that
is higher than the interest expense paid on borrowings or the carrying costs of
leveraged transactions, the effect of leverage will be to cause the Portfolio's
shareholders to realize higher current net investment income than if the
Portfolio were not leveraged. However, to the extent that the interest expense
on borrowings or the carrying costs of leveraged transactions approaches the net
return on the leveraged portion of a Portfolio's investment portfolio, the
benefit of leverage to a Portfolio's shareholders will be reduced, and if the
interest expense on borrowings or the carrying costs of leveraged transactions
were to exceed the net return to shareholders, the Portfolio's use of leverage
would result in a lower rate of return than if the Portfolio were not leveraged.
Similarly, the effect of leverage in a declining market could be a greater
decrease in NAV per share than if the Portfolio were not leveraged. In an
extreme case, if the Portfolio's current investment income were not sufficient
to meet the interest expense on borrowings or the carrying costs of leveraged
transactions, it could be necessary for the Portfolio to liquidate certain of
its investments, thereby reducing the NAV of the Portfolio's shares.

            A Portfolio may also use leverage for investment purposes by
entering into transactions such as reverse repurchase agreements, forward
contracts and dollar rolls. This means that the Portfolio uses the cash proceeds
made available during the term of these transactions to make investments in
other fixed-income securities. The use of leverage is considered speculative and
involves certain risks to the Portfolio's shareholders. These include a higher
volatility of the Portfolio's NAV and the relatively greater effect on the NAV
caused by favorable or adverse changes in market conditions or interest rates.
So long as the Portfolio is able to realize a net return on its investment
portfolio that is higher than the carrying costs of these transactions, the
effect of leverage will be to cause the Portfolio's shareholders to realize
higher current net income than if the Portfolio were not leveraged. To the
extent that the carrying costs of these transactions approaches the net return
on the Portfolio's investment portfolio, or exceed it, the benefit to the
Portfolio's shareholders will be reduced or result in a lower rate of return
than if the Portfolio were not leveraged.

            Under the 1940 Act, a Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term is
defined and used in the 1940 Act, of at least 300% for all borrowings of the
Portfolio. In addition, under the 1940 Act, in the event asset coverage falls
below 300%, the Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%. If repayments of borrowings are necessary to maintain 300% asset
coverage, the Portfolio could be required to sell portfolio securities at times
considered disadvantageous by the Adviser and such sales could cause the
Portfolio to incur related transaction costs and to realize taxable gains.

Foreign Currency Transactions.
------------------------------

            A Portfolio may invest, sometimes substantially, in securities
denominated in foreign currencies and a corresponding portion of the Portfolio's
revenues will be received in such currencies. In addition, a Portfolio may
conduct foreign currency transactions for hedging and non-hedging purposes on a
spot (i.e., cash) basis or through the use of derivatives transactions, such as
forward currency exchange contracts, currency futures and options thereon, and
options on currencies as described above. The dollar equivalent of the
Portfolio's net assets and distributions will be adversely affected by
reductions in the value of certain foreign currencies relative to the U.S.
Dollar. Such changes will also affect the Portfolio's income. A Portfolio will,
however, have the ability to attempt to protect itself against adverse changes
in the values of foreign currencies by engaging in certain of the investment
practices listed above. While the Portfolio has this ability, there is no
certainty as to whether, and to what extent, the Portfolio will engage in these
practices.

            Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, the Portfolio's NAV to
fluctuate. Currency exchange rates generally are determined by the forces of
supply and demand in the foreign exchange markets and the relative merits of
investments in different countries, actual or anticipated changes in interest
rates and other complex factors, as seen from an international perspective.
Currency exchange rates also can be affected unpredictably by the intervention
of U.S. or foreign governments or central banks, or the failure to intervene, or
by currency controls or political developments in the United States or abroad.
To the extent the Portfolio's total assets adjusted to reflect the Portfolio's
net position after giving effect to currency transactions is denominated or
quoted in the currencies of foreign countries, the Portfolio will be more
susceptible to the risk of adverse economic and political developments within
those countries.

            A Portfolio will incur costs in connection with conversions between
various currencies. A Portfolio may hold foreign currency received in connection
with investments when, in the judgment of the Adviser, it would be beneficial to
convert such currency into U.S. Dollars at a later date, based on anticipated
changes in the relevant exchange rate. If the value of the foreign currencies in
which the Portfolio receives its income falls relative to the U.S. Dollar
between receipt of the income and the making of Portfolio distributions, the
Portfolio may be required to liquidate securities in order to make distributions
if the Portfolio has insufficient cash in U.S. Dollars to meet distribution
requirements. Similarly, if an exchange rate declines between the time the
Portfolio incurs expenses in U.S. Dollars and the time cash expenses are paid,
the amount of the currency required to be converted into U.S. Dollars in order
to pay expenses in U.S. Dollars could be greater than the equivalent amount of
such expenses in the currency at the time they were incurred.

            If the value of the foreign currencies in which the Portfolio
receives income falls relative to the U.S. Dollar between receipt of the income
and the making of Portfolio distributions, the Portfolio may be required to
liquidate securities in order to make distributions if the Portfolio has
insufficient cash in U.S. Dollars to meet the distribution requirements that the
Portfolio must satisfy to qualify as a regulated investment company for federal
income tax purposes. Similarly, if the value of a particular foreign currency
declines between the time the Portfolio incurs expenses in U.S. Dollars and the
time cash expenses are paid, the amount of the currency required to be converted
into U.S. Dollars in order to pay expenses in U.S. Dollars could be greater than
the equivalent amount of such expenses in the currency at the time they were
incurred. In light of these risks, the Portfolio may engage in certain currency
hedging transactions, which themselves, involve certain special risks.



--------------------------------------------------------------------------------

                             MANAGEMENT OF THE 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.




                                                                               OTHER
                              PRINCIPAL                          PORTFOLIOS    DIRECTORSHIPS
                              OCCUPATION(S)                      IN FUND       HELD
                              DURING PAST 5                      COMPLEX       BY DIRECTOR IN
NAME, ADDRESS*, AGE AND       YEARS AND OTHER                    OVERSEEN      THE PAST
(YEAR FIRST ELECTED**)        QUALIFICATIONS***                  BY DIRECTOR   5 YEARS
-----------------------       --------------------------------   -----------   --------------
                                                                      
INDEPENDENT DIRECTORS

Chairman of the Board

William H. Foulk, Jr., #, +   Investment Adviser and an          92            None
77                            Independent Consultant since
(1990)                        prior to 2005.  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. Mr. Foulk has served as
                              a director or trustee of various
                              AllianceBernstein Funds
                              since 1983 and has been Chairman
                              of the AllianceBernstein Funds
                              and of the Independent Directors
                              Committee of such Funds since
                              2003. He is also active in a
                              number of mutual fund related
                              organizations and committees.

John H. Dobkin, #             Independent Consultant since       90            None
68                            prior to 2005.  Formerly,
(1992)                        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
                              AllianceBernstein Funds since
                              1992, and as Chairman of the
                              Audit Committees of a number of
                              such Funds from 2001-2008.

Michael J. Downey, #          Private Investor since prior to    90            Asia Pacific Fund,
66                            2005.  Formerly, managing                        Inc., The Merger
(2005)                        partner of Lexington Capital,                    Fund since prior to
                              LLC (investment advisory firm)                   2005, and Prospect
                              from December 1997 until                         Acquisition Corp.
                              December 2003.  From 1987 until                  (financial services)
                              1993, Chairman and CEO of                        since prior to 2005
                              Prudential Mutual Fund                           until 2009
                              Management, Director of the
                              Prudential Mutual Funds and
                              member of the Executive
                              Committee of Prudential
                              Securities Inc. Mr. Downey has
                              served as a director or trustee
                              of the AllianceBernstein Funds
                              since 2005 and is a director of
                              two other registered investment
                              companies (and Chairman of one
                              of them).

D. James Guzy, #              Chairman of the Board of PLX       90            Cirrus Logic
74                            Technology (semi-conductors) and                 Corporation
(2005)                        of SRC Computers Inc., with                      (semi-conductors)
                              which he has been associated                     since prior to 2005
                              since prior to 2005. He was a
                              Director of the 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.
                              Mr. Guzy has served as a
                              director of one or more of the
                              AllianceBernstein Funds since
                              1982.

Nancy P. Jacklin, #           Professorial Lecturer at the       90            None
61                            Johns Hopkins School of Advanced
(2006)                        International Studies since
                              2008.  Formerly, U.S. Executive
                              Director of the International
                              Monetary Fund (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.
                              Ms. Jacklin has served as a
                              director or trustee of the
                              AllianceBernstein Funds since
                              2006.

Garry L. Moody, #             Independent Consultant.            89            None
58                            Formerly, Partner, Deloitte &
(2008)                        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. He is also a
                              member of the Governing Council
                              of the Independent Directors
                              Council (ICD), an organization
                              of independent directors of
                              mutual funds, and serves on that
                              organization's Education and
                              Communications Committee. Mr.
                              Moody has served as a director
                              or trustee, and as Chairman of
                              the Audit Committee, of most of
                              the AllianceBernstein Funds
                              since 2008.

Marshall C. Turner, Jr., #    Private Investor since prior to    90            Xilinx, Inc.
68                            2005. Interim CEO of MEMC                        (programmable logic
(2005)                        Electronic Materials, Inc.                       semi-conductors) and
                              (semi-conductor and solar cell                   MEMC Electronic
                              substrates) from November 2008                   Materials, Inc.
                              until March 2009. He was                         (semi-conductor and
                              Chairman and CEO of Dupont                       solar cell
                              Photomasks, Inc. (components of                  substrates) since
                              semi-conductor manufacturing),                   prior to 2005
                              2003-2005, and President and
                              CEO, 2005-2006, after the
                              company was renamed Toppan
                              Photomasks, Inc.  Mr. Turner has
                              extensive experience in venture
                              capital investing including
                              prior service as general partner
                              of three institutional venture
                              capital partnerships, and serves
                              on the boards of a number of
                              education and science-related
                              non-profit organizations. Mr.
                              Turner has served as a director
                              or trustee of one or more of the
                              AllianceBernstein Funds since
                              1992.

Earl D. Weiner, #             Of Counsel, and Partner prior to   90            None
70                            January 2007, of the law firm
(2007)                        Sullivan & Cromwell LLP, and
                              member of 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 a 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
                              AllianceBernstein Funds since
                              2007 and is Chairman of the
                              Governance and Nominating
                              Committees of most of the Funds.



--------


*     The address for each of the Fund's independent Directors is c/o
      AllianceBernstein L.P., Attn: Philip 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.


#     Member of the Audit Committee, the Governance and Nominating Committee and
      the Independent Directors Committee.

+     Member of the Fair Value Pricing Committee.


            The management of the business and affairs of the Fund is overseen
by the Board. Directors who are not "interested persons" of the Fund as defined
in the 1940 Act, are referred to as "Independent Directors", and Directors who
are "interested persons" of the Fund are referred to as "Interested Directors".
Certain information concerning the Fund's governance structure and each Director
is set forth below.

            Experience, Skills, Attributes, and Qualifications of the Fund's
Directors. The Governance and Nominating Committee of the Board, which is
composed of Independent Directors, reviews the experience, qualifications,
attributes and skills of potential candidates for nomination or election by the
Board, and would conduct a similar review in connection with the proposed
nomination of current Directors for re-election by shareholders at any annual or
special meeting of shareholders. In evaluating a candidate for nomination or
election as a Director the Governance and Nominating Committee takes into
account the contribution that the candidate would be expected to make to the
diverse mix of experience, qualifications, attributes and skills that the
Governance and Nominating Committee believes contributes to good governance for
the Fund. Additional information concerning the Governance and Nominating
Committee's consideration of nominees appears in the description of the
Committee below.

            The Board has concluded that, based on each Director's experience,
qualifications, attributes or skills on an individual basis and in combination
with those of the other Directors, each Director is qualified and should
continue to serve as such. In determining that a particular Director was and
continues to be qualified to serve as a Director, the Board has considered a
variety of criteria, none of which, in isolation, was controlling. In addition,
the Board has taken into account the actual service and commitment of each
Director during his or her tenure (including the Director's commitment and
participation in Board and committee meetings, as well as his or her current and
prior leadership of standing and ad hoc committees) in concluding that each
should continue to serve. Information about the specific experience, skills,
attributes and qualifications of each Director, which in each case led to the
Board's conclusion that the Director should serve (or continue to serve) as a
director of the Fund, is provided in the table above.

            The Board believes that, collectively, the Directors have balanced
and diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of shareholders. Among other attributes common to all Directors are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Directors), to interact
effectively with the Adviser other service providers, counsel and Fund's
independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Directors. References to
the qualifications, attributes and skills of Directors are pursuant to
requirements of the Commission, do not constitute holding out of the Board or
any Director as having special expertise or experience and shall note be deemed
to impose any greater responsibility or liability on any Director of on the
Board by reason thereof.

            Board Structure and Oversight Function. The Board is responsible for
oversight of the Fund. The Fund has engaged the Adviser to manage the Fund on a
day-to-day basis. The Board is responsible for overseeing the Adviser and the
Fund's other service providers in the operations of the Fund in accordance with
the Fund's investment objective and policies and otherwise in accordance with
its prospectus, the requirements of the 1940 Act and other applicable Federal,
state and other securities and other laws, and the Fund's charter and bylaws.
The Board meets in-person at regularly scheduled meetings eight times throughout
the year. In addition, the Directors may meet in-person or by telephone at
special meetings or on an informal basis at other times. The Independent
Directors also regularly meet without the presence of any representatives of
management. As described below, the Board has established four standing
committees - the Audit, Governance and Nominating, Independent Directors, and
Fair Valuation Committees - and may establish ad hoc committees or working
groups from time to time, to assist the Board in fulfilling its oversight
responsibilities. Each committee is composed exclusively of Independent
Directors. The responsibilities of each committee, including its oversight
responsibilities, are described further below. The Independent Directors have
also engaged independent legal counsel, and may from time to time engage
consultants and other advisors, to assist them in performing their oversight
responsibilities.

            An Independent Director serves as Chairman of the Board. The
Chairman's duties include setting the agenda for each Board meeting in
consultation with management, presiding at each Board meeting, meeting with
management between Board meetings, and facilitating communication and
coordination between the Independent Directors and management. The Directors
have determined that the Board's leadership by an Independent Director and its
committees composed exclusively of Independent Directors is appropriate because
they believe it sets the proper tone to the relationships between the Fund, on
the one hand, and the Adviser and other service providers, on the other, and
facilitates the exercise of the Board's independent judgment in evaluating and
managing the relationships. In addition, the Fund is required to have an
Independent Director as Chairman pursuant to certain 2003 regulatory settlements
involving the Adviser.

            Risk Oversight. The Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to the Fund resides with the Adviser or other service providers
(depending on the nature of the risk), subject to supervision by the Adviser.
The Board has charged the Adviser and its affiliates with (i) identifying events
or circumstances the occurrence of which could have demonstrable and material
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.

            Risk oversight forms part of the Board's general oversight of the
Fund's investment program and operations and is addressed as part of various
regular Board and committee activities. The Fund's investment management and
business affairs are carried out by or through the Adviser and other service
providers. Each of these persons has an independent interest in risk management
but the policies and the methods by which one or more risk management functions
are carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Directors regularly receive reports from, among others, management
(including the Chief Risk Officer of the Adviser and representatives of various
internal committees of the Adviser), the Fund's Senior Officer (who is also the
Fund's chief compliance officer), its independent registered public accounting
firm, counsel, and internal auditors for the Adviser, as appropriate, regarding
risks faced by the Fund and the Adviser's risk management programs.

            Not all risks that may affect the Fund can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It
may not be practical or cost-effective to eliminate or mitigate certain risks,
the processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover, it
is necessary to bear certain risks (such as investment-related risks) to achieve
the Fund's goals. As a result of the foregoing and other factors the Fund's
ability to manage risk is subject to substantial limitations.


            The Fund's Board has four standing committees of the Board -- an
Audit Committee, a Governance and Nominating Committee, a Fair Value Pricing
Committee and an Independent Directors Committee. The members of the Audit,
Governance and Nominating, Fair Value Pricing, and Independent Directors
Committees are identified above.

            The function of the Audit Committee is to assist the Board in its
oversight of the Fund's financial reporting process. The Audit Committee met
twice during the Fund's most recently completed fiscal year.

            The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Board. The Governance and Nominating Committee met four times each during the
Fund's most recently completed fiscal year.

            The Governance and Nominating Committee has a charter and, pursuant
to the charter, the Governance and Nominating Committee will consider candidates
for nomination as a director submitted by a shareholder or group of shareholders
who have beneficially owned at least 5% of a Portfolio's common stock or shares
of beneficial interest for at least two years at the time of submission and who
timely provide specified information about the candidates and the nominating
shareholder or group. To be timely for consideration by the Governance and
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the Fund not less than 120 days before the date of the
proxy statement for the previous year's annual meeting of shareholders. If the
Fund did not hold an annual meeting of shareholders in the previous year, the
submission must be delivered or mailed and received within a reasonable amount
of time before the Fund begins to print and mail its proxy materials. Public
notice of such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by other means deemed by
the Governance and Nominating Committee or the Board to be reasonably calculated
to inform shareholders.

            Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to
the Governance and Nominating Committee: (i) a statement in writing setting
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all
shares of a Portfolio owned of record or beneficially by the candidate; (D) any
other information regarding the candidate that is required to be disclosed about
a nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section
20 of the 1940 Act and the rules and regulations promulgated thereunder; (E)
whether the shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the 1940 Act) and, if believed not to be an
"interested person," information regarding the candidate that will be sufficient
for the Fund to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as a
director or senior officer of public companies, directorships on the boards of
other registered investment companies and educational background; (ii) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Director if elected; (iii) the written and signed agreement of the
candidate to complete a directors' and officers' questionnaire if elected; (iv)
the shareholder's consent to be named as such by the Fund; (v) the class or
series and number of all shares of each Portfolio of the Fund owned beneficially
and of record by the shareholder and any associated person of the shareholder
and the dates on which such shares were acquired, specifying the number of
shares owned beneficially but not of record by each, and stating the names of
each as they appear on the Fund's record books and the names of any nominee
holders for each; and (vi) a description of all arrangements or understandings
between the shareholder, the candidate and/or any other person or persons
(including their names) pursuant to which the recommendation is being made by
the shareholder. "Associated Person of the shareholder" means any person who is
required to be identified under clause (vi) of this paragraph and any other
person controlling, controlled by or under common control with, directly or
indirectly, (a) the shareholder or (b) the associated person of the shareholder.

            The Governance and Nominating Committee may require the shareholder
to furnish such other information as it may reasonably require or deem necessary
to verify any information furnished pursuant to the nominating procedures
described above or to determine the qualifications and eligibility of the
candidate proposed by the shareholder to serve on the Board. If the shareholder
fails to provide such other information in writing within seven days of receipt
of written request from the Governance and Nominating Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and will not be considered, by the Committee.


            The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Fund, the candidate's ability to
qualify as an independent Director and such other criteria as the Governance and
Nominating Committee determines to be relevant in light of the existing
composition of the Board and any anticipated vacancies or other factors.


            The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's NAV by more than $0.01 per share. The
Fair Value Pricing Committee did not meet during the Fund's most recently
completed fiscal year.


            The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the Independent Directors, such as review and
approval of the Advisory and Distribution Services Agreements. The Independent
Directors Committee met eight times during the Fund's most recently completed
fiscal year.


            The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities of all of the registered investment
companies to which the Adviser provides investment advisory services
(collectively, the "AllianceBernstein Fund Complex") owned by each Director are
set forth below.

                                                         AGGREGATE DOLLAR RANGE
                                    DOLLAR RANGE OF      OF EQUITY SECURITIES IN
                                    EQUITY SECURITIES    THE ALLIANCEBERNSTEIN
                                    IN THE FUND AS OF    FUND COMPLEX AS OF
                                    DECEMBER 31, 2009*   DECEMBER 31, 2009
                                    ------------------   -----------------


John H. Dobkin                                  None        Over $100,000
Michael J. Downey                               None        Over $100,000
William H. Foulk, Jr.                           None        Over $100,000
D. James Guzy                                   None        Over $100,000
Nancy P. Jacklin                                None        Over $100,000
Garry L. Moody                                  None        Over $100,000
Marshall C. Turner, Jr.                         None        Over $100,000
Earl D. Weiner                                  None        Over $100,000


--------
*     The Directors cannot directly invest in the Fund's Portfolios, because
      direct investments in the Portfolios may be made only by variable annuity
      and variable life insurance separate accounts.

Officer Information
-------------------

            Certain information concerning the Fund's officers is set forth
below.

                           POSITION(S)             PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE     HELD WITH FUND          DURING PAST 5 YEARS
----------------------     --------------          -------------------


Robert M. Keith,           President and Chief     Executive Vice President
50                         Executive Officer       of the Adviser** and the head
                                                   of AllianceBernstein
                                                   Investments, Inc. ("ABI")**
                                                   since July 2008. Director and
                                                   President of the
                                                   AllianceBernstein 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
                                                   AllianceBernstein's
                                                   institutional investment
                                                   management business since
                                                   2005. Prior thereto, Managing
                                                   Director and Head of North
                                                   American Client Service and
                                                   Sales in AllianceBernstein's
                                                   institutional investment
                                                   management business, with
                                                   which he has been associated
                                                   since prior to 2005.

Philip L. Kirstein,        Senior Vice President   Senior Vice President and
64                         and Independent         Independent Compliance
                           Compliance Officer      Officer of the
                                                   AllianceBernstein Funds, with
                                                   which he has been associated
                                                   since 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 2005.

Hiromitsu Agata,           Vice President          Senior Vice President of
47                                                 AllianceBernstein Japan Ltd.
                                                   ("ABJL")** and a Vice
                                                   President of the Adviser,**
                                                   with which he has been
                                                   associated since prior to
                                                   2005.

Olalekan A. Akinyanmi,     Vice President          Vice President of the
38                                                 Adviser,** with which he has
                                                   been associated since May
                                                   2006. Prior thereto, he was
                                                   an Associate Director of UBS
                                                   Investment Research covering
                                                   the oil services industry.


Bruce K. Aronow,           Vice President          Senior Vice President of the
43                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

William D. Baird,          Vice President          Senior Vice President of the
41                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Stephen M. Beinhacker,     Vice President          Senior Vice President of the
45                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Isabel Buccellati,         Vice President          Vice President of
41                                                 AllianceBernstein Limited
                                                   ("ABL")** and a Vice
                                                   President of the Adviser,**
                                                   with which she has been
                                                   associated since prior to
                                                   2005.

Joseph G. Carson,          Vice President          Senior Vice President of the
58                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Frank V. Caruso,           Vice President          Senior Vice President of the
53                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Maria R. Cona,             Vice President          Vice President of the
55                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005.

Henry S. D'Auria,          Vice President          Senior Vice President of the
48                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Paul J. DeNoon,            Vice President          Senior Vice President of the
48                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Edward J. Dombrowski,      Vice President          Vice President of the
32                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Gregory D. Eckersley,      Vice President          Senior Vice President of the
45                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Joseph R. Elegante,        Vice President          Senior Vice President of the
38                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Sharon E. Fay,             Vice President          Executive Vice President of
49                                                 the Adviser,** with which she
                                                   has been associated since
                                                   prior to 2005.



Thomas J. Fontaine,        Vice President          Senior Vice President of the
44                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Eric J. Franco,            Vice President          Senior Vice President of the
50                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

John Giaquinta,            Vice President          Assistant Vice President of
46                                                 the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.



William A. Johnston,       Vice President          Senior Vice President of
49                                                 ABL** and a Vice President of
                                                   the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.

Shawn E. Keegan,           Vice President          Vice President of the
38                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

John J. Kelley,            Vice President          Senior Vice President of the
50                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

N. Kumar Kirpalani,        Vice President          Senior Vice President of the
56                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Ian Kirwan,                Vice President          Senior Vice President of the
34                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.




Samantha S. Lau,           Vice President          Senior Vice President of the
37                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005.

Dokyoung Lee,              Vice President          Senior Vice President of the
44                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Jason P. Ley,              Vice President          Senior Vice President of the
37                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


James W. MacGregor,        Vice President          Senior Vice President of the
42                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.



Alison M. Martier,         Vice President          Senior Vice President of the
53                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005.

Christopher W. Marx,       Vice President          Senior Vice President of the
42                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Teresa Marziano,           Vice President          Senior Vice President of the
55                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005.

Seth J. Masters,           Vice President          Executive Vice President of
50                                                 the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.

Christopher H. Nikolich,   Vice President          Senior Vice President of the
40                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Raymond J. Papera,         Vice President          Senior Vice President of the
54                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Michele Patri,             Vice President          Senior Vice President of
46                                                 ABL** and a Vice President of
                                                   the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.

Joseph G. Paul,            Vice President          Senior Vice President of the
50                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Douglas J. Peebles,        Vice President          Executive Vice President of
44                                                 the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.

John D. Phillips,          Vice President          Senior Vice President of the
63                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


David F. Randell,          Vice President          Senior Vice President of the
46                                                 Adviser,** since 2007. Prior
                                                   thereto, he was a principal
                                                   of GTCR Golden Rauner LLC.


Amy P. Raskin,             Vice President          Senior Vice President of the
38                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005.

James G. Reilly,           Vice President          Executive Vice President of
48                                                 the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.

Michael J. Reilly,         Vice President          Senior Vice President of the
45                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Patrick J. Rudden,         Vice President          Senior Vice President of the
47                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Stephen C. Scanlon,        Vice President          Senior Vice President of
40                                                 ABI,** with which he has been
                                                   associated since prior to
                                                   2005.

Robert W. Scheetz,         Vice President          Senior Vice President of the
44                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Lisa A. Shalett,           Vice President          Executive Vice President of
46                                                 the Adviser,** with which she
                                                   has been associated since
                                                   prior to 2005.

Kevin F. Simms,            Vice President          Senior Vice President of the
44                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Tassos M. Stassopoulos,    Vice President          Vice President of the
41                                                 Adviser,** with which he has
                                                   been associated since
                                                   November 2007. Prior thereto,
                                                   he was a Managing Director
                                                   since 2005 and a senior
                                                   analyst and sector head for
                                                   Pan European Travel and
                                                   Leisure coverage of Credit
                                                   Suisse.

Prashant Tewari,           Vice President          Vice President of the
38                                                 Adviser** since October 2005.
                                                   Prior thereto, he was an
                                                   engagement manager at
                                                   McKinsey & Company.


Christopher M. Toub,       Vice President          Executive Vice President of
50                                                 the Adviser,** with which he
                                                   has been associated since
                                                   prior to 2005.



Wen-Tse Tseng,             Vice President          Vice President of the
44                                                 Adviser,** with which he has
                                                   been associated since March
                                                   2006. Prior thereto, he was
                                                   the healthcare-sector
                                                   portfolio manager for the
                                                   small-cap growth team at
                                                   William D. Witter since prior
                                                   to 2005.

P. Scott Wallace,          Vice President          Senior Vice President of the
45                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Andrew J. Weiner,          Vice President          Senior Vice President of the
41                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Greg J. Wilensky,          Vice President          Senior Vice President of the
43                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.


Diane Won,                 Vice President          Vice President of the
38                                                 Adviser,** with which she has
                                                   been associated since prior
                                                   to 2005. Prior thereto, she
                                                   was a senior case leader at
                                                   Monitor Group.


Catherine A. Wood,         Vice President          Senior Vice President of the
44                                                 Adviser,** with which she
                                                   has been associated since
                                                   prior to 2005.

David Yuen,                Vice President          Senior Vice President of the
45                                                 Adviser,** with which he has
                                                   been associated since prior
                                                   to 2005.

Vadim Zlotnikov,           Vice President          Executive Vice President of
48                                                 the Adviser,** and Chief
                                                   Investment Officer of Growth
                                                   Equities and head of Growth
                                                   Portfolio Analytics since
                                                   January 2008. Prior thereto,
                                                   he was the Chief Investment
                                                   Strategist for Sanford C.
                                                   Bernstein's institutional
                                                   research unit with which he
                                                   has been associated since
                                                   prior to 2005.

Joseph J. Mantineo,        Treasurer and           Senior Vice President of
51                         Chief Financial         ABIS,** with which he has
                           Officer                 been associated since prior
                                                   to 2005.

Emilie D. Wrapp,           Secretary               Senior Vice President,
54                                                 Assistant General Counsel and
                                                   Assistant Secretary of ABI,**
                                                   with which she has been
                                                   associated since prior to
                                                   2005.


Phyllis J. Clarke,         Controller              Vice President of ABIS,**
49                                                 with which she has been
                                                   associated since prior to
                                                   2005.


--------
*     The address for each of the Fund's officers is 1345 Avenue of the
      Americas, New York, NY 10105.


**    The Adviser, ABI, ABIS, ABL and ABJL are affiliates of the Fund.


            The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during the Fund's fiscal
year ended December 31, 2009, the aggregate compensation paid to each of the
Directors during calendar year 2009 by the AllianceBernstein Fund Complex, and
the total number of registered investment companies (and separate investment
portfolios within those companies) in the AllianceBernstein Fund Complex with
respect to which each of the Directors serves as a director or trustee, are set
forth below. Neither the Fund nor any other registered investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.



                                                                                           Total Number of
                                                                                           Investment Portfolios
                                                                 Total Number of           in the
                                                                 Investment Companies      AllianceBernstein
                                           Total Compensation    in the AllianceBernstein  Fund Complex
                                           From the              Fund Complex,             Including the Fund,
                          Aggregate        AllianceBernstein     Including the Fund, as    as to which the
Name of Trustee           Compensation     Fund Complex,         to which the Director is  Director is a Director
or Director               from the Fund    Including the Fund    a Director or Trustee     or Trustee
----------------          --------------   -------------------   ---------------------     ----------------------
                                                                               


John H. Dobkin            $5,587           $242,200              32                        90
Michael J. Downey         $5,587           $241,000              32                        90
William H. Foulk, Jr.     $10,510          $484,400              34                        92
D. James Guzy             $5,587           $241,000              32                        90
Nancy P. Jacklin          $5,587           $242,200              32                        90
Garry L. Moody            $6,410           $270,200              31                        89
Marshall C. Turner, Jr.   $5,587           $242,200              32                        90
Earl D. Weiner            $6,003           $260,200              32                        90




            As of April 5, 2010, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.


Adviser
-------

            The Adviser, a Delaware limited partnership with principal offices
at 1345 Avenue of the Americas, New York, New York 10105, has been retained
under an investment advisory agreement (the "Advisory Agreement") to provide
investment advice and, in general, to conduct the management and investment
program of the Fund under the supervision of the Board (see "Management of the
Fund" in the Prospectuses). The Adviser is a registered investment adviser under
the Investment Advisers Act of 1940, as amended.


            The Adviser is a leading global investment management firm
supervising client accounts with assets as of December 31, 2009, totaling
approximately $495.5 billion. The Adviser provides management services for many
of the largest U.S. public and private employee benefit plans, endowments,
foundations, public employee retirement funds, banks, insurance companies and
high net worth individuals worldwide. The Adviser is also one of the largest
mutual fund sponsors, with a diverse family of globally distributed mutual fund
portfolios. As one of the world's leading global investment management
organizations, the Adviser is able to compete for virtually any portfolio
assignment in any developed capital market in the world.


             As of December 31, 2009, AXA, a societe anonyme organized under the
laws of France and the holding company for an international group of insurance
and related financial services companies, through certain of its subsidiaries
("AXA and its subsidiaries"), owned approximately 1.4% of the issued and
outstanding assignments of beneficial ownership of limited partnership interests
("Holding Units") in AllianceBernstein Holding L.P., a Delaware limited
partnership ("Holding"). Holding Units trade publicly on the New York Stock
Exchange under the ticker symbol "AB".

            As of December 31, 2009, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as
follows:


                  AXA and its subsidiaries               62.1%
                  Holding                                36.5
                  Unaffiliated holders                    1.4
                                                        ------
                                                        100.0%
                                                        ======


            AllianceBernstein Corporation (an indirect wholly-owned subsidiary
of AXA) is the general partner of both Holding and the Adviser.
AllianceBernstein Corporation owns 100,000 general partnership units in Holding
and a 1% general partnership interest in the Adviser. Including both the general
partnership and limited partnership interests in Holding and the Adviser, AXA
and its subsidiaries had an approximate 62.1% economic interest in the Adviser
as of December 31, 2009.

            AXA, a French company, is the holding company for an international
group of companies and a worldwide leader in financial protection and wealth
management. AXA operates primarily in Western Europe, North America and the
Asia/Pacific region and, to a lesser extent, in other regions including the
Middle East, Africa and South America. AXA has five operating business segments:
life and savings, property and casualty insurance, international insurance
(including reinsurance), asset management and other financial services. AXA
Financial is a wholly-owned subsidiary of AXA. Equitable is an indirect
wholly-owned subsidiary of AXA Financial.

            The Advisory Agreement became effective on July 22, 1992. The
Advisory Agreement was approved by the unanimous vote, cast in person, of the
Fund's Directors including the Directors who are not parties to the Advisory
Agreement or "interested persons" as defined in the 1940 Act, of any such party,
at a meeting called for the purpose and held on September 10, 1991. At a meeting
held on June 11, 1992, a majority of the outstanding voting securities of the
Fund approved the Advisory Agreement.


            The Advisory Agreement was amended as of October 24, 1994 to provide
for the addition of the AllianceBernstein Growth Portfolio and the
AllianceBernstein International Growth Portfolio. The amendment to the Advisory
Agreement was approved by the unanimous vote, cast in person of the independent
Directors at a meeting called for that purpose and held on June 14, 1994.

            The Advisory Agreement was amended as of February 1, 1996 to provide
for the addition of the AllianceBernstein Global Thematic Growth Portfolio,
formerly AllianceBernstein Global Technology Portfolio. The amendment to the
Advisory Agreement was approved by the unanimous vote, cast in person, of the
independent Directors at a meeting called for that purpose and held on November
28, 1995.

            The Advisory Agreement was amended as of July 22, 1996 to provide
for the addition of the AllianceBernstein Small Cap Growth Portfolio. The
amendment to the Advisory Agreement was approved by the unanimous vote, cast in
person, of the independent Directors at a meeting called for that purpose and
held on June 4, 1996.

            The Advisory Agreement was amended as of December 31, 1996 to
provide for the addition of the AllianceBernstein Real Estate Investment
Portfolio. The amendment to the Advisory Agreement was approved by the unanimous
vote, cast in person, of the independent Directors at a meeting called for that
purpose and held on September 10, 1996.

            The Advisory Agreement was amended as of May 1, 2001 to provide for
the addition of the AllianceBernstein Small/Mid Cap Value Portfolio, the
AllianceBernstein Value Portfolio and the AllianceBernstein International Value
Portfolio. The amendment to the Advisory Agreement was approved by the unanimous
vote, cast in person, of the independent Directors at a meeting called for that
purpose and held on January 31, 2001.

            The Advisory Agreement was amended as of May 1, 2004 to provide for
the addition of the AllianceBernstein Balanced Wealth Strategy Portfolio. The
amendment to the Advisory Agreement was approved by the unanimous vote, cast in
person, of the independent Directors at a meeting called for that purpose and
held on March 16-18, 2004.


            The Adviser provides investment advisory services and order
placement facilities for each of the Fund's Portfolios and pays all compensation
of Directors and officers of the Fund who are affiliated persons of the Adviser.
The Adviser or its affiliates also furnish the Fund, without charge, management
supervision and assistance and office facilities and provide persons
satisfactory to the Board to serve as the Fund's officers.

            The Fund has, under the Advisory Agreement, assumed obligation to
pay for all other expenses. As to the obtaining of services other than those
specifically provided to the Fund by the Adviser, the Fund may employ its own
personnel. For such services, the Fund may also utilize personnel employed by
the Adviser or its affiliates and, in such event, the services will be provided
to the Fund at cost and the payments therefore must be specifically approved by
the Board. The following table shows, for the Portfolios listed, the amounts the
Adviser received for such services during the fiscal year ended December 31,
2009.

PORTFOLIO                                              AMOUNT RECEIVED
---------                                              ---------------


AllianceBernstein Money Market Portfolio                   $64,852*
AllianceBernstein Intermediate Bond Portfolio              $86,950
AllianceBernstein Large Cap Growth Portfolio               $79,258
AllianceBernstein Growth and Income Portfolio              $79,420
AllianceBernstein Growth Portfolio                         $80,399
AllianceBernstein International Growth Portfolio           $79,010
AllianceBernstein Global Thematic Growth Portfolio         $79,740
AllianceBernstein Small Cap Growth Portfolio               $80,222
AllianceBernstein Real Estate Investment Portfolio         $82,940
AllianceBernstein International Value Portfolio            $80,696
AllianceBernstein Small/Mid Cap Value Portfolio            $82,401
AllianceBernstein Value Portfolio                          $77,878
AllianceBernstein Balanced Wealth Strategy Portfolio       $82,772


--------

*     Amount received is net of the amount waived voluntarily.


            For services rendered by the Adviser under the Advisory Agreements,
the Portfolios paid the Adviser, effective September 7, 2004, the annual
percentage rates of the average daily NAV as listed below (for the year 2004,
the Portfolios' previously effective advisory fees were waived to this amount by
the Adviser after January 1, 2004).

                                        CONTRACTUAL FEE, AS A PERCENTAGE OF
                                             THE PORTFOLIO'S AGGREGATE
PORTFOLIO                                            NET ASSETS
---------                                            ----------

AllianceBernstein Money Market      .45 of 1% of the first $2.5 billion, .40 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .35 of 1% of the excess over $5
                                    billion

AllianceBernstein Intermediate      .45 of 1% of the first $2.5 billion, .40 of
Bond Portfolio                      1% of the excess over $2.5 billion up to $5
                                    billion and .35 of 1% of the excess over $5
                                    billion.

AllianceBernstein Large Cap         .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Growth and        .55 of 1% of the first $2.5 billion, .45 of
Income Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Growth            .75 of 1% of the first $2.5 billion, .65 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Global Thematic   .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Small Cap         .75 of 1% of the first $2.5
Growth Portfolio                    billion, .65 of 1% of the excess over
                                    $2.5 billion up to $5 billion and .60
                                    of 1% of the excess over $5 billion

AllianceBernstein Real Estate       .55 of 1% of the first $2.5 billion, .45 of
Investment Portfolio                1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of
Value Portfolio                     1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Small/Mid Cap     .75 of 1% of the first $2.5 billion, .65 of
Value Portfolio                     1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Value Portfolio   .55 of 1% of the first $2.5 billion, .45 of
                                    1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein Balanced Wealth   .55 of 1% of the first $2.5 billion, .45 of
Strategy Portfolio                  1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

            These fees are accrued daily and paid monthly. The Adviser has
contractually agreed to waive its fee and bear certain expenses so that total
expenses do not, on an annual basis, exceed the amount
indicated for the classes and Portfolios listed below:

                       Portfolios                                  Expense Caps
                       ----------                                  ------------

AllianceBernstein International Value Portfolio                  Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Small/Mid Cap Value Portfolio                  Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Value Portfolio                                Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Balanced Wealth Strategy Portfolio             Class A   .75%
                                                                 Class B   1.00%

            This waiver extends through May 1, 2011 for the AllianceBernstein
International Value Portfolio, the AllianceBernstein Small/Mid Cap Value
Portfolio, the AllianceBernstein Value Portfolio and the AllianceBernstein
Balanced Wealth Strategy Portfolio, and may be extended by the Adviser for
additional one-year terms.

            The following table shows, for each Portfolio, the amounts the
Adviser received for such services for the last three fiscal years (or since
commencement of operations).

                                                     FISCAL YEAR
                                                         END         AMOUNT
PORTFOLIO                                            DECEMBER 31    RECEIVED
---------                                            -----------    --------

AllianceBernstein Money Market Portfolio


                                                         2007       $230,975
                                                         2008       $240,868
                                                         2009       $146,179*


AllianceBernstein Intermediate Bond Portfolio


                                                         2007       $409,731
                                                         2008       $721,746
                                                         2009       $757,228


AllianceBernstein Large Cap Growth Portfolio


                                                         2007       $6,355,448
                                                         2008       $4,335,070
                                                         2009       $2,923,096


AllianceBernstein Growth and Income Portfolio


                                                         2007       $13,297,832
                                                         2008       $8,731,033
                                                         2009       $5,444,254


AllianceBernstein Growth Portfolio


                                                         2007       $1,602,853
                                                         2008       $1,048,116
                                                         2009       $679,394


AllianceBernstein International Growth
Portfolio


                                                         2007       $1,011,102
                                                         2008       $1,370,445
                                                         2009       $1,064,253


AllianceBernstein Global Thematic Growth
Portfolio


                                                         2007       $2,028,928
                                                         2008       $1,519,235
                                                         2009       $1,207,404


AllianceBernstein Small Cap Growth Portfolio


                                                         2007       $504,142
                                                         2008       $378,731
                                                         2009       $238,970


AllianceBernstein Real Estate Investment
Portfolio


                                                         2007       $535,331
                                                         2008       $316,942
                                                         2009       $201,881


AllianceBernstein Small/Mid Cap Value
Portfolio


                                                         2007       $3,472,328
                                                         2008       $2,913,406
                                                         2009       $2,447,211


AllianceBernstein Value Portfolio


                                                         2007       $1,831,675
                                                         2008       $1,557,699
                                                         2009       $1,085,102


AllianceBernstein International Value
Portfolio


                                                         2007       $19,529,247
                                                         2008       $18,913,851
                                                         2009       $13,880,117


AllianceBernstein Balanced Wealth Strategy
Portfolio


                                                         2007       $916,995**
                                                         2008       $1,410,343**
                                                         2009       $2,339,309


--------

*     Net of Voluntary fee waiver.
**    Amounts received are net of the amounts the Adviser waived under a
      contractual fee waiver or otherwise. Amounts waived were:


                                                          AMOUNT WAIVED UNDER
                                                       CONTRACTUAL FEE WAIVER OR
                                                               OTHERWISE


AllianceBernstein Money Market Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $148,518*

AllianceBernstein Intermediate Bond Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Large Cap Growth Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Growth and Income Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Growth Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein International Growth Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0
AllianceBernstein Global Thematic Growth Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Small Cap Growth Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Real Estate Investment Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein International Value Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Small/Mid Cap Value Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Value Portfolio
                                                       2007  $       0
                                                       2008  $       0
                                                       2009  $       0

AllianceBernstein Balanced Wealth Strategy Portfolio

                                                       2007  $  22,796
                                                       2008  $  33,502
                                                       2009  $       0


--------

*     Voluntary waiver excludes administrative fee waiver.


            Certain other clients of the Adviser may have investment objectives
and policies similar to those of the Fund. The Adviser may, from time to time,
make recommendations that result in the purchase or sale of the particular
security by its other clients simultaneously with the Fund. If transactions on
behalf of more than one client during the same period increase the demand for
securities being purchased or the supply of securities being sold, there may be
an adverse effect on price. It is the policy of the Adviser to allocate advisory
recommendations and the placing of orders in a manner that is deemed equitable
by the Adviser to the accounts involved, including the Fund. When two or more of
the clients of the Adviser (including the Fund) are purchasing or selling the
same security on a given day from the same broker or dealer, such transactions
may be averaged as to price.

            The Advisory Agreement is terminable with respect to any Portfolio
without penalty on 60 days' written notice by a vote of a majority of the
outstanding voting securities of such Portfolio or by a vote of a majority of
the Fund's Directors, or by the Adviser on 60 days' written notice, and will
automatically terminate in the event of its assignment. The Advisory Agreement
provides that in the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser, or of reckless disregard of its
obligations thereunder, the Adviser shall not be liable for any action or
failure to act in accordance with its duties thereunder.


            The Advisory Agreement continues in effect, provided that such
continuance is specifically approved at least annually by a vote of a majority
of the Fund's outstanding voting securities or by the Board, including in either
case approval by a majority of the Directors who are not parties to the Advisory
Agreement or "interested persons" of such parties, as defined by the 1940 Act.
Most recently, continuance of the Agreement was approved for an additional
annual term by the Board, including a majority of the Directors who are not
parties to the Advisory Agreement or interested persons of any such party, at
meetings held on May 5-7, 2009, August 4-6, 2009 and November 3-5, 2009.


            The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is investment adviser to
the following registered investment companies: AllianceBernstein Balanced
Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein
Bond Fund, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core
Opportunities Fund, Inc., AllianceBernstein Corporate Shares, AllianceBernstein
Diversified Yield Fund, Inc., AllianceBernstein Exchange Reserves,
AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Global Bond Fund,
Inc., AllianceBernstein Global Growth Fund, Inc., AllianceBernstein Global Real
Estate Investment Fund, Inc., AllianceBernstein Global Thematic Growth Fund,
Inc., AllianceBernstein Greater China '97 Fund, Inc., AllianceBernstein Growth
and Income Fund, Inc., AllianceBernstein High Income Fund, Inc.,
AllianceBernstein Institutional Funds, Inc., AllianceBernstein International
Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc.,
AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal
Income Fund II, AllianceBernstein Small/Mid Cap Growth Fund, Inc.,
AllianceBernstein Trust, AllianceBernstein Utility Income Fund, Inc., The
AllianceBernstein Pooling Portfolios, The AllianceBernstein Portfolios, Sanford
C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc., all registered
open-end investment companies; and to AllianceBernstein Global High Income Fund,
Inc., AllianceBernstein Income Fund, Inc., AllianceBernstein National Municipal
Income Fund, Inc., Alliance California Municipal Income Fund, Inc., Alliance New
York Municipal Income Fund, Inc., and The Ibero-America Fund, Inc., all
registered closed-end investment companies.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' PORTFOLIO MANAGERS

            Additional information regarding the investment professional(s)(3)
primarily responsible for the day-to-day management of each Portfolio's
portfolio may be found below. For additional information about the portfolio
management of each Portfolio, see "Management of the Portfolios - Portfolio
Managers" in the Portfolio's prospectus.

--------
(3)   Investment professionals at the Adviser include portfolio managers and
      research analysts. Investment professionals are part of investment groups
      (or teams) that service individual fund portfolios. The number of
      investment professionals assigned to a particular Portfolio will vary from
      Portfolio to Portfolio.

            None of the investment professionals identified below owned any
equity securities of the Portfolio directly or indirectly because shares of the
Portfolio are held through the separate accounts of certain life insurance
companies (the "Insurers").

ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO


            The day-to-day management of, and investment decisions for, the
Portfolio are made by the Adviser's U.S. Core Fixed Income Investment Team. Mr.
Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J.
Peebles and Mr. Greg J. Wilensky are the investment professionals with the most
significant responsibility for the day-to-day management of the Portfolio. For
additional information about the portfolio management of the Fund, see
"Management of the Fund - Portfolio Managers" in the Fund's prospectus.

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms.
Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
December 31, 2009.


--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Paul J. DeNoon            16       $  8,461,000,000    1           $12,000,000
-------------------------------------------------------------------------------
Shawn E. Keegan           37       $ 10,614,000,000   None             None
-------------------------------------------------------------------------------
Alison M. Martier         37       $ 10,614,000,000   None             None
-------------------------------------------------------------------------------
Douglas J. Peebles        79       $ 21,525,000,000   None             None
-------------------------------------------------------------------------------
Greg J. Wilensky          91       $413,425,000,000    1           $12,000,000
-------------------------------------------------------------------------------


--------------------------------------------------------------------------------

                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                  Total
                      Total                        Number of      Assets of
                      Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                      Pooled      Other Pooled     Vehicles       Vehicles
                      Investment  Investment       Managed with   Managed with
                      Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Paul J. DeNoon           28       $19,391,000,000      1          $  167,000,000
--------------------------------------------------------------------------------
Shawn E. Keegan          40       $   265,000,000    None               None
--------------------------------------------------------------------------------
Alison M. Martier        40       $   265,000,000    None               None
--------------------------------------------------------------------------------
Douglas J. Peebles      106       $29,754,000,000      1          $3,583,000,000
--------------------------------------------------------------------------------
Greg J. Wilensky         74       $ 3,268,000,000      3          $  396,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total                        Other          Other
                      Number of                    Accounts       Accounts
                      Other       Total Assets of  Managed with   with
                      Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Paul J. DeNoon           55      $18,940,000,000     4           $2,102,000,000
-------------------------------------------------------------------------------
Shawn E. Keegan          92      $ 6,847,000,000     2            $ 629,000,000
-------------------------------------------------------------------------------
Alison M. Martier        92      $ 6,847,000,000     2            $ 629,000,000
-------------------------------------------------------------------------------
Douglas J. Peebles      320      $76,290,000,000     12          $4,884,000,000
-------------------------------------------------------------------------------
Greg J. Wilensky        198      $12,555,000,000     3           $1,278,000,000
-------------------------------------------------------------------------------


ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's U.S. Large Cap Growth Portfolio Oversight
Group. Mr. P. Scott Wallace, Mr. David F. Randell, Mr. Joseph R. Elegante and
Mr. Jason P. Ley are the investment professionals with the most significant
responsibility for the day-to-day management of the Portfolio. For additional
information about the portfolio management of the Fund, see "Management of the
Fund - Portfolio Managers" in the Fund's prospectus

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Mr. James G. Reilly, Mr. P. Scott Wallace and Mr.
Michael J. Reilly also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of December 31, 2009.


--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                      Registered  Registered       Companies      Companies
                      Investment  Investment       Managed with   Managed with
                      Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

P. Scott Wallace        42        $8,881,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
David F. Randell        42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
Joseph R. Elegante      42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
Jason P. Ley            42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

P. Scott Wallace          42       $807,000,000         None           None
--------------------------------------------------------------------------------
David F. Randell          42       $807,000,000         None           None
--------------------------------------------------------------------------------
Joseph R. Elegante        42       $807,000,000         None           None
--------------------------------------------------------------------------------
Jason P. Ley              42       $807,000,000         None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total                        Other          Other
                        Number of                    Accounts       Accounts
                        Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

P. Scott Wallace        33,905      $22,027,000,000     5           $512,000,000
--------------------------------------------------------------------------------
David F. Randell        33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------
Joseph R. Elegante      33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------
Jason P. Ley            33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

            Mr. Frank Caruso is the investment professional primarily
responsible for the day-to-day management of the Portfolio's portfolio. Mr.
Caruso does not own any equity securities of the Portfolio directly or
indirectly because shares of the Portfolio are held through the separate
accounts of certain Insurers. The following tables provide information regarding
registered investment companies other than the Portfolio, other pooled
investment vehicles and other accounts over which Mr. Caruso also has day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of the
Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                   Total
                                          Number of                Assets of
Total                Total                Registered               Registered
Number of            Assets of            Investment               Investment
Registered           Registered           Companies                Companies
Investment           Investment           Managed with             Managed with
Companies            Companies            Performance-             Performance-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

   8                 $4,259,000,000          None                     None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                   Total
                                          Number of                Assets of
Total                Total                Pooled                   Pooled
Number of            Assets of            Investment               Investment
Pooled               Pooled               Vehicles                 Vehicles
Investment           Investment           Managed with             Managed with
Vehicles             Vehicles             Performance-             Performance-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

   6                 $87,000,000             None                     None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                            Number of             Total
Total                 Total                 Other                 Assets of
Number of             Assets of             Accounts              Other
Other                 Other                 Managed with          Accounts with
Accounts              Accounts              Performance-          Performance-
Managed               Managed               based Fees            based Fees
--------------------------------------------------------------------------------

   25                 $3,523,000,000           None               $2,739,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN GROWTH PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's U.S. Growth senior sector analysts, with
oversight by the Adviser's U.S. Growth Team. Mr. William D. Baird, Mr. Frank V.
Caruso, Ms. Lisa A. Shalett, Mr. P. Scott Wallace and Mr. Vadim Zlotnikov are
the investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                      Registered  Registered       Companies      Companies
                      Investment  Investment       Managed with   Managed with
                      Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

William D. Baird         3        $  937,000,000      None             None
--------------------------------------------------------------------------------
Frank V. Caruso          8        $5,211,000,000      None             None
--------------------------------------------------------------------------------
Lisa A. Shalett         14        $3,160,000,000      None             None
--------------------------------------------------------------------------------
P. Scott Wallace        44        $9,224,000,000        2         $2,911,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         11        $3,078,000,000      None             None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

William D. Baird          2       $    6,000,000      None            None
------------------------------------------------------------------------------
Frank V. Caruso           6       $   87,000,000      None            None
------------------------------------------------------------------------------
Lisa A. Shalett          50       $9,637,000,000      None        $347,000,000
------------------------------------------------------------------------------
P. Scott Wallace         44       $  813,000,000      None            None
------------------------------------------------------------------------------
Vadim Zlotnikov          48       $    9,620,000      None        $347,000,000
------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total                        Other          Other
                      Number of                    Accounts       Accounts
                      Other       Total Assets of  Managed with   with
                      Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

William D. Baird          6      $  1,617,000,000      1          $1,165,000,000
--------------------------------------------------------------------------------
Frank V. Caruso          25      $  3,523,000,000      2          $2,739,000,000
--------------------------------------------------------------------------------
Lisa A. Shalett         382      $ 18,316,000,000     38          $2,684,000,000
--------------------------------------------------------------------------------
P. Scott Wallace     33,910      $ 22,027,000,000      5          $  512,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         375      $ 17,264,000,000     37          $2,589,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO


            The day-to-day management of, and investment decisions for, the
Portfolio's portfolio are made by the Adviser's Global Thematic Growth Portfolio
Oversight Group, headed by Ms. Catherine D. Wood and comprised of
representatives of the Adviser's Global Economic Research Team, Growth
Quantitative Research Team, Early Stage Growth Team and Research on Strategic
Change Team. Each Investment Team relies heavily on the fundamental analysis and
research of the Adviser's large internal research staff.

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Ms. Catherine D. Wood, Ms. Amy P. Raskin, Mr.
Joseph G. Carson, Ms. Lisa A. Shalett and Mr. Vadim Zlotnikov also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.


--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                              (excluding the Fund)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Catherine D. Wood          5        $1,998,000,000      None           None
--------------------------------------------------------------------------------
Amy P. Raskin              3        $1,224,000,000      None           None
--------------------------------------------------------------------------------
Joseph G. Carson           3        $1,224,000,000      None           None
--------------------------------------------------------------------------------
Lisa A. Shalett           14        $3,054,000,000      None           None
--------------------------------------------------------------------------------
Vadim Zlotnikov           11        $2,972,000,000      None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Catherine D. Wood         29        $3,555,000,000      None            None
--------------------------------------------------------------------------------
Amy P. Raskin             27        $3,349,000,000      None            None
--------------------------------------------------------------------------------
Joseph G. Carson          27        $3,349,000,000      None            None
--------------------------------------------------------------------------------
Lisa A. Shalett           50        $9,637,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov           48        $9,620,000,000      None        $347,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total                        Other          Other
                      Number of                    Accounts       Accounts
                      Other       Total Assets of  Managed with   with
                      Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Catherine D. Wood       156      $  1,257,000,000     None             None
--------------------------------------------------------------------------------
Amy P. Raskin           151      $    805,000,000     None             None
--------------------------------------------------------------------------------
Joseph G. Carson        151      $    805,000,000     None             None
--------------------------------------------------------------------------------
Lisa A. Shalett         382      $ 18,316,000,000      38         $2,684,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         375      $ 17,264,000,000      37         $2,589,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolios are made by the Multi-Asset Solutions Team. Mr. Seth J. Masters, Mr.
Dokyoung Lee, Mr. Thomas J. Fontaine, Mr. Christopher H. Nikolich and Mr.
Patrick J. Rudden are the investment professionals with the most significant
responsibility for the day-to-day management of the Portfolio's portfolio.

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day responsibilities for coordinating investments. The tables provide the
numbers of such accounts, the total assets in such accounts and the number of
accounts and total assets whose fees are based on performance. The information
is provided as of the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                      (excluding the referenced Portfolio)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Seth J. Masters            77       $27,249,000,000     None           None
--------------------------------------------------------------------------------
Dokyoung Lee               75       $26,410,000,000     None           None
--------------------------------------------------------------------------------
Thomas J. Fontaine         77       $27,249,000,000     None           None
--------------------------------------------------------------------------------
Christopher H. Nikolich    86       $42,072,000,000     None           None
--------------------------------------------------------------------------------
Patrick J. Rudden          64       $19,463,000,000     None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                       OTHER POOLED INVESTMENT VEHICLES*
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Seth J. Masters            366      $16,254,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Dokyoung Lee               363      $16,181,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Thomas J. Fontaine         366      $16,254,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Christopher H. Nikolich    367      $16,433,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Patrick J. Rudden          333      $15,327,000,000     11          $657,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                OTHER ACCOUNTS*
--------------------------------------------------------------------------------
                                                                  Total
                                                    Number of     Assets of
                        Total                       Other         Other
                        Number of                   Accounts      Accounts
                        Other      Total Assets of  Managed with  with
                        Accounts   Other Accounts   Performance-  Performance-
Portfolio Manager       Managed    Managed          based Fees    based Fees
--------------------------------------------------------------------------------

Seth J. Masters            204     $37,956,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Dokyoung Lee               184     $36,342,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Thomas J. Fontaine         204     $37,956,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Christopher H. Nikolich    239     $47,164,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Patrick J. Rudden          181     $35,145,000,000     23         $3,240,000,000
--------------------------------------------------------------------------------


--------
*     The Pooled Investment Vehicles and Other Accounts tables above provide
      information regarding Messrs. Masters, Lee, Fontaine, Nikolich and Rudden
      for AllianceBernstein Balanced Wealth Strategy Portfolio.



ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the International Growth Portfolio Oversight Group, which
is comprised of senior members of the Global Emerging Growth Investment Team and
the International Large Cap Growth Investment Team. Mr. Gregory D. Eckersley,
Mr. Robert W. Scheetz and Mr. Christopher M. Toub are the investment
professionals with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio.

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Gregory D. Eckersley       59      $  8,628,000,000     None           None
--------------------------------------------------------------------------------
Robert W. Scheetz          61      $ 10,056,000,000     None           None
--------------------------------------------------------------------------------
Christopher M. Toub        59      $  8,628,000,000     None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Gregory D. Eckersley      98        $8,534,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Robert W. Scheetz         99        $8,601,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Christopher M. Toub       98        $8,534,000,000      None        $347,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total                        Other          Other
                      Number of                    Accounts       Accounts
                      Other       Total Assets of  Managed with   with
                      Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Gregory D. Eckersley    281       $22,021,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------
Robert W. Scheetz       282       $22,157,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------
Christopher M. Toub     281       $22,021,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Small Cap Growth Investment Team. Mr. Bruce K. Aronow,
Mr. N. Kumar Kirpalani, Ms. Samantha Lau and Mr. Wen-Tse Tseng are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.

            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Bruce K. Aronow           44        $3,146,000,000      None           None
--------------------------------------------------------------------------------
N. Kumar Kirpalani        40        $2,271,000,000      None           None
--------------------------------------------------------------------------------
Samantha Lau              40        $2,271,000,000      None           None
--------------------------------------------------------------------------------
Wen-Tse Tseng             40        $2,271,000,000      None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Bruce K. Aronow           46        $89,000,000         None           None
--------------------------------------------------------------------------------
N. Kumar Kirpalani        44        $82,000,000         None           None
--------------------------------------------------------------------------------
Samantha Lau              44        $82,000,000         None           None
--------------------------------------------------------------------------------
Wen-Tse Tseng             44        $82,000,000         None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total                        Other          Other
                        Number of                    Accounts       Accounts
                        Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Bruce K. Aronow          27         $1,712,000,000      3           $304,000,000
--------------------------------------------------------------------------------
N. Kumar Kirpalani       22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------
Samantha Lau             22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------
Wen-Tse Tseng            22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the REIT Senior Investment Management Team. Ms. Teresa
Marziano, Ms. Diane Won and Mr. Prashant Tewari are the investment professionals
with the most significant responsibility for the day-to-day management of the
Portfolio's portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total       Total            Registered     Registered
                        Number of   Assets of        Investment     Investment
                        Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Teresa Marziano           36        $2,062,000,000      None           None
--------------------------------------------------------------------------------
Prashant Tewari           36        $2,062,000,000      None           None
--------------------------------------------------------------------------------
Diane Won                 36        $2,062,000,000      None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Teresa Marziano           69        $196,000,000        None           None
--------------------------------------------------------------------------------
Prashant Tewari           69        $196,000,000        None           None
--------------------------------------------------------------------------------
Diane Won                 69        $196,000,000        None           None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                    Total
                                                     Number of      Assets of
                        Total                        Other          Other
                        Number of                    Accounts       Accounts
                        Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Teresa Marziano              4      $343,000,000        None           None
--------------------------------------------------------------------------------
Prashant Tewari              4      $343,000,000        None           None
--------------------------------------------------------------------------------
Diane Won                    4      $343,000,000        None           None
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the International Value Senior Investment Management Team.
Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D'Auria and Mr. Eric J.
Franco are the investment professionals with the most significant responsibility
for the day-to-day management of the Portfolio's portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities(4) The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------
(4)   Each investment vehicle or account represented in the chart, for which the
      investment professionals have portfolio management responsibility, is
      based upon one of eleven model portfolios. Each vehicle or account differs
      from its respective model portfolio only to a limited extent based on
      specific client requirements relating to tax considerations, cash flows
      due to the frequency and amount of investments, the client's country of
      residence and currency strategies related thereto, and/or client-imposed
      investment restrictions regarding particular types of companies or
      industries.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                      Registered  Registered       Companies      Companies
                      Investment  Investment       Managed with   Managed with
                      Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Sharon E. Fay           203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Kevin F. Simms          203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Henry S. D'Auria        203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Eric J. Franco          67        $    14,988,000     3           $2,087,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Sharon E. Fay            289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Kevin F. Simms           289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Henry S. D'Auria         289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Eric J. Franco            39        $ 6,312,000,000     1               None
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                 Total
                                                  Number of      Assets of
                     Total                        Other          Other
                     Number of                    Accounts       Accounts
                     Other       Total Assets of  Managed with   with
                     Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager    Managed     Managed          based Fees     based Fees
-------------------------------------------------------------------------------

Sharon E. Fay        33,961      $96,303,000,000     83          $9,324,000,000
-------------------------------------------------------------------------------
Kevin F. Simms       33,961      $96,303,000,000     83          $9,324,000,000
-------------------------------------------------------------------------------
Henry S. D'Auria     33,961      $96,303,000,000     83          $9,324,000,000
-------------------------------------------------------------------------------
Eric J. Franco          146      $16,686,000,000      6          $  809,000,000
-------------------------------------------------------------------------------


ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Small/Mid Cap Value Senior Investment Management Team.
Mr. James W. MacGregor, Mr. Andrew J. Weiner and Mr. Joseph G. Paul are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2009.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                      Registered  Registered       Companies      Companies
                      Investment  Investment       Managed with   Managed with
                      Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

James W. MacGregor      148      $ 34,574,000,000       3         $6,896,000,000
--------------------------------------------------------------------------------
Andrew J. Weiner         41      $  2,355,000,000     None             None
--------------------------------------------------------------------------------
Joseph G. Paul          185      $ 36,686,000,000       3         $6,896,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

James W. MacGregor        204      $ 16,056,000,000       1         $296,000,000
--------------------------------------------------------------------------------
Andrew J. Weiner           47      $    176,000,000     None            None
--------------------------------------------------------------------------------
Joseph G. Paul            273      $ 16,252,000,000       1         $296,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                    Number of     Assets of
                    Total                           Other         Other
                    Number of                       Accounts      Accounts
                    Other          Total Assets of  Managed with  with
                    Accounts       Other Accounts   Performance-  Performance-
Portfolio Manager   Managed        Managed          based Fees    based Fees
--------------------------------------------------------------------------------

James W. MacGregor  33,845,000,000  $78,089,000,000    64        $6,492,000,000
--------------------------------------------------------------------------------
Andrew J. Weiner                36  $   858,000,000   None            None
--------------------------------------------------------------------------------
Joseph G. Paul      33,849,000,000  $78,432,000,000    64        $6,492,000,000
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN VALUE PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the North American Value Senior Investment Management
Team. Mr. Joseph G. Paul, Mr. Christopher W. Marx, Mr. John D. Phillips, Jr. and
Mr. David Yuen are the investment professionals with the most significant
responsibility for the day-to-day management of the Portfolio's portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities.(5) The tables provide the numbers of
such accounts, the total assets in such accounts and the number of accounts and
total assets whose fees are based on performance. The information is provided as
of the Portfolio's fiscal year ended December 31, 2009.

--------
(5)   Each investment vehicle or account represented in the chart, for which the
      investment professionals have portfolio management responsibility, is
      based upon one of three model portfolios. Each vehicle or account differs
      from its respective model portfolio only to a limited extent based on
      specific client requirements relating to tax considerations, cash flows
      due to the frequency and amount of investments, the client's country of
      residence and currency strategies related thereto, and/or client-imposed
      investment restrictions regarding particular types of companies or
      industries.

--------------------------------------------------------------------------------
                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                      Registered  Registered       Companies      Companies
                      Investment  Investment       Managed with   Managed with
                      Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Joseph G. Paul           185      $36,870,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Christopher W. Marx      63       $11,550,000,000     1           $3,881,000,000
--------------------------------------------------------------------------------
John D. Phillips, Jr.    63       $11,550,000,000     1           $3,881,000,000
--------------------------------------------------------------------------------
David Yuen               43       $34,757,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                                    Total
                        Total                        Number of      Assets of
                        Number of                    Pooled         Pooled
                        Other       Total Assets of  Investment     Investment
                        Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Joseph G. Paul             273      $16,252,000,000       1         $296,000,000
--------------------------------------------------------------------------------
Christopher W. Marx         50      $ 1,535,000,000     None            None
--------------------------------------------------------------------------------
John D. Phillips, Jr.       50      $ 1,535,000,000     None            None
--------------------------------------------------------------------------------
David Yuen                 204      $16,056,000,000       1         $296,000,000
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                       Total                       Other          Other
                       Number of                   Accounts       Accounts
                       Other      Total Assets of  Managed with   with
                       Accounts   Other Accounts   Performance-   Performance-
Portfolio Manager      Managed    Managed          based Fees     based Fees
--------------------------------------------------------------------------------

Joseph G. Paul         33,849     $78,432,000,000     64          $6,492,000,000
--------------------------------------------------------------------------------
Christopher W. Marx    33,339     $23,214,000,000      8          $  629,000,000
--------------------------------------------------------------------------------
John D. Phillips, Jr.  33,339     $23,214,000,000      8          $  629,000,000
--------------------------------------------------------------------------------
David Yuen             33,845     $78,089,000,000     64          $6,492,000,000
--------------------------------------------------------------------------------


Investment Professional Conflict of Interest Disclosure
-------------------------------------------------------

            As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.

            Employee Personal Trading. The Adviser has adopted a Code of
Business Conduct and Ethics that is designed to detect and prevent conflicts of
interest when investment professionals and other personnel of the Adviser own,
buy or sell securities which may be owned by, or bought or sold for, clients.
Personal securities transactions by an employee may raise a potential conflict
of interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in the AllianceBernstein Mutual Funds through direct
purchase and/or notionally in connection with deferred incentive compensation
awards. The Adviser's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated
broker-dealers approved by the Adviser. The Code also requires preclearance of
all securities transactions (except transactions in open-end mutual funds) and
imposes a one-year holding period for securities purchased by employees to
discourage short-term trading.

            Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. No investment professional that manages client
accounts carrying performance fees is compensated directly or specifically for
the performance of those accounts. Investment professional compensation reflects
a broad contribution in multiple dimensions to long-term investment success for
our clients and is not tied specifically to the performance of any particular
client's account, nor is it directly tied to the level or change in level of
assets under management.

            Allocating Investment Opportunities. The Adviser has policies and
procedures intended to address conflicts of interest relating to the allocation
of investment opportunities. These policies and procedures are designed to
ensure that information relevant to investment decisions is disseminated
promptly within its portfolio management teams and investment opportunities are
allocated equitably among different clients. The investment professionals at the
Adviser routinely are required to select and allocate investment opportunities
among accounts. Portfolio holdings, position sizes, and industry and sector
exposures tend to be similar across similar accounts, which minimizes the
potential for conflicts of interest relating to the allocation of investment
opportunities. Nevertheless, investment opportunities may be allocated
differently among accounts due to the particular characteristics of an account,
such as size of the account, cash position, tax status, risk tolerance and
investment restrictions or for other reasons.

            The Adviser's procedures are also designed to prevent potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which the
Adviser could share in investment gains.

            To address these conflicts of interest, the Adviser's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable
allocation among accounts; and limitations on short sales of securities. These
procedures also require documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account.

Portfolio Manager Compensation
------------------------------

            The Adviser's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success
for our clients, including shareholders of the AllianceBernstein Mutual Funds.
Investment professionals do not receive any direct compensation based upon the
investment returns of any individual client account, nor is compensation tied
directly to the level or change in level of assets under management. Investment
professionals' annual compensation is comprised of the following:

            (i) Fixed base salary: This is generally the smallest portion of
compensation. The base salary is a relatively low, fixed salary within a similar
range for all investment professionals. The base salary is determined at the
outset of employment based on level of experience, does not change significantly
from year-to-year and hence, is not particularly sensitive to performance.

            (ii) Discretionary incentive compensation in the form of an annual
cash bonus: The Adviser's overall profitability determines the total amount of
incentive compensation available to investment professionals. This portion of
compensation is determined subjectively based on qualitative and quantitative
factors. In evaluating this component of an investment professional's
compensation, the Adviser considers the contribution to his/her team or
discipline as it relates to that team's overall contribution to the long-term
investment success, business results and strategy of the Adviser. Quantitative
factors considered include, among other things, relative investment performance
(e.g., by comparison to competitor or peer group funds or similar styles of
investments, and appropriate, broad-based or specific market indices), and
consistency of performance. There are no specific formulas used to determine
this part of an investment professional's compensation and the compensation is
not tied to any pre-determined or specified level of performance. The Adviser
also considers qualitative factors such as the complexity and risk of investment
strategies involved in the style or type of assets managed by the investment
professional; success of marketing/business development efforts and client
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of the Adviser's leadership criteria.

            (iii) Discretionary incentive compensation in the form of awards
under the Adviser's Partners Compensation Plan ("deferred awards"): The
Adviser's overall profitability determines the total amount of deferred awards
available to investment professionals. The deferred awards are allocated among
investment professionals based on criteria similar to those used to determine
the annual cash bonus. There is no fixed formula for determining these amounts.
Deferred awards, for which there are various investment options, vest over a
four-year period and are generally forfeited if the employee resigns or the
Adviser terminates his/her employment. Investment options under the deferred
awards plan include many of the same AllianceBernstein Mutual Funds offered to
mutual fund investors, thereby creating a close alignment between the financial
interests of the investment professionals and those of the Adviser's clients and
mutual fund shareholders with respect to the performance of those mutual funds.
The Adviser also permits deferred award recipients to allocate up to 50% of
their award to investments in the Adviser's publicly traded equity
securities.(6)

--------
(6)   Prior to 2002, investment professional compensation also included
      discretionary long-term incentive in the form of restricted grants of the
      Adviser's Master Limited Partnership Units.

            (iv) Contributions under the Adviser's Profit Sharing/401(k) Plan:
The contributions are based on the Adviser's overall profitability. The amount
and allocation of the contributions are determined at the sole discretion of the
Adviser.

Distribution Services Agreement
-------------------------------

            The Fund has entered into a Distribution Services Agreement (the
"Agreement") with ABI, the Fund's principal underwriter, to permit ABI to
distribute the Fund's shares and to permit the Fund to pay distribution services
fees to defray expenses associated with distribution of its Class B shares in
accordance with a plan of distribution which has been duly adopted and approved
in accordance with Rule 12b-1 adopted by the Commission under the 1940 Act (the
"Rule 12b-1 Plan").


            Distribution services fees are accrued daily and paid monthly and
charged as expenses of the Fund as accrued. Under the Agreement, the Treasurer
of the Fund reports the amounts expended under the Rule 12b-1 Plan and the
purposes for which such expenditures were made to the Directors of the Fund on a
quarterly basis. Also, the Agreement provides that the selection and nomination
of Directors who are not "interested persons" of the Fund, as defined in the
1940 Act, are committed to the discretion of such independent Directors then in
office. The Agreement was initially approved by the Directors of the Fund at a
meeting held on January 6, 1999. Most recently, continuance of the Agreement was
approved for an additional annual term by the Board, including a majority of the
Directors who are not parties to the Agreement or interested persons of such
party, at a meeting held on May 6-8, 2008.


            The Agreement continues in effect from year to year, provided that
such continuance is specifically approved at least annually by the Directors of
the Fund or by vote of the holders of a majority of the outstanding Class B
shares (as defined in the 1940 Act) and, in either case, by a majority of the
Directors of the Fund who are not parties to the Agreement or interested
persons, as defined in the 1940 Act, of any such party (other than as directors
of the Fund) and who have no direct or indirect financial interest in the
operation of the Rule 12b-1 Plan or any agreement related thereto.

            The Adviser may from time to time and from its own funds or such
other resources as may be permitted by rules of the Commission make payments for
distribution services to ABI; the latter may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance. ABI
will pay for printing and distributing prospectuses or reports prepared for its
use in connection with the offering of the Class B shares to the public and
preparing, printing and mailing any other literature or advertising in
connection with the offering of the Class B shares to the public. ABI will pay
all fees and expenses in connection with its qualification and registration as a
broker or dealer under federal and state laws and of any activity which is
primarily intended to result in the sale of Class B shares issued by the Fund,
unless the plan of distribution in effect for Class B shares provides that the
Fund shall bear some or all of such expenses.

            In the event that the Agreement is terminated or not continued with
respect to the Class B shares of a Portfolio, (i) no distribution services fees
(other than current amounts accrued but not yet paid) would be owed by the Fund
to ABI with respect to Class B shares of such Portfolio and (ii) the Fund would
not be obligated to pay ABI for any amounts expended under the Agreement not
previously recovered by ABI from distribution services fees in respect of shares
of such class or through deferred sales charges.


            During the fiscal year ended December 31, 2009, the
AllianceBernstein Money Market Portfolio, AllianceBernstein Intermediate Bond
Portfolio, AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein
Growth and Income Portfolio, AllianceBernstein Growth Portfolio,
AllianceBernstein International Growth Portfolio, AllianceBernstein Global
Thematic Growth Portfolio, AllianceBernstein Small Cap Growth Portfolio,
AllianceBernstein Real Estate Investment Portfolio, AllianceBernstein
International Value Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio,
AllianceBernstein Value Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio paid distribution services fees for expenditures under the Agreement,
with respect to Class B shares, in amounts aggregating, $99,406 (of this amount,
the Adviser voluntarily waived $69,704 for the fiscal year ended December 31,
2009), $100,575, $506,526, $1,966,477, $140,376, $135,618, $275,358, $30,711,
$24,600, $4,222,056, $546,617, $489,588, and $896,107, respectively, which
constituted approximately .25% of each Portfolio's aggregate average daily net
assets attributable to Class B shares during the period. The Adviser made
payments from its own resources as described above aggregating $73,745,
$308,774, $384,191, $456,899, $241,444, $206,757, $258,612, $182,623, $32,826,
$1,109,209, $299,714, $358,073 and $530,405 for the AllianceBernstein Money
Market Portfolio, AllianceBernstein Intermediate Bond Portfolio,
AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein Growth and
Income Portfolio, AllianceBernstein Growth Portfolio, AllianceBernstein
International Growth Portfolio, AllianceBernstein Global Thematic Growth
Portfolio, AllianceBernstein Small Cap Growth Portfolio, AllianceBernstein Real
Estate Investment Portfolio, AllianceBernstein International Value Portfolio,
AllianceBernstein Small/Mid Cap Value Portfolio, AllianceBernstein Value
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio,
respectively.


            For the fiscal year ended December 31, 2009, expenses incurred by
each Portfolio and costs allocated to each Portfolio in connection with
activities primarily intended to result in the sale of Class B shares were as
follows:





                       AllianceBernstein   AllianceBernstein   AllianceBernstein   AllianceBernstein
                       Money Market        Intermediate Bond   Large Cap Growth    Growth and Income
Category of Expense    Portfolio           Portfolio           Portfolio           Portfolio
-------------------    -----------------   -----------------   -----------------   ----------------
                                                                       

Advertising/
Marketing              $0                  $0                  $0                  $0

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other Than Current
Shareholders           $79,555             $246,673            $680,075            $2,180,876

Compensation to
Underwriters           $9,743              $83,874             $108,036            $122,402

Compensation to
Dealers                $10,184             $37,807             $50,225             $57,559

Compensation to Sales
Personnel              $0                  $0                  $0                  $0

Interest, Carrying or
Other Financing
Charges                $0                  $0                  $0                  $0

Other (includes
personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)              $3,965              $40,995             $52,381             $62,539

Totals                 $103,447            $409,349            $890,717            $2,423,376
                       ========            ========            ========            ==========








                                           AllianceBernstein   AllianceBernstein   AllianceBernstein
                       AllianceBernstein   International       Global Thematic     Small Cap Growth
Category of Expense    Growth Portfolio    Growth Portfolio    Growth Portfolio    Portfolio
-------------------    -----------------   -----------------   -----------------   ----------------
                                                                       

Advertising/
Marketing              $0                  $27                 $0                  $0

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders           $252,485            $236,010            $397,241            $117,312

Compensation to
Underwriters           $66,556             $56,151             $70,005             $49,100

Compensation to
Dealers                $31,286             $22,509             $32,848             $22,738

Compensation to Sales
Personnel              $0                  $0                  $0                  $0

Interest, Carrying or
Other Financing
Charges                $0                  $0                  $0                  $0

Other (includes
personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)              $31,493             $27,678             $33,876             $24,184

Totals                 $381,820            $342,375            $533,970            $213,334
                       ========            ========            ========            ========





                       AllianceBernstein
                       Real Estate         AllianceBernstein   AllianceBernstein
                       Investment          International       Small/Mid Cap       AllianceBernstein
Category of Expense    Portfolio           Value Portfolio     Value Portfolio     Value Portfolio
-------------------    -----------------   -----------------   -----------------   ----------------
                                                                       

Advertising/
Marketing              $0                  $0                  $0                  $0

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders           $38,541             $4,746,048          $687,345            $657,991

Compensation to
Underwriters           $8,446              $300,584            $81,130             $97,407

Compensation to
Dealers                $6,244              $134,155            $38,541             $45,176

Compensation to Sales
Personnel              $0                  $0                  $0                  $0

Interest, Carrying or
Other Financing
Charges                $0                  $0                  $0                  $0

Other (includes
personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)              $4,195              $150,478            $39,315             $47,087

Totals                 $57,426             $5,331,265          $846,331            $847,661
                       =======             ==========          ========            ========


                       AllianceBernstein
                       Balanced Wealth
Category of Expense    Strategy Portfolio
-------------------    ------------------


Advertising/
Marketing              $0

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders           $1,145,491

Compensation to
Underwriters           $143,987

Compensation to
Dealers                $67,704

Compensation to Sales
Personnel              $0

Interest, Carrying or
Other Financing
Charges                $0

Other (includes
personnel costs of
those home office
employees involved in
the distribution
effort and the
travel-related
expenses incurred by
the marketing
personnel conducting
seminars)              $69,330

Totals                 $1,426,512
                       ==========





--------------------------------------------------------------------------------

                       PURCHASE AND REDEMPTION OF SHARES

--------------------------------------------------------------------------------

            The following information supplements that set forth in the
Portfolios' Prospectuses under the heading "Investing in the Portfolios".

            Shares of each Portfolio are offered at NAV on a continuous basis to
the separate accounts of the Insurers without any sales or other charge. The
separate accounts of insurance companies place orders to purchase shares based
on, among other things, the amount of premium payments to be invested and
surrendered and transfer requests to be effected pursuant to variable contracts
funded by shares of the Portfolio. The Fund reserves the right to suspend the
sale of its shares in response to conditions in the securities markets or for
other reasons. See the prospectus of the separate account of the participating
insurance company for more information on the purchase of shares.

            The Insurers maintain omnibus account arrangements with the Fund in
respect of one or more Portfolios and place aggregate purchase, redemption and
exchange orders for shares of a Portfolio corresponding to orders placed by the
Insurer's customers ("Contractholders") who have purchased contracts from the
Insurers, in each case, in accordance with the terms and conditions of the
relevant contract. Omnibus account arrangements maintained by the Insurers are
discussed below under "Limitations on Ability to Detect and Curtail Excessive
Trading Practices".

            The Board has adopted polices and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that might disadvantage long-term Contractholders. These
policies are described below. Each Portfolio reserves the right to restrict,
reject or cancel, without any notice, any purchase or exchange order for any
reason, including any purchase or exchange order accepted by any Insurer or a
Contractholder's financial intermediary.

            Risks Associated with Excessive or Short-term Trading Generally.
While the Fund will try to prevent market timing by utilizing the procedures
described below, these procedures may not be successful in identifying or
stopping excessive or short-term trading attributable to particular
Contractholders in all circumstances. By realizing profits through short-term
trading, Contractholders that engage in rapid purchases and sales or exchanges
of a Portfolio's shares dilute the value of shares held by long-term
Contractholders. Volatility resulting from excessive purchases and sales or
exchanges of shares of a Portfolio, especially involving large dollar amounts,
may disrupt efficient portfolio management. In particular, a Portfolio may have
difficulty implementing its long-term investment strategies if it is forced to
maintain a higher level of its assets in cash to accommodate significant
short-term trading activity. Excessive purchases and sales or exchanges of
shares of a Portfolio may force the Portfolio to sell portfolio securities at
inopportune times to raise cash to accommodate short-term trading activity. In
addition, a Portfolio may incur increased expenses if one or more
Contractholders engage in excessive or short-term trading. For example, a
Portfolio may be forced to liquidate investments as a result of short-term
trading attributable to one or more Contractholders and incur increased
brokerage costs without attaining any investment advantage. Similarly, a
Portfolio may bear increased administrative costs due to asset level and
investment volatility that accompanies patterns of short-term trading activity.
All of these factors may adversely affect a Portfolio's performance.

            Investments in securities of foreign issuers may be particularly
susceptible to short-term trading strategies. This is because securities of
foreign issuers are typically traded on markets that close well before the time
a fund calculates its NAV at 4:00 p.m., Eastern time, which gives rise to the
possibility that developments may have occurred in the interim that would affect
the value of these securities. The time zone differences among international
stock markets can allow a Contractholder engaging in a short-term trading
strategy to exploit differences in share prices that are based on closing prices
of securities of foreign issuers established some time before the Fund
calculates its own share price (referred to as "time zone arbitrage").

            Contractholders engaging in a short-term trading strategy may also
target a Portfolio that does not invest primarily in securities of foreign
issuers. Any Portfolio that invests in securities that are, among other things,
thinly traded, traded infrequently, or relatively illiquid has the risk that the
current market price for the securities may not accurately reflect current
market values. Contractholders may seek to engage in short-term trading to take
advantage of these pricing differences (referred to as "price arbitrage").
Portfolios that may be adversely affected by price arbitrage include, in
particular, those Portfolios that significantly invest in small cap securities,
technology and other specific industry sector securities, and in certain
fixed-income securities, such as high yield bonds, asset-backed securities, or
municipal bonds.

            Money market funds generally are not effective vehicles for
short-term trading activity, and therefore the risks relating to short-term
trading activity are correspondingly lower for the Money Market Portfolio.

            Policy Regarding Short-term Trading. Purchases and exchanges of
shares of the Portfolios should be made for investment purposes only. The Fund
seeks to prevent patterns of excessive purchases and sales or exchanges of
shares of the Portfolios. The Fund will seek to prevent such practices to the
extent they are detected by the procedures described below, subject to the
Fund's ability to monitor purchase, sale and exchange activity, and subject to
such limitations as may result from the terms and conditions contained in
certain of the contracts described below. The Fund reserves the right to modify
this policy, including any surveillance or account blocking procedures
established from time to time to effectuate this policy, at any time without
notice.

      Transaction Surveillance Procedures. The Fund, through its agents, ABI and
      ABIS, maintains surveillance procedures to detect excessive or short-term
      trading in Portfolio shares. This surveillance process involves several
      factors, which include scrutinizing individual Insurers' omnibus
      transaction activity in Portfolio shares in order to seek to ascertain
      whether any such activity attributable to one or more Contractholders
      might constitute excessive or short-term trading. Insurers' omnibus
      transaction activity identified by these surveillance procedures, or as a
      result of any other information actually available at the time, will be
      evaluated to determine whether such activity might indicate excessive or
      short-term trading activity attributable to one or more Contractholders.
      These surveillance procedures may be modified from time to time, as
      necessary or appropriate to improve the detection of excessive or
      short-term trading or to address specific circumstances.

      Account Blocking Procedures. If the Fund determines, in its sole
      discretion, that a particular transaction or pattern of transactions
      identified by the transaction surveillance procedures described above is
      excessive or short-term trading in nature, the relevant Insurers' omnibus
      account(s) will be immediately "blocked" and no future purchase or
      exchange activity will be permitted, except to the extent the Fund, ABI or
      ABIS has been informed in writing that the terms and conditions of a
      particular contract may limit the Fund's ability to apply its short-term
      trading policy to Contractholder activity as discussed below. As a result,
      any Contractholder seeking to engage through an Insurer in purchase or
      exchange activity in shares of one or more Portfolios under a particular
      contract will be prevented from doing so. However, sales of Portfolio
      shares back to the Portfolio or redemptions will continue to be permitted
      in accordance with the terms of the Portfolio's current Prospectus. In the
      event an account is blocked, certain account-related privileges, such as
      the ability to place purchase, sale and exchange orders over the internet
      or by phone, may also be suspended. An Insurer's omnibus account that is
      blocked will generally remain blocked unless and until the Insurer
      provides evidence or assurance acceptable to the Fund that one or more
      Contractholders did not or will not in the future engage in excessive or
      short-term trading.

      Applications of Surveillance Procedures and Restrictions to Omnibus
      Accounts. Omnibus account arrangements are common forms of holding shares
      of the Portfolios, particularly among certain financial intermediaries,
      including sponsors of retirement plans and variable insurance products.
      The Fund applies it surveillance procedures to these omnibus account
      arrangements. As required by Commission rules, the Fund has entered into
      agreements with all of its financial intermediaries that require the
      financial intermediaries to provide the Fund, upon the request of the Fund
      or its agents, with individual account level information about their
      transactions. If the Fund detects excessive trading through its monitoring
      of omnibus accounts, including trading at the individual account level,
      the financial intermediaries will also execute instructions from the Fund
      to take actions to curtail the activity, which may include applying blocks
      to accounts to prohibit future purchases and exchanges of Fund shares. For
      certain retirement plan accounts, the Fund may request that the retirement
      plan or other intermediary revoke the relevant participant's privilege to
      effect transactions in Fund shares via the internet or telephone, in which
      case the relevant participant must submit future transaction orders via
      the U.S. Postal Service (i.e., regular mail).

            Risks to Contractholders Resulting From Imposition of Account Blocks
in Response to Excessive Short-term Trading Activity. A Contractholder
identified as having engaged in excessive or short-term trading activity whose
account is "blocked" and who may not otherwise wish to redeem his or her shares
effectively may be "locked" into an investment in shares of one or more of the
Portfolios that the Contractholder did not intend to hold on a long-term basis
or that may not be appropriate for the Contractholder's risk profile. To rectify
this situation, a Contractholder with a "blocked" account may be forced to
redeem Portfolio shares, which could be costly if, for example, these shares
have declined in value, the Contractholder recently paid a front-end sales
charge or the shares are subject to a CDSC, or the sale results in adverse tax
consequences to the shareholder. To avoid this risk, a Contractholder should
carefully monitor the purchases, sales, and exchanges of Portfolio shares and
avoid frequent trading in Portfolio shares.

Limitations on Ability to Detect and Curtail Excessive Trading Practices.
-------------------------------------------------------------------------

            Insurers utilizing omnibus account arrangements may not identify to
the Fund, ABI or ABIS Contractholders' transaction activity relating to shares
of a particular Portfolio on an individual basis. Consequently, the Fund, ABI
and ABIS may not be able to detect excessive or short-term trading in shares of
a Portfolio attributable to a particular Contractholder who effects purchase and
redemption and/or exchange activity in shares of the Portfolio through an
Insurer acting in an omnibus capacity. In seeking to prevent excessive or
short-term trading in shares of the Portfolios, including the maintenance of any
transaction surveillance or account blocking procedures, the Fund, ABI and ABIS
consider the information actually available to them at the time.

            Contractholders should be aware that, even if the Fund, ABI or ABIS,
in its sole discretion, determines that a particular Insurer's omnibus
transaction activity in shares of a Portfolio attributable to one or more other
Contractholders may constitute excessive or short-term trading, the terms and
conditions of the relevant contract may limit the ability of the Fund, ABI or
ABIS, or the Insurer to curtail the Contractholder's activity. This means that
even after the detection of such possible Contractholder activity, the affected
Portfolio may continue to suffer the effects of excessive or short-term trading.

Redemption of Shares
--------------------

            An insurance company separate account may redeem all or any portion
of the shares in its account at any time at the NAV next determined after a
redemption request in the proper form is furnished to the Fund. Any certificates
representing shares being redeemed must be submitted with the redemption
request. Shares do not earn dividends on the day they are redeemed, regardless
of whether the redemption request is received before or after the time of
computation of NAV that day. There is no redemption charge. The redemption
proceeds will normally be sent within seven days.

            The right of redemption may be suspended or the date or payment may
be postponed for any period during which the Exchange is closed (other than
customary weekend and holiday closings) or during which the Commission
determines that trading thereon is restricted, or for any period during which an
emergency (as determined by the Commission) exists as a result of which disposal
by the Fund of securities owned by a Portfolio is not reasonably practicable or
as a result of which it is not reasonably practicable for the Fund fairly to
determine the value of a Portfolio's net assets, or for such other periods as
the Commission may by order permit for the protection of security holders of the
Portfolios. For information regarding how to redeem shares in the Portfolios,
please see your insurance company's separate account prospectus.

            The value of a shareholder's shares on redemption or repurchase may
be more or less than the cost of such shares to the shareholder, depending upon
the market value of the Portfolio's securities at the time of such redemption or
repurchase. Payment either in cash or in portfolio securities received by a
shareholder upon redemption or repurchase of his shares, assuming the shares
constitute capital assets in his hands, will result in long-term or short-term
capital gains (or loss) depending upon the shareholder's holding period and
basis in respect of the shares redeemed.

Payments to Financial Intermediaries
------------------------------------

            Financial intermediaries, such as the Insurers, market and sell
shares of the Portfolios and typically receive compensation for selling shares
of the Portfolios. This compensation is paid from various sources, including any
Rule 12b-1 fee that you or the Portfolios may pay.

            In the case of Class B shares, up to 100% of the Rule 12b-1 fee
applicable to Class B shares each year may be paid to the financial intermediary
that sells Class B shares.

            Insurers or your financial intermediary receives compensation from
the Portfolios, ABI and/or the Adviser in several ways from various sources,
which include some or all of the following:

            o     Rule 12b-1 fees;

            o     defrayal of costs for educational seminars and training;

            o     additional distribution support; and

            o     payments related to providing Contractholder recordkeeping
                  and/or administrative services.

            Please read your Portfolio's Prospectus carefully for information on
this compensation.

            ABI and/or the Adviser may pay Insurers or other financial
intermediaries to perform record-keeping and administrative services in
connection with the Portfolios. Such payments will generally not exceed 0.35% of
the average daily net assets of each Portfolio attributable to the Insurer.

            Other Payments for Educational Support and Distribution Assistance.
In addition to the fees described above, ABI, at its expense, currently provides
additional payments to the Insurers. These sums include payments to reimburse
directly or indirectly the costs incurred by the Insurers and their employees in
connection with educational seminars and training efforts about the Portfolios
for the Insurers' employees and/or their clients and potential clients. The
costs and expenses associated with these efforts may include travel, lodging,
entertainment and meals.


            For 2010, ABI's additional payments to these firms for educational
support and distribution assistance related to the Portfolios are expected to be
approximately $400,000. In 2009, ABI paid additional payments of approximately
$400,000 for the Portfolios.


            If one mutual fund sponsor that offers shares to separate accounts
of an Insurer makes greater distribution assistance payments than another, the
Insurer may have an incentive to recommend or offer the shares of funds of one
fund sponsor over another.

            Please speak with your financial intermediary to learn more about
the total amounts paid to your financial intermediary by the Funds, the Adviser,
ABI and by other mutual fund sponsors that offer shares to Insurers that may be
recommended to you. You should also consult disclosures made by your financial
intermediary at the time of purchase.

            ABI anticipates that the Insurers or their affiliates that will
receive additional payments for educational support include:


      AIG Advisor Group
      AXA Advisors
      Genworth Financial
      Lincoln Financial Distributors
      Merrill Lynch
      Pacific Life Insurance Co.
      Prudential
      RiverSource Distributors
      SunLife Financial
      Transamerica Capital


            Although the Portfolios may use brokers and dealers who sell shares
of the Portfolios to effect portfolio transactions, the Portfolios do not
consider the sale of AllianceBernstein Mutual Fund Shares as a factor when
selecting brokers or dealers to effect portfolio transactions.

--------------------------------------------------------------------------------

                                NET ASSET VALUE

--------------------------------------------------------------------------------


            For all of the Portfolios, with the exception of AllianceBernstein
Money Market Portfolio, the NAV is computed at the next close of regular trading
on the Exchange (ordinarily 4:00 p.m., Eastern time) following receipt of a
purchase or redemption order by a Portfolio on each Portfolio business day on
which such an order is received and on such other days as the Board deems
appropriate or necessary in order to comply with Rule 22c-1 under the 1940 Act.
Each Portfolio's NAV is calculated by dividing the value of a Portfolio's total
assets, less its liabilities, by the total number of its shares then
outstanding. A Portfolio business day is any weekday on which the Exchange is
open for trading.


            In accordance with applicable rules under the 1940 Act and the
Portfolio's pricing policies and procedures adopted by the Board (the "Pricing
Policies"), portfolio securities are valued at current market value or at fair
value. The Board has delegated to the Adviser, subject to the Board's continuing
oversight, certain of its duties with respect to the following Pricing Policies.

            With respect to securities for which market quotations are readily
available, the market value of a security will be determined as follows:

            (a) securities listed on the Exchange, on other national securities
exchanges (other than securities listed on The Nasdaq Stock Market, Inc.
("NASDAQ")) or on a foreign securities exchange are valued at the last sale
price reflected on the consolidated tape at the close of the Exchange or foreign
securities exchange on the business day as of which such value is being
determined. If there has been no sale on such day, the securities are valued at
the mean of the closing bid and asked prices on such day. If no bid or asked
prices are quoted on such day, then the security is valued in good faith at fair
value by, or in accordance with procedures established by, the Board;

            (b) securities traded on NASDAQ are valued in accordance with the
NASDAQ Official Closing Price;

            (c) securities traded on the Exchange or on a foreign securities
exchange and on one or more other national or foreign securities exchanges, and
securities not traded on the Exchange but traded on one or more other national
or foreign securities exchanges, are valued in accordance with paragraph (a)
above by reference to the principal exchange on which the securities are traded;

            (d) listed put or call options purchased by a Portfolio are valued
at the last sale price. If there has been no sale on that day, such securities
will be valued at the closing bid prices on that day;

            (e) open futures contracts and options thereon will be 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
valuations, the last available closing settlement price will be used;

            (f) securities traded in the over-the-counter market, including
securities listed on a national securities exchange whose primary market is
believed to be over-the-counter, are valued at the mean of the current bid and
asked prices as reported by the National Quotation Bureau or other comparable
sources;

            (g) U.S. Government securities and other debt instruments having 60
days or less remaining until maturity are valued at amortized cost if their
original maturity was 60 days or less, or by amortizing their fair value as of
the 61st day prior to maturity if their original term to maturity exceeded 60
days (unless in either case it is determined, in accordance with procedures
established by the Board, that this method does not represent fair value);

            (h) fixed-income securities may be valued on the basis of prices
provided by a pricing service when such prices are believed to reflect the fair
market value of such securities. The prices provided by a pricing service take
into account many factors, including institutional size, trading in similar
groups of securities and any developments related to specific securities. For
securities where the Adviser has determined that an appropriate pricing service
does not exist, such securities may be valued on the basis of a quoted bid price
or spread from a major broker-dealer in such security;

            (i) mortgage-backed and asset-backed securities may be valued at
prices obtained from a bond pricing service or at a price obtained from one or
more of the major broker-dealers in such securities when such prices are
believed to reflect the fair market value of such securities. 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 bid price on a security;

            (j) OTC and other derivatives are valued on the basis of a quoted
bid price or spread from a major broker-dealer in such security; and

            (k) all other securities will be valued in accordance with readily
available market quotations as determined in accordance with procedures
established by the Board.

            The Portfolios value their securities at their current market value
determined on the basis of market quotations or, if market quotations are not
readily available or are unreliable, at "fair value" as determined in accordance
with procedures established by and under the general supervision of the Board.
When a Portfolio uses fair value pricing, it may take into account any factors
it deems appropriate. The Portfolios may determine fair value based upon
developments related to a specific security, current valuations of foreign stock
indices (as reflected in U.S. futures markets) and/or U.S. sector or broader
stock market indices. The prices of securities used by the Portfolios to
calculate their NAVs may differ from quoted or published prices for the same
securities. Fair value pricing involves subjective judgments and it is possible
that the fair value determined for a security is materially different than the
value that could be realized upon the sale of that security.

            The Portfolios expect to use fair value pricing for securities
primarily traded on U.S. exchanges only under very limited circumstances, such
as the early closing of the exchange on which a security is traded or suspension
of trading in the security. Securities for which market quotations are not
readily available or deemed unreliable (including restricted securities) are
valued at fair market value. Factors considered in making this determination may
include, but not limited to, information obtained by contacting the issuer or
analysts, or by analysis of the issuer's financial statements. The Portfolios
may use fair value pricing more frequently for foreign securities or securities
primarily traded in non-U.S. markets because, among other things, 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. For example, the Portfolios believe that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolios may frequently value
many of their foreign equity or other securities using fair value prices based
on independent pricing services or third party vendor modeling tools to the
extent available.

            Subject to the Board's oversight, the Board has delegated
responsibility for valuing the assets of the Portfolios to the Adviser. The
Adviser has established a Valuation Committee, which operates under the policies
and procedures approved by the Board, to value the Portfolios' assets on behalf
of the Portfolios. The Valuation Committee values Portfolio assets as described
above.

            Each Portfolio may suspend the determination of its NAV (and the
offering and sale of shares), subject to the rules of the Commission and other
governmental rules and regulations, at a time when: (1) the Exchange is closed,
other than customary weekend and holiday closings, (2) an emergency exists as a
result of which it is not reasonably practicable for the Portfolio to dispose of
securities owned by it or to determine fairly the value of its net assets, or
(3) for the protection of shareholders, the Commission by order permits a
suspension of the right of redemption or a postponement of the date of payment
on redemption.

            For purposes of determining a Portfolio's NAV, all assets and
liabilities initially expressed in a foreign currency will be converted into
U.S. Dollars at the mean of the current bid and asked prices of such currency
against the U.S. Dollar last quoted by a major bank that is a regular
participant in the relevant foreign exchange market or on the basis of a pricing
service that takes into account the quotes provided by a number of such major
banks. If such quotations are not available as of the close of the Exchange, the
rate of exchange will be determined in good faith by, or under the direction of,
the Board.

            The assets attributable to the Class A shares and Class B shares
will be invested together in a single portfolio. The NAV of each class will be
determined separately by subtracting the liabilities allocated to that class
from the assets belonging to that class in conformance with the provisions of a
plan adopted by each Portfolio in accordance with Rule 18f-3 under the 1940 Act
(the "18f-3 Plan").

            The AllianceBernstein Money Market Portfolio utilizes the amortized
cost method of valuation of portfolio securities in accordance with the
provisions of Rule 2a-7 under the Act. The amortized cost method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. The Fund
maintains procedures designed to stabilize, to the extent reasonably possible,
the price per share of the Portfolio as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the Portfolio's
investment portfolio holdings by the Directors at such intervals as they deem
appropriate to determine whether and to what extent the NAV of the Portfolio
calculated by using available market quotations or market equivalents deviates
from NAV based on amortized cost. If such deviation as to the Portfolio exceeds
1/2 of 1%, the Directors will promptly consider what action, if any, should be
initiated. In the event the Directors determine that such a deviation may result
in material dilution or other unfair results to new investors or existing
shareholders, they will consider corrective action which might include (1)
selling instruments held by the Portfolio prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; (2) withholding
dividends of net income on shares of the Portfolio; or (3) establishing a NAV
per share of the Portfolio by using available market quotations or equivalents.
The NAV of the shares of the Portfolio is determined as of the close of business
each Fund business day (generally 4:00 p.m., Eastern Time).

            The assets attributable to the Class A shares and Class B shares of
the Portfolio, will be invested together in a single portfolio. The NAV of each
class will be determined separately by subtracting the liabilities allocated to
that class from the assets belonging to that class in conformance with the
provisions of the 18f-3 Plan.



--------------------------------------------------------------------------------

                             PORTFOLIO TRANSACTIONS

--------------------------------------------------------------------------------

            Subject to the general oversight of the Board, the Adviser is
responsible for the investment decisions and of placing of orders for portfolio
securities for the Portfolios. The Adviser determines the broker or dealer to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission (for transactions on which a
commission is payable) and the best price obtainable on each transaction
(generally defined as best execution). In connection with seeking best price and
execution, the Portfolios do not consider sales of shares of the Portfolios or
other investment companies managed by the Adviser as a factor in the selection
of brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such considerations.

            Neither the Fund nor the Adviser has entered into agreements or
understandings with any brokers or dealers regarding the placement of securities
transactions because of research or statistical services they provide. To the
extent that such persons or firms supply investment information to the Adviser
for use in rendering investment advice to the Fund, such information may be
supplied at no cost to the Adviser and, therefore, may have the effect of
reducing the expenses of the Adviser in rendering advice to the Fund. While it
is impossible to place an actual dollar value on such investment information,
its receipt by the Adviser probably does not reduce the overall expenses of the
Adviser to any material extent.

            The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Exchange Act and is designed to augment the
Adviser's own internal research and investment strategy capabilities. Research
and statistical services furnished by brokers through which the Fund effects
securities transactions are used by the Adviser in carrying out its investment
management responsibilities with respect to all its client accounts but not all
such services may be utilized by the Adviser in connection with the Fund.

            The Fund will deal in some instances in equity securities which are
not listed on a national stock exchange but are traded in the over-the-counter
market. In addition, most transactions for the AllianceBernstein U.S.
Government/High-Grade Securities Portfolio and the AllianceBernstein Money
Market Portfolio are executed in the over-the-counter market. Where transactions
are executed in the over-the-counter market, the Fund will seek to deal with the
primary market makers, but when necessary in order to obtain the best price and
execution, it will utilize the services of others. In all cases, the Fund will
attempt to negotiate best execution.

            The Fund may from time to time place orders for the purchase or sale
of securities (including listed call options) with Sanford C. Bernstein & Co.
LLC ("SCB & Co.") and Sanford C. Bernstein Limited ("SCB Ltd."), affiliates of
the Adviser, for which SCB & Co. and SCB Ltd. may receive a portion of the
brokerage commission. With respect to orders placed with SCB & Co. and SCB Ltd.
for execution on a securities exchange, commissions received must conform to
Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder, which permit an
affiliated person of a registered investment company (such as the Fund), or any
affiliated person of such person, to receive a brokerage commission from such
registered investment company provided that such commission is reasonable and
fair compared to the commissions received by other brokers in connection with
comparable transactions involving similar securities during a comparable period
of time.

            The following table shows the brokerage commission paid on
investment transactions for the last three fiscal years:

                                                                    BROKERAGE
                                                      AGGREGATE     COMMISSION
                                         FISCAL       BROKERAGE      PAID TO
                                       YEAR ENDED     COMMISSION   SCB & CO. and
PORTFOLIO                              DECEMBER 31       PAID         SCB Ltd.
---------                              -----------    ----------   ------------


AllianceBernstein Growth Portfolio
                                          2007       $  171,183     $      200
                                          2008       $  191,505     $      973
                                          2009       $  210,790     $    3,525

AllianceBernstein Intermediate Bond
Portfolio
                                          2007       $  171,183     $      200
                                          2008       $    2,190     $        0
                                          2009       $      718     $        0

AllianceBernstein Growth and Income
Portfolio
                                          2007       $2,466,325     $   93,488
                                          2008       $5,162,851     $   62,028
                                          2009       $2,249,648     $  277,188

AllianceBernstein Money Market
Portfolio
                                          2007       $        0     $        0
                                          2008       $        0     $        0
                                          2009       $        0     $        0
AllianceBernstein Large Cap Growth
Portfolio
                                          2007       $  966,522     $   10,669
                                          2008       $  600,538     $        0
                                          2009       $  500,928     $        0

AllianceBernstein Small Cap Growth
Portfolio
                                          2007       $  128,888     $       28
                                          2008       $  143,217     $      132
                                          2009       $  100,309     $        6

AllianceBernstein Real Estate
Investment Portfolio
                                          2007       $   51,714     $        0
                                          2008       $   35,469     $        0
                                          2009       $   44,435     $        0

AllianceBernstein Global Thematic
Growth Portfolio
                                          2007       $  729,464     $      812
                                          2008       $  636,121     $        0
                                          2009       $  600,953     $    1,312

AllianceBernstein International
Growth Portfolio
                                          2007       $  420,927     $        0
                                          2008       $  394,083     $        0
                                          2009       $  352,427     $        0

AllianceBernstein Small/Mid Cap
Value Portfolio
                                          2007       $  223,370     $        0
                                          2008       $  428,980     $        0
                                          2009       $  474,667     $        0

AllianceBernstein Value Portfolio
                                          2007       $   78,756     $        0
                                          2008       $  135,060     $        0
                                          2009       $  249,233     $        0

AllianceBernstein International
Value Portfolio
                                          2007       $2,107,040     $   32,024
                                          2008       $2,286,217     $   25,309
                                          2009       $1,997,848     $    2,586

AllianceBernstein Balanced Wealth
Strategy Portfolio
                                          2007       $  105,020     $      204
                                          2008       $  225,528     $      207
                                          2009       $  370,234     $        0


            During the most recent fiscal year, the percentage of the aggregate
brokerage commission, stated above, paid by each Portfolio to SCB & Co. and SCB
Ltd. and the percentage of each Portfolio's aggregate dollar amount of
transactions involving the payment of commissions through SCB & Co. and SCB Ltd.
was as follows:




                                                                         % OF AGGREGATE
                                                                         DOLLAR AMOUNT
                                                                        OF TRANSACTIONS
                                                       % OF AGGREGATE    INVOLVING THE
                                                         BROKERAGE         PAYMENT OF
                                                         COMMISSION       COMMISSIONS
                                                          PAID TO           THROUGH
                                                       SCB & CO. and     SCB & CO. and
PORTFOLIO                                                 SCB Ltd.          SCB Ltd.
---------                                                 --------          --------
                                                                       
AllianceBernstein Growth Portfolio                           1.67%            .99%
AllianceBernstein Growth and Income Portfolio               12.32%           9.68%
AllianceBernstein Money Market Portfolio                      0%               0%
AllianceBernstein Large Cap Growth Portfolio                  0%               0%
AllianceBernstein Small Cap Growth Portfolio                 .01%             .01%
AllianceBernstein Real Estate Investment Portfolio            0%               0%
AllianceBernstein Global Thematic Growth Portfolio           .22%             .21%
AllianceBernstein Intermediate Bond Portfolio                 0%               0%
AllianceBernstein International Growth Portfolio              0%               0%
AllianceBernstein Small/Mid Cap Value Portfolio               0%               0%
AllianceBernstein Value Portfolio                             0%               0%
AllianceBernstein International Value Portfolio              .13%             .27%
AllianceBernstein Balanced Wealth Strategy Portfolio          0%               0%



Disclosure of Portfolio Holdings
--------------------------------

            The Fund believes that the ideas of the Adviser's investment staff
should benefit the Portfolios and their shareholders, and does not want to
afford speculators an opportunity to profit by anticipating Portfolio trading
strategies or using Portfolio information for stock picking. However, the Fund
also believes that knowledge of each Portfolio's portfolio holdings can assist
shareholders in monitoring their investment, making asset allocation decisions,
and evaluating portfolio management techniques.

            The Adviser has adopted, on behalf of the Portfolios, policies and
procedures relating to disclosure of the Portfolios' portfolio securities. The
policies and procedures relating to disclosure of the Portfolios' portfolio
securities are designed to allow disclosure of portfolio holdings information
where necessary to the operation of the Portfolios or useful to the Portfolios'
shareholders without compromising the integrity or performance of the
Portfolios. Except when there are legitimate business purposes for selective
disclosure and other conditions (designed to protect the Portfolios and their
shareholders) are met, the Portfolios do not provide or permit others to provide
information about a Portfolio's portfolio holdings on a selective basis.

            The Portfolios include portfolio holdings information as required in
regulatory filings and shareholder reports, disclose portfolio holdings
information as required by federal or state securities laws and may disclose
portfolio holdings information in response to requests by governmental
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). For each portfolio security,
the posted information includes its name, the number of shares held by a
Portfolio, the market value of the Portfolio's holdings, and the percentage of
the Portfolio's assets represented by the portfolio security. The day after
portfolio holdings information is publicly available on the website, it may be
mailed, e-mailed or otherwise transmitted to any person.

            The Adviser may distribute or authorize the distribution of
information about a Portfolio's portfolio holdings that is not publicly
available, on the website or otherwise, to the Adviser's employees and
affiliates that provide services to the Fund. In addition, the Adviser may
distribute or authorize distribution of information about a Portfolio's
portfolio holdings that is not publicly available, on the website or otherwise,
to the Fund's service providers who require access to the information in order
to fulfill their contractual duties relating to the Portfolios, to facilitate
the review of the Portfolios by rating agencies, for the purpose of due
diligence regarding a merger or acquisition, or for the purpose of effecting
in-kind redemption of securities to facilitate orderly redemption of portfolio
assets and minimal impact on remaining Portfolio shareholders. The Adviser does
not expect to disclose information about a Portfolio's portfolio holdings that
is not publicly available to the Portfolio's individual or institutional
investors or to intermediaries that distribute the Portfolio's shares.
Information may be disclosed with any frequency and any lag, as appropriate.

            Before any non-public disclosure of information about a Portfolio's
portfolio holdings is permitted, however, the Adviser's Chief Compliance Officer
(or his designee) must determine that the Portfolio has a legitimate business
purpose for providing the portfolio holdings information, that the disclosure is
in the best interests of the Portfolio's shareholders, and that the recipient
agrees or has a duty to keep the information confidential and agrees not to
trade directly or indirectly based on the information or to use the information
to form a specific recommendation about whether to invest in the Portfolio or
any other security. Under no circumstances may the Adviser or its affiliates
receive any consideration or compensation for disclosing the information.

            The Adviser has established procedures to ensure that a Portfolio's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Chief Compliance Officer (or his designee) may
approve the disclosure, and then only if he or she and a designated senior
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of a Portfolio and is in the best interest
of the Portfolio's shareholders. The Adviser's Chief Compliance Officer (or his
designee) approves disclosure only after considering the anticipated benefits
and costs to the Portfolio and its shareholders, the purpose of the disclosure,
any conflicts of interest between the interests of the Portfolio and its
shareholders and the interests of the Adviser or any of its affiliates, and
whether the disclosure is consistent with the policies and procedures governing
disclosure. Only someone approved by the Adviser's Chief Compliance Officer (or
his designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications
from senior officers of authorized recipients that the recipient is using the
portfolio holdings information only in a manner consistent with the Adviser's
policy and any applicable confidentiality agreement. The Adviser's Chief
Compliance Officer (or his designee) or another member of the compliance team
reports all arrangements to disclose portfolio holdings information to the
Fund's Board on a quarterly basis. If the Directors determine that disclosure
was inappropriate, the Adviser will promptly terminate the disclosure
arrangement.

            In accordance with these procedures, each of the following third
parties have been approved to receive information concerning the Portfolios'
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) Data Communique International,
RR Donnelley Financial and, from time to time, other financial printers, for the
purpose of preparing Portfolio regulatory filings; (iii) the Fund's custodian in
connection with its custody of the assets of the Portfolios; (iv) Institutional
Shareholder Services, Inc. for proxy voting services; and (v) data aggregators,
such as Vestek. Information may be provided to these parties at any time with no
time lag. Each of these parties is contractually and ethically prohibited from
sharing a Portfolio's portfolio holdings information unless specifically
authorized.

--------------------------------------------------------------------------------

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

--------------------------------------------------------------------------------

            Each Portfolio of the Fund qualified and intends to continue to
qualify to be taxed as a regulated investment company under the Code. If so
qualified, each Portfolio will not be subject to federal income and excise taxes
on its investment company taxable income and net capital gain to the extent such
investment company taxable income and net capital gain are distributed to the
separate accounts of insurance companies which hold its shares. Under current
tax law, capital gains or dividends from any Portfolio are not currently taxable
to the holder of a variable annuity or variable life insurance contract when
left to accumulate within such variable annuity or variable life insurance
contract. Distributions of net investment income and net short-term capital
gains will be treated as ordinary income and distributions of net long-term
capital gains will be treated as long-term capital gain in the hands of the
insurance companies.

            Investment income received by a Portfolio from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
If more than 50% of the value of a Portfolio's total assets at the close of its
taxable year consists of stocks or securities of foreign corporations (which for
this purpose should include obligations issued by foreign governments), such
Portfolio will be eligible to file an election with the Internal Revenue Service
to pass through to its shareholders the amount of foreign taxes paid by the
Portfolio. If eligible, each such Portfolio intends to file such an election,
although there can be no assurance that such Portfolio will be able to do so.

            Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be adequately diversified, in
accordance with Treasury Regulations promulgated thereunder, in order for the
holders of the variable annuity contracts or variable life insurance policies
underlying the account to receive the tax-deferred or tax-free treatment
generally afforded holders of annuities or life insurance policies under the
Code. The Department of the Treasury has issued Regulations under section 817(h)
that, among other things, provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of the
applicable diversification requirements. Under the Regulations, if a regulated
investment company satisfies certain conditions, a segregated asset account
owning shares of the regulated investment company will not be treated as a
single investment for these purposes, but rather the account will be treated as
owning its proportionate share of each of the assets of the regulated investment
company. Each Portfolio plans to satisfy these conditions at all times so that
the shares of such Portfolio owned by a segregated asset account of a life
insurance company will be subject to this treatment under the Code.

            For information concerning the federal income tax consequences for
the holders of variable annuity contracts and variable life insurance policies,
such holders should consult the prospectus used in connection with the issuance
of their particular contracts or policies.

--------------------------------------------------------------------------------

                              GENERAL INFORMATION

--------------------------------------------------------------------------------

CAPITALIZATION

            The Fund was organized as a Maryland corporation in 1987 under the
name "Alliance Variable Products Series Fund, Inc." The name of the Fund became
"AllianceBernstein Variable Products Series Fund, Inc." on May 1, 2003. Each
Portfolio's name was changed on May 1, 2003. Prior thereto, the Portfolios were
known as: Alliance Money Market Portfolio, Alliance Premier Growth Portfolio,
Alliance Growth and Income Portfolio, Alliance U.S. Government/High Grade
Securities Portfolio, Alliance High Yield Portfolio, Alliance Balanced Shares
Portfolio, Alliance International Research Growth Portfolio, Alliance Global
Bond Portfolio, Alliance Americas Government Income Portfolio, Alliance Global
Dollar Government Portfolio, Alliance Utility Income Portfolio, Alliance Growth
Portfolio, Alliance International Growth Portfolio, Alliance Technology
Portfolio, Alliance Quasar Portfolio and Alliance Real Estate Investment
Portfolio. The AllianceBernstein Quasar Portfolio's name was changed again on
May 3, 2004 to the AllianceBernstein Small Cap Growth Portfolio. On May 2, 2005,
the AllianceBernstein Premier Growth Portfolio's name was changed to the
AllianceBernstein Large Cap Growth Portfolio, the AllianceBernstein Technology
Portfolio's name was changed to the AllianceBernstein Global Technology
Portfolio and the AllianceBernstein Small Cap Value Portfolio's name was changed
to the AllianceBernstein Small/Mid Cap Value Portfolio. On February 1, 2006, the
AllianceBernstein Total Return Portfolio's name was changed to AllianceBernstein
Balanced Shares Portfolio, the AllianceBernstein International Portfolio's name
was changed to AllianceBernstein International Research Growth Portfolio and the
AllianceBernstein Worldwide Privatization Portfolio's name was changed to
AllianceBernstein International Growth Portfolio.

            The Fund's shares have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
Directors can elect 100% of the Directors if they choose to do so, and in such
election of Directors will not be able to elect any person or persons to the
Board.

            Pursuant to an order received from the Commission, the Fund
maintains participation agreements with insurance company separate accounts that
obligate the insurance companies to pass any proxy solicitations through to
underlying contractholders who in turn are asked to designate voting
instructions. In the event that an insurance company does not receive voting
instructions from contractholders, it is obligated to vote the shares that
correspond to such contractholders in the same proportion as instructions
received from all other applicable contractholders.

            All shares of the Fund when duly issued will be fully paid and
nonassessable. The Board is authorized to reclassify any unissued shares into
any number of additional series and classes without shareholder approval.
Accordingly, the Board in the future, for reasons such as the desire to
establish one or more additional Portfolio's with different investment
objectives, policies or restrictions or to establish additional channels of
distribution, may create additional series and classes of shares. Any issuance
of shares of such additional series and classes would be governed by the 1940
Act and the laws of the State of Maryland.

            If shares of another series were issued in connection with the
creation of the new portfolio, each share of any of the Fund's Portfolios would
normally be entitled to one vote for all purposes. Generally, shares of each
Portfolio would vote as a single series for the election of directors and on any
other matter that affected each Portfolio in substantially the same manner. As
to matters affecting each Portfolio differently, such as approval of the
Advisory Agreement and changes in investment policy, shares of each Portfolio
would vote as separate series. Moreover, the Class B shares of each Portfolio
will vote separately with respect to matters relating to the 12b-1 Plan(s)
adopted in accordance with Rule 12b-1 under the 1940 Act. Meetings of
shareholders may be called by 10% of the Fund's outstanding shareholders.


            The outstanding voting shares of each outstanding Portfolio of the
Fund as of April 5, 2010 consisted of the following numbers of Class A common
stock and Class B common stock, respectively: AllianceBernstein Money Market
Portfolio, 22,562,311 and 35,099,276; AllianceBernstein Intermediate Bond
Portfolio, 10,275,137 and 3,327,595 AllianceBernstein Large Cap Growth
Portfolio, 8,065,823 and 9,151,943; AllianceBernstein Growth and Income
Portfolio, 13,690,544 and 53,389,606; AllianceBernstein Growth Portfolio,
2,080,081 and 3,548,822; AllianceBernstein International Growth Portfolio,
7,277,587 and 4,379,684; AllianceBernstein Global Thematic Growth Portfolio,
3,706,629 and 8,386,728; AllianceBernstein Small Cap Growth Portfolio, 1,864,125
and 1,312,165; AllianceBernstein Real Estate Investment Portfolio, 6,328,447 and
1,296,458; AllianceBernstein International Value Portfolio, 9,913,206 and
115,656,851; AllianceBernstein Small/Mid Cap Value Portfolio, 10,567,025 and
21,103,070; AllianceBernstein Value Portfolio, 172,469 and 23,078,618; and
AllianceBernstein Balanced Wealth Strategy Portfolio, 6,642,828 and 43,618,685.
To the knowledge of the Fund, the following persons owned of record or
beneficially 5% or more of the outstanding Class A and Class B shares of the
Fund's Portfolios as of April 5, 2010.


CLASS A SHARES
--------------



                                                             NUMBER OF        % OF CLASS A
PORTFOLIO                NAME AND ADDRESS                    CLASS A SHARES   SHARES
---------                ----------------                    --------------   ------------
                                                                     

AllianceBernstein Money  AIG Life Insurance Company
Market                   Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              15,526,063       68.91%

                         Union Security Insurance Company
                         Separate Account
                         Attn: Bruce Fiedler
                         P.O. Box 64284
                         St. Paul, MN 55164-0284             3,963,760        17.59%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen Parkway
                         Mail Stop 4D-1
                         Houston, TX 77019-2115              1,846,127         8.19%

AllianceBernstein        AIG Life Insurance Company
Intermediate Bond        Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              8,415,006        81.92%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen Parkway
                         Mail Stop 4D-1
                         Houston, TX  77019-2116             893,677           8.70%

AllianceBernstein Large  Merrill Lynch Life Insurance
Cap Growth               Company
                         ML-Retirement Plus A
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        3,224,009        40.01%

                         Merrill Lynch Life Insurance
                         Company
                         ML-Life V
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        556,435           6.91%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,800,882        22.35%

                         Allmerica Financial Life
                         Insurance & Annuity Company
                         One Security Benefit Place
                         Topeka, KS  66636-1000              492,139           6.11%

AllianceBernstein        Lincoln Life Variable Annuity
Growth and Income        1300 S Clinton St
                         Fort Wayne, IN  46802-3506          4,156,127        30.37%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              3,747,634        27.38%

                         ING Life Insurance and Annuity
                         Company
                         Attn: ING Fund Operations
                         151 Farmington Avenue
                         Hartford, CT 06156-0001             1,375,677        10.05%

                         Merrill Lynch Life Insurance
                         Company
                         ML-Retirement Power
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        851,751           6.22%

AllianceBernstein        AIG Life Insurance Company
Growth                   Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,322,644        63.68%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen PKWY Mail Stop 4D-1
                         Houston, TX  77019-2116             253,849          12.22%

                         Great West Life & Annuity
                         Insurance Company
                         FBO Schwab Annuities
                         8515 E Orchard Rd
                         Greenwood Village, CO  80111-5002   110,729           5.33%

AllianceBernstein        AIG Life Insurance Company
International Growth     Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              2,605,763        35.81%

                         Great West Life & Annuity
                         Insurance Company
                         FBO Schwab Annuities
                         Attn: Investment Div
                         8515 E. Orchard Rd
                         Englewood, CO  80111-5002           1,097,382        15.08%

                         The Prudential Insurance Company
                         of America
                         c/o Prubenefit Laureate
                         80 Livingston Ave BLDG ROS3
                         Roseland, NJ  07068-1733            2,535,055        34.84%

AllianceBernstein        Lincoln Life Variable Annuity
Global Thematic Growth   1300 S Clinton St
                         Fort Wayne, IN  46802-3506          1,436,361        38.79%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,238,419        33.44%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen PKWY Mail Stop 4D-1
                         Houston, TX  77019-2116             253,683           6.85%

                         Merrill Lynch Life Insurance
                         Company
                         ML-Retirement Plus A
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        399,041          10.78%

AllianceBernstein Small  AIG Life Insurance Company
Cap Growth               Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,435,925        77.11%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen PKWY Mail Stop 4D-1
                         Houston, TX  77019-2116             118,858           6.38%

                         Principal Life Ins Co.
                         Attn: Individual Accounting
                         711 High Street
                         Des Moines, IA 50392-0001           163,822           8.80%

AllianceBernstein        AIG Life Insurance Company
Real Estate              Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             1,322,754        20.84%

                         Great West Life & Annuity
                         Insurance Company
                         FBO Schwab Annuities
                         Attn: Investment Div
                         8515 E. Orchard Rd
                         Englewood, CO  80111-5002           1,132,296        17.84%

                         The Prudential Insurance Company
                         of America
                         c/o Prubenefit Laureate
                         80 Livingston Ave BLDG ROS3
                         Roseland, NJ  07068-1753            3,541,344        55.79%

AllianceBernstein        Nationwide Life Insurance Co.
International Value      c/o IPO Portfolio Accounting
                         P.O. Box 182029
                         Columbus, OH  43218-2029            946,303           9.53%

                         Nationwide Life Insurance Co.
                         c/o IPO Portfolio Accounting
                         PO Box 182029
                         Columbus, OH  43218-2029            522,887           5.26%

                         Nationwide Life Insurance Co.
                         c/o IPO Portfolio Accounting
                         PO Box 182029
                         Columbus, OH  43218-2029            1,289,656        12.98%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             1,227,810        12.36%

                         AUL American Individual Variable
                         Annuity Unit Trust 1
                         One American SQ
                         PO Box 368
                         Indianapolis, IN  46206-0368        618,523           6.23%

                         Sun Life Assurance Co of Canada
                         (U.S.)
                         Large Case Vul Separate
                         Attn:  Howard Harding SC 1145
                         One Sun Life Executive Park
                         Wellesley Hills, MA  02481          955,737           9.62%

                         Lincoln Life Variable Annuity
                         1300 S Clinton St
                         Fort Wayne, IN  46802-3506          1,323,722        13.33%

                         Great West Life & Annuity
                         Insurance Company
                         FBO Schwab Annuities
                         8515 E. Orchard Rd
                         Attn: Investment Div 2T2
                         Englewood, CO  80111-5002           656,068           6.61%

AllianceBernstein        Lincoln Life Variable Annuity
Small/Mid Cap Value      1300 S Clinton St
                         Fort Wayne, IN  46802-3506          4,692,932        44.25%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,754,162        16.54%

                         AUL American Individual Variable
                         Annuity Unit Trust 1
                         One American SQ
                         PO Box 368
                         Indianapolis, IN  46206-0368        1,059,966         9.99%

                         Nationwide Life Insurance Company
                         c/o IPO Portfolio Accounting
                         P.O. Box 182029
                         Columbus, OH  43218-2029            614,712           5.80%

AllianceBernstein        Merrill Lynch Life Insurance
Value                    Company of NY
                         MLNY - IVC Investors Series
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        24,705           14.33%

                         Merrill Lynch Life Insurance
                         Company
                         MLNY - IVC Investors Series
                         4333 Edgewood Rd NE
                         Cedar Rapids, IA  52499-0001        145,347          84.30%

AllianceBernstein        AIG Life Insurance Company
Balanced Wealth          Attn: Ed Bacon
Strategy                 2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              5,976,898        90.17%

                         American International Life
                         Insurance Company of NY
                         Attn: Ed Bacon
                         2727A Allen PKWY Mail Stop 4D-1
                         Houston, TX  77019-2116             392,270           5.92%



CLASS B SHARES
--------------

                                                             NUMBER OF        % OF CLASS B
PORTFOLIO                NAME AND ADDRESS                    CLASS B SHARES   SHARES
---------                ----------------                    --------------   -------------
                                                                     

AllianceBernstein        AIG Life Insurance Company
Money Market             Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              17,991,673       51.35%

                         Anchor National Life Insurance Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodland Hills, CA  91367-4901      15,264,819       43.57%

AllianceBernstein        Anchor National Life Ins. Co.
Intermediate Bond        Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       2,575,079        77.39%

                         Sun Life Assurance Company of
                         Canada (U.S.)
                         Attn: James Joseph
                         P.O. Box 9133
                         Wellesley HLS, MA  02481-4901       2,575,079        77.39%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            241,103           7.25%

                         American Enterprise Life Insurance
                         Company
                         1438-AXP
                         Minneapolis, MN  55474-0001         191,899           5.77%

AllianceBernstein Large  Allmerica Financial Life Insurance
Cap Growth               & Annuity Company
                         One Security Benefit Place
                         Topeka, KS  66636-1000              1,451,946        15.88%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX 77019-2107              1,157,752        12.66%

                         Horace Mann Life Insurance Co.
                         Separate Account
                         Horace Mann
                         Springfield, IL  62715-0001         1,202,540        13.15%

                         Allstate Life Insurance Company
                         N. Plaza 2775 Sanders Rd.
                         Northbrook, IL 60062                891,868           9.75%

                         GE Life and Annuity Assurance
                         Company
                         6610 W. Broad St
                         BLDG 3, 5th Floor
                         Attn: Variable Accounting
                         Richmond, VA  23230-1702            678,134           7.42%

                         Lincoln Life Variable Annuity
                         1300 S Clinton St
                         Fort Wayne, IN  46802-3506          562,130           6.15%

                         Transamerica Life Ins. Co.
                         FMD Operational Accounting
                         4333 Edgewood Road NE
                         Cedar Rapids, IA  52449-0001        610,694           6.68%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       460,214           5.03%

AllianceBernstein        IDS Life Insurance Corporation
Growth and Income        1438 AXP Financial CTR
                         Minneapolis, MN  55474-0014         11,662,381       21.86%

                         Lincoln Life Variable Annuity
                         1300 S Clinton St
                         Fort Wayne, IN  46802-3506          11,442,853       21.45%

                         Allstate Life Insurance Company
                         544 Lakeview Parkway, Suite L3G
                         Vernon Hills, IL  60061-1826        4,874,783         9.14%

                         GE Life and Annuity Assurance
                         Company
                         6610 W Broad St
                         BLDG 3, 5th Floor
                         Attn: Variable Accounting
                         Richmond, VA  23230-1702            4,598,783         8.62%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             3,926,228         7.36%

                         Allmerica Financial Life Insurance
                         & Annuity Company
                         One Security Benefit Place
                         Topeka, KS  66636-1000              3,721,382         6.98%

AllianceBernstein        Allstate Life Insurance Company
Growth                   N. Plaza 2775 Sanders Rd.
                         Northbrook, IL  60062               1,592,764        44.91%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             957,872          27.01%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       569,029          16.05%

AllianceBernstein        Hartford Life and Annuity
International Growth     Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT 06104-2999             2,011,754        45.93%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       612,449          13.98%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford CT,  06104-2999            441,809          10.09%

                         Sun Life Assurance Company of
                         Canada (U.S.)
                         One Sunlife Executive Park
                         Wellesley Hills, MA  02481          916,402          20.92%

AllianceBernstein        Lincoln Life Variable Annuity
Global Thematic Growth   1300 S Clinton St
                         Fort Wayne, IN  46802-3506          3,673,625        43.87%

                         IDS Life Insurance Co
                         222 AXP Financial CTR
                         Minneapolis, MN  55474-0014         1,087,988        12.99%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             584,242           6.98%

                         GE Life and Annuity Assurance
                         Company
                         6610 W Broad St
                         BLDG 3, 5th Floor
                         Attn: Variable Accounting
                         Richmond, VA  23230-1702            444,050           5.30%

AllianceBernstein Small  GE Life and Annuity Assurance
Cap Growth               Company
                         6610 W Broad St
                         BLDG 3, 5th Floor
                         Attn: Variable Accounting
                         Richmond, VA  23230-1702            593,443          45.21%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       457,510          34.85%

                         Sun Life Assuarnce Company of
                         Canada (U.S.)
                         One Sunlife Executive Park
                         Wellesley Hills, MA 02481           111,621           8.50%

                         Horace Mann Life Insurance Co.
                         Separate Account
                         Horace Mann
                         Springfield, IL  62715-0001         94,227            7.18%

AllianceBernstein Real   Anchor National Life Ins. Co.
Estate Investment        Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       528,526          40.84%

                         Guardian Ins. & Annuity Co. Inc.
                         3900 Burgess PL
                         Bethlehem, PA  18017-9097           213,998          16.54%

                         Guardian Ins. & Annuity Co. Inc.
                         3900 Burgess PL
                         Bethlehem, PA  18017-9097           476,225          36.80%

AllianceBernstein        IDS Life Insurance Corp
International Value      1438 AXP Financial CTR
                         Minneapolis, MN  55474-0014         51,053,936       44.14%

                         Hartford Life and Annuity
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT 06104-2999             19,097,178       16.51%

                         Lincoln Life Variable Annuity
                         1300 S Clinton St
                         Fort Wayne, IN 46802-3506           9,050,698         7.83%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            7,576,599         6.55%

                         American Enterprise Life
                         Insurance Co.
                         1497 AXP Financial Center
                         Minneapolis, MN 55474-0014         10,765,212         9.31%

AllianceBernstein        Lincoln Life Variable Annuity
Small/Mid                1300 S Clinton St
Cap Value                Fort Wayne, IN  46802-3506          8,494,524        38.64%

                         Hartford Life and Annuity
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            4,561,774        20.75%

                         Allstate Life Insurance Company
                         N. Plaza 2775 Sanders Rd.
                         Northbrook, IL  60062               1,779,290         8.09%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            1,288,390         5.86%

                         Nationwide Insurance Co.
                         c/o IPO Portfolio Accounting
                         PO Box 182029
                         Columbus OH, 43218-2029             1,911,778         8.70%

AllianceBernstein Value  Hartford Life and Annuity
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            11,992,664       52.00%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            5,462,643        23.69%

                         AIG Life Insurance Company
                         Attn: Ed Bacon
                         2727A Allen PKWY # 4D1
                         Houston, TX  77019-2107             2,543,137        11.03%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       1,191,631         5.17%

AllianceBernstein        Hartford Life and Annuity
Balanced Wealth          Attn: UIT Operations
Strategy                 PO Box 2999
                         Hartford, CT  06104-2999            11,890,750       27.22%

                         Separate Account A of Pacific
                         Life Insurance Company
                         700 Newport Center Drive
                         Newport Beach, CA  92660-6307       10,719,284       24.54%

                         Anchor National Life Ins. Co.
                         Attn: Variable Annuity Accounting
                         21650 Oxnard St MSC 6-7
                         Woodlands HLS, CA  91367-4901       5,011,958        11.47%

                         Hartford Life Separate
                         Attn: UIT Operations
                         PO Box 2999
                         Hartford, CT  06104-2999            4,551,274        10.42%

                         GE Life and Annuity Assurance
                         Company
                         6610 W Broad St
                         BLDG 3, 5th Floor
                         Attn: Variable Accounting
                         Richmond, VA  23230-1702            2,578,369         5.90%

                         Sunlife Assurance Company of
                         Canada (U.S.)
                         One Sunlife Executive Park
                         Wellesley Hills, MA  02481          4,178,236         9.56%



Code Of Ethics And Proxy Voting Policies And Procedures
-------------------------------------------------------

            The Fund, the Adviser and ABI have each adopted codes of ethics
pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics permit personnel
subject to the codes to invest in securities, including securities that may be
purchased or held by the Fund.

            The Fund has adopted the Adviser's proxy voting policies and
procedures. The Adviser's proxy voting policies and procedures are attached as
Appendix C.

            Information regarding how the Portfolios voted proxies related to
portfolio securities during the most recent 12-month period ended June 30 is
available (1) without charge, upon request, by calling (800) 227-4618; or on or
through the Fund's website at www.AllianceBernstein.com; or both; and (2) on the
Commission's website at www.sec.gov.

Custodian
---------

             State Street Bank and Trust Company ("State Street"), One Lincoln
Street, Boston, Massachusetts 02111, acts as custodian for the securities and
cash of the Fund but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of the Board, State Street may enter into
sub-custodial agreements for the holding of the Fund's securities of foreign
issuers.

Principal Underwriter
---------------------

            AllianceBernstein Investments, Inc., 1345 Avenue of the Americas,
New York, New York 10105, serves as the Fund's principal underwriter.

Counsel
-------

            Legal matters in connection with the issuance of the shares of the
Fund offered hereby will be passed upon by Seward & Kissel LLP, New York, New
York.

Independent Registered Public Accounting Firm
---------------------------------------------


            Ernst & Young LLP, 5 Times Square, New York, New York, 10036, has
been appointed as the independent registered public accounting firm for the
Fund.




--------------------------------------------------------------------------------

        FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC
                                ACCOUNTING FIRM

--------------------------------------------------------------------------------


            The financial statements of AllianceBernstein Variable Products
Series Fund, Inc. for the fiscal year ended December 31, 2009 and the report of
Ernst & Young LLP, the independent registered public accounting firm, are
incorporated herein by reference to the Fund's annual report. The annual report
was filed with the Commission on Form N-CSR on February 22, 2010. It is
available without charge upon request by calling ABIS at (800) 227-4618.




--------------------------------------------------------------------------------

                                  APPENDIX A:

             STATEMENT OF POLICIES AND PROCEDURES FOR PROXY VOTING

--------------------------------------------------------------------------------

1.    Introduction

      As a registered investment adviser, AllianceBernstein L.P.
      ("AllianceBernstein", "we" or "us") has a fiduciary duty to act solely in
      the best interests of our clients. We recognize that this duty requires us
      to vote client securities in a timely manner and make voting decisions
      that are in the best interests of our clients. Consistent with these
      obligations, we will disclose our clients' voting records only to them and
      as required by mutual fund vote disclosure regulations. In addition, the
      proxy committees may, after careful consideration, choose to respond to
      surveys regarding past votes.

      This statement is intended to comply with Rule 206(4)-6 of the Investment
      Advisers Act of 1940. It sets forth our policies and procedures for voting
      proxies for our discretionary investment advisory clients, including
      investment companies registered under the Investment Company Act of 1940.
      This statement applies to AllianceBernstein's growth, value and blend
      investment groups investing on behalf of clients in both US and non-US
      securities.

2.    Proxy Policies

      This statement is designed to be responsive to the wide range of proxy
      voting subjects that can have a significant effect on the investment value
      of the securities held in our clients' accounts. These policies are not
      exhaustive due to the variety of proxy voting issues that we may be
      required to consider. AllianceBernstein reserves the right to depart from
      these guidelines in order to avoid voting decisions that we believe may be
      contrary to our clients' best interests. In reviewing proxy issues, we
      will apply the following general policies:

      2.1.  Corporate Governance


            AllianceBernstein's proxy voting policies recognize the importance
            of good corporate governance in ensuring that management and the
            Board fulfill their obligations to the shareholders. We favor
            proposals promoting transparency and accountability within a
            company. We support the appointment of a majority of independent
            directors on key committees and generally support separating the
            positions of chairman and chief executive officer, except in cases
            where a company has sufficient counter-balancing governance in
            place. Because we believe that good corporate governance requires
            shareholders to have a meaningful voice in the affairs of the
            company, we generally will support shareholder proposals that
            request that companies amend their by-laws to provide that director
            nominees be elected by an affirmative vote of a majority of the
            votes cast. Furthermore, we have written to the Securities and
            Exchange Commission ("Commission") in support of shareholder access
            to corporate proxy statements under specified conditions with the
            goal of serving the best interests of all shareholders.


      2.2.  Elections of Directors

            Unless there is a proxy fight for seats on the Board or we determine
            that there are other compelling reasons for withholding votes for
            directors, we will vote in favor of the management proposed slate of
            directors. That said, we believe that directors have a duty to
            respond to shareholder actions that have received significant
            shareholder support. Therefore, we may withhold votes for directors
            (or vote against directors in non-U.S. markets) who fail to act on
            key issues such as failure to implement proposals to declassify
            boards, failure to implement a majority vote requirement, failure to
            submit a rights plan to a shareholder vote or failure to act on
            tender offers where a majority of shareholders have tendered their
            shares. (We may vote against directors under these circumstances if
            the company has adopted a majority voting policy because, if a
            company has adopted such a policy, withholding votes from directors
            is not possible.) In addition, we will withhold votes for directors
            who fail to attend at least seventy-five percent of board meetings
            within a given year without a reasonable excuse, and we may abstain
            or vote against directors of non-U.S. issuers where there is
            insufficient information about the nominees disclosed in the proxy
            statement. Also, we will generally not withhold votes for directors
            who meet the definition of independence promulgated by the exchange
            on which the company's shares are traded. Finally, because we
            believe that cumulative voting provides a disproportionate voice to
            minority shareholders in the affairs of a company, we will generally
            vote against such proposals and vote for management proposals
            seeking to eliminate cumulative voting.

      2.3.  Appointment of Auditors

            AllianceBernstein believes that the company remains in the best
            position to choose the auditors and will generally support
            management's recommendation. However, we recognize that there may be
            inherent conflicts when a company's independent auditor performs
            substantial non-audit related services for the company. The
            Sarbanes-Oxley Act of 2002 prohibited certain categories of services
            by auditors to US issuers, making this issue less prevalent in the
            US. Nevertheless, in reviewing a proposed auditor, we will consider
            the fees paid for non-audit services relative to total fees as well
            as if there are other reasons to question the independence or
            performance of the auditors.

      2.4.  Changes In Legal and Capital Structure

            Changes in a company's charter, articles of incorporation or by-laws
            are often technical and administrative in nature. Absent a
            compelling reason to the contrary, AllianceBernstein will cast its
            votes in accordance with the company's management on such proposals.
            However, we will review and analyze on a case-by-case basis any
            non-routine proposals that are likely to affect the structure and
            operation of the company or have a material economic effect on the
            company. For example, we will generally support proposals to
            increase authorized common stock when it is necessary to implement a
            stock split, aid in a restructuring or acquisition or provide a
            sufficient number of shares for an employee savings plan, stock
            option or executive compensation plan. However, a satisfactory
            explanation of a company's intentions must be disclosed in the proxy
            statement for proposals requesting an increase of greater than 100%
            of the shares outstanding. We will oppose increases in authorized
            common stock where there is evidence that the shares will be used to
            implement a poison pill or another form of anti-takeover device. We
            will support shareholder proposals that seek to eliminate dual class
            voting structures.

      2.5.  Corporate Restructurings, Mergers and Acquisitions

            AllianceBernstein believes proxy votes dealing with corporate
            reorganizations are an extension of the investment decision.
            Accordingly, we will analyze such proposals on a case-by-case basis,
            weighing heavily the views of our research analysts that cover the
            company and our investment professionals managing the portfolios in
            which the stock is held.

      2.6.  Proposals Affecting Shareholder Rights

            AllianceBernstein believes that certain fundamental rights of
            shareholders must be protected. We will generally vote in favor of
            proposals that give shareholders a greater voice in the affairs of
            the company and oppose any measure that seeks to limit those rights.
            However, when analyzing such proposals we will weigh the financial
            impact of the proposal against the impairment of shareholder rights.

      2.7.  Anti-Takeover Measures

            AllianceBernstein believes that measures that impede corporate
            transactions such as takeovers or entrench management not only
            infringe on the rights of shareholders but may also have a
            detrimental effect on the value of the company. Therefore, we will
            generally oppose proposals, regardless of whether they are advanced
            by management or shareholders, the purpose or effect of which is to
            entrench management or excessively or inappropriately dilute
            shareholder ownership. Conversely, we support proposals that would
            restrict or otherwise eliminate anti-takeover or anti-shareholder
            measures that have already been adopted by corporate issuers. For
            example, we will support shareholder proposals that seek to require
            the company to submit a shareholder rights plan to a shareholder
            vote. We will evaluate, on a case-by-case basis, proposals to
            completely redeem or eliminate such plans. Furthermore, we will
            generally oppose proposals put forward by management (including the
            authorization of blank check preferred stock, classified boards and
            supermajority vote requirements) that appear to be anti-shareholder
            or intended as management entrenchment mechanisms.

      2.8.  Executive Compensation


            AllianceBernstein believes that company management and the
            compensation committee of the Board should, within reason, be given
            latitude to determine the types and mix of compensation and benefit
            awards offered to company employees. Whether proposed by a
            shareholder or management, we will review proposals relating to
            executive compensation plans on a case-by-case basis to ensure that
            the long-term interests of management and shareholders are properly
            aligned. In general, we will analyze the proposed plan to ensure
            that shareholder equity will not be excessively diluted taking into
            account shares available for grant under the proposed plan as well
            as other existing plans. We generally will oppose shareholder
            proposals to amend a company's by-laws to give shareholders the
            right to vote on executive compensation. We believe this by-law
            amendment is likely to put the company at a competitive disadvantage
            which, in turn, is likely to adversely affect the value of the
            company and our clients' interests. We generally will oppose plans
            that have below market value exercise prices on the date of issuance
            or permit re-pricing of underwater stock options without shareholder
            approval. Other factors such as the company's performance and
            industry practice will generally be factored into our analysis. We
            believe the Commission took appropriate steps to ensure more
            complete and transparent disclosure of executive compensation when
            it issued its modified executive compensation disclosure rules in
            2006. Therefore, while we will consider them on a case-by-case
            basis, we generally vote against shareholder proposals seeking
            additional disclosure of executive and director compensation,
            including proposals that seek to specify the measurement of
            performance-based compensation, if the company is subject to
            Commission rules. Finally, we will support requiring a shareholder
            vote on management proposals to provide severance packages that
            exceed 2.99 times the sum of an executive officer's base salary plus
            bonus that are triggered by a change in control. Finally, we will
            support shareholder proposals requiring a company to expense
            compensatory employee stock options (to the extent the jurisdiction
            in which the company operates does not already require it) because
            we view this form of compensation as a significant corporate expense
            that should be appropriately accounted for.


      2.9.  Social and Corporate Responsibility

            AllianceBernstein will review and analyze on a case-by-case basis
            proposals relating to social, political and environmental issues to
            determine whether they will have a financial impact on shareholder
            value. We will vote against proposals that are unduly burdensome or
            result in unnecessary and excessive costs to the company. We may
            abstain from voting on social proposals that do not have a readily
            determinable financial impact on shareholder value.

3.    Proxy Voting Procedures

      3.1.  Proxy Voting Committees

            Our growth and value investment groups have formed separate proxy
            voting committees to establish general proxy policies for
            AllianceBernstein and consider specific proxy voting matters as
            necessary. These committees periodically review these policies and
            new types of corporate governance issues, and decide how we should
            vote on proposals not covered by these policies. When a proxy vote
            cannot be clearly decided by an application of our stated policy,
            the proxy committee will evaluate the proposal. In addition, the
            committees, in conjunction with the analyst that covers the company,
            may contact corporate management and interested shareholder groups
            and others as necessary to discuss proxy issues. Members of the
            committee include senior investment personnel and representatives of
            the Legal and Compliance Department. The committees may also
            evaluate proxies where we face a potential conflict of interest (as
            discussed below). Finally, the committees monitor adherence to these
            policies.

      3.2.  Conflicts of Interest

            AllianceBernstein recognizes that there may be a potential conflict
            of interest when we vote a proxy solicited by an issuer whose
            retirement plan we manage, or we administer, who distributes
            AllianceBernstein sponsored mutual funds, or with whom we have, or
            one of our employees has, a business or personal relationship that
            may affect (or may reasonably viewed as affecting) how we vote on
            the issuer's proxy. Similarly, AllianceBernstein may have a
            potential material conflict of interest when deciding how to vote on
            a proposal sponsored or supported by a shareholder group that is a
            client. We believe that centralized management of proxy voting,
            oversight by the proxy voting committees and adherence to these
            policies ensures that proxies are voted based solely on our clients'
            best interests. Additionally, we have implemented procedures to
            ensure that our votes are not the product of a material conflict of
            interest, including: (i) on an annual basis, the proxy committees
            will take reasonable steps to evaluate (A) the nature of
            AllianceBernstein's and our employees' material business and
            personal relationships (and those of our affiliates) with any
            company whose equity securities are held in client accounts and (B)
            any client that has sponsored or has material interest in a proposal
            upon which we will be eligible to vote; (ii) requiring anyone
            involved in the decision making process to disclose to the chairman
            of the appropriate proxy committee any potential conflict that they
            are aware of (including personal relationships) and any contact that
            they have had with any interested party regarding a proxy vote;
            (iii) prohibiting employees involved in the decision making process
            or vote administration from revealing how we intend to vote on a
            proposal in order to reduce any attempted influence from interested
            parties; and (iv) where a material conflict of interests exists,
            reviewing our proposed vote by applying a series of objective tests
            and, where necessary, considering the views of third party research
            services to ensure that our voting decision is consistent with our
            clients' best interests.

            Because under certain circumstances AllianceBernstein considers the
            recommendation of third party research services, the proxy
            committees will take reasonable steps to verify that any third party
            research service is, in fact, independent based on all of the
            relevant facts and circumstances. This includes reviewing the third
            party research service's conflict management procedures and
            ascertaining, among other things, whether the third party research
            service (i) has the capacity and competency to adequately analyze
            proxy issues; and (ii) can make such recommendations in an impartial
            manner and in the best interests of our clients.

      3.3.  Proxies of Certain Non-Us Issuers

            Proxy voting in certain countries requires "share blocking."
            Shareholders wishing to vote their proxies must deposit their shares
            shortly before the date of the meeting with a designated depositary.
            During this blocking period, shares that will be voted at the
            meeting cannot be sold until the meeting has taken place and the
            shares are returned to the clients' custodian banks. Absent
            compelling reasons to the contrary, AllianceBernstein believes that
            the benefit to the client of exercising the vote does not outweigh
            the cost of voting (i.e. not being able to sell the shares during
            this period). Accordingly, if share blocking is required we
            generally choose not to vote those shares.

            In addition, voting proxies of issuers in non-US markets may give
            rise to a number of administrative issues that may prevent
            AllianceBernstein from voting such proxies. For example,
            AllianceBernstein may receive meeting notices without enough time to
            fully consider the proxy or after the cut-off date for voting. Other
            markets require AllianceBernstein to provide local agents with power
            of attorney prior to implementing AllianceBernstein's voting
            instructions. Although it is AllianceBernstein's policy to seek to
            vote all proxies for securities held in client accounts for which we
            have proxy voting authority, in the case of non-US issuers, we vote
            proxies on a best efforts basis.

      3.4.  Loaned Securities

            Many clients of AllianceBernstein have entered into securities
            lending arrangements with agent lenders to generate additional
            revenue. AllianceBernstein will not be able to vote securities that
            are on loan under these types of arrangements. However, under rare
            circumstances, for voting issues that may have a significant impact
            on the investment, we may request that clients recall securities
            that are on loan if we determine that the benefit of voting
            outweighs the costs and lost revenue to the client or fund and the
            administrative burden of retrieving the securities.

      3.5.  Proxy Voting Records

            You may obtain 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
            AllianceBernstein's web site at www.AllianceBernstein.com, go to the
            Securities and Exchange Commission's web site at www.sec.gov or call
            AllianceBernstein at (800) 227-4618.

SK 00250 0292 1084134 v2



                                     PART C
                               OTHER INFORMATION

ITEM 28.    EXHIBITS:

      (a)   (1)   Articles of Amendment and Restatement of the Registrant dated
                  February 1, 2006 and filed February 23, 2006 - Incorporated by
                  reference to Exhibit (a)(2) to Post-Effective Amendment No. 41
                  of Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
                  Commission on March 1, 2006.

            (2)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated January 9, 2008 and filed January 15, 2008 -
                  Incorporated by reference to Exhibit (a)(2) to Post-Effective
                  Amendment No. 44 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on March 3, 2008.

            (3)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated April 28, 2008 and filed April 28, 2008 -
                  Incorporated by reference to Exhibit (a)(3) to Post-Effective
                  Amendment No. 46 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 28, 2008.

            (4)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated April 28, 2008 and filed April 28, 2008 -
                  Incorporated by reference to Exhibit (a)(4) to Post-Effective
                  Amendment No. 46 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 28, 2008.

            (5)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated September 26, 2008 and filed September 26,
                  2008 - Incorporated by reference to Exhibit (a)(5) to
                  Post-Effective Amendment No. 48 of Registrant's Registration
                  Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                  filed with the Securities and Exchange Commission on February
                  26, 2009.

            (6)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated March 9, 2009 and filed April 6, 2009 -
                  Incorporated by reference to Exhibit (a)(6) to Post-Effective
                  Amendment No. 49 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 28, 2009.

            (7)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated March 30, 2009 and filed March 31, 2009 -
                  Incorporated by reference to Exhibit (a)(7) to Post-Effective
                  Amendment No. 49 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 28, 2009.

            (8)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated March 30, 2009 and filed March 31, 2009 -
                  Incorporated by reference to Exhibit (a)(8) to Post-Effective
                  Amendment No. 49 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 28, 2009.


            (9)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated October 2, 2009 and filed October 5, 2009 -
                  Incorporated by reference to Exhibit (a)(9) to Post-Effective
                  Amendment No. 50 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on February 25, 2010.

            (10)  Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated October 2, 2009 and filed October 5, 2009 -
                  Incorporated by reference to Exhibit (a)(10) to Post-Effective
                  Amendment No. 50 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on February 25, 2010.


      (b)   Amended and Restated By-Laws of the Registrant - Incorporated by
            reference to Exhibit 99.77Q1 - Other Exhibits to Form NSAR-A for the
            Registrant filed with the Securities and Exchange Commission on
            August 29, 2006.

      (c)   Not applicable.

      (d)   (1)   Form of Investment Advisory Agreement between Registrant and
                  AllianceBernstein L.P. - Incorporated by reference to Exhibit
                  (d)(1) to Post-Effective Amendment No. 40 of Registrant's
                  Registration Statement on Form N-1A (File Nos. 33-18647 and
                  811-5398), filed with the Securities and Exchange Commission
                  on April 27, 2005.

            (2)   Sub-Advisory Agreement between AllianceBernstein L.P. and Law,
                  Dempsey & Company Limited, relating to the Global Bond
                  Portfolio - Incorporated by reference to Exhibit (5)(b) to
                  Post-Effective Amendment No. 22 of Registrant's Registration
                  Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                  filed with the Securities and Exchange Commission on April 29,
                  1998.

      (e)   (1)   Distribution Services Agreement between the Registrant and
                  AllianceBernstein Investments, Inc. - Incorporated by
                  reference to Exhibit (6) to Post-Effective Amendment No. 22 of
                  Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
                  Commission on April 29, 1998.

            (2)   Class B Distribution Services Agreement between the Registrant
                  and AllianceBernstein Investments, Inc. - Incorporated by
                  reference to Exhibit (e)(2) to Post-Effective Amendment No. 28
                  of Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
                  Commission on May 4, 1999.

      (f)   Not applicable.

      (g)         Master  Custodian  Agreement  dated August 3, 2009 between the
                  Registrant  and  State  Street  Bank  and  Trust Company -
                  Filed herewith.

      (h)   (1)   Transfer Agency Agreement between the Registrant and
                  AllianceBernstein Investor Services, Inc. - Incorporated by
                  reference to Exhibit (9) to Post-Effective Amendment No. 22 of
                  Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
                  Commission on April 29, 1998.

            (2)   Expense Limitation Undertaking by AllianceBernstein L.P. -
                  Incorporated by reference to Exhibit (h)(2) to Post-Effective
                  Amendment No. 40 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
                  Securities and Exchange Commission on April 27, 2005.

            (3)   Form of Expense Limitation Undertaking by AllianceBernstein
                  L.P. - Incorporated by reference to Post-Effective Amendment
                  No. 41 of Registrant's Registration Statement on Form N-1A
                  (File Nos. 33-18647 and 811-5398), filed with the Securities
                  and Exchange Commission on March 1, 2006.


      (i)   Opinion and Consent of Seward & Kissel LLP - Filed herewith.

      (j)   Consent of Independent Registered Public Accounting Firm - Filed
            herewith.


      (k)   Not applicable.

      (l)   Not applicable.

      (m)   Rule 12b-1 Class B Distribution Plan - Incorporated by reference to
            Exhibit (m) to Post-Effective Amendment No. 28 of Registrant's
            Registration Statement on Form N-1A (File Nos. 33-18647 and
            811-5398), filed with the Securities and Exchange Commission on May
            4, 1999.

      (n)   Amended and Restated Rule 18f-3 Plan - Incorporated by reference to
            Exhibit (n) to Post-Effective Amendment No. 36 of the Registrant's
            Registration Statement on Form N-1A (File Nos. 33-18647 and
            811-5398), filed with the Securities and Exchange Commission on
            February 11, 2004.

      (p)   (1)   Code of Ethics for the Fund - Incorporated by reference to
                  Exhibit (p)(1) to Post-Effective Amendment No. 31 of
                  Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
                  Commission on April 26, 2001.

            (2)   Code of Ethics for the AllianceBernstein L.P. and
                  AllianceBernstein Investments, Inc. - Incorporated by
                  reference to Exhibit (p)(2) to Post-Effective Amendment No. 4
                  of the Registration Statement on Form N-1A of The
                  AllianceBernstein Pooling Portfolios (File Nos. 333-120487 and
                  811-21673), filed with the Securities and Exchange Commission
                  on December 29, 2006.

Other Exhibits:

                  Powers of Attorney for: John H. Dobkin, Michael J. Downey,
                  William H. Foulk, Jr., D. James Guzy, Nancy P. Jacklin, Robert
                  M. Keith, Garry L. Moody, Marshall C. Turner, Jr. and Earl D.
                  Weiner - Incorporated by reference to Other Exhibit to
                  Post-Effective Amendment No. 48 of Registrant's Registration
                  Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                  filed with the Securities and Exchange Commission on February
                  26, 2009.

ITEM 29.    Persons Controlled by or under Common Control with Registrant.

            None.

ITEM 30.    Indemnification.

            It is the Registrant's policy to indemnify its directors and
            officers, employees and other agents to the maximum extent permitted
            by Section 2-418 of the General Corporation Law of the State of
            Maryland and as set forth in Article EIGHTH of Registrant's Amended
            and Restated Articles of Incorporation, filed as Exhibit (a),
            Article IX of the Registrant's Amended and Restated By-Laws filed as
            Exhibit (b) and Section 9 of the Distribution Services Agreement
            filed as Exhibit (e)(1) and Class B Distribution Services Agreement
            filed as Exhibit (e)(2). The Adviser's liability for any loss
            suffered by the Registrant or its shareholders is set forth in
            Section 4 of the Advisory Agreement filed as Exhibit (d)(1) in
            response to Item 28.

            Article EIGHTH of the Registrant's Articles of Amendment and
      Restatement of Articles of Incorporation reads as follows:

            EIGHTH: (1) To the maximum extent that Maryland law in effect from
            time to time permits limitation of the liability of directors and
            officers of a corporation, no present or former director or officer
            of the Corporation shall be liable to the Corporation or its
            stockholders for money damages.

            (2) The Corporation shall have the power, to the maximum extent
            permitted by Maryland law in effect from time to time, to obligate
            itself to indemnify, and to pay or reimburse reasonable expenses in
            advance of final disposition of a proceeding to, (a) any individual
            who is a present or former director or officer of the Corporation or
            (b) any individual who, while a director or officer of the
            Corporation and at the request of the Corporation, serves or has
            served as a director, officer, partner or trustee of another
            corporation, real estate investment trust, partnership, joint
            venture, trust, employee benefit plan or any other enterprise from
            and against any claim or liability to which such person may become
            subject or which such person may incur by reason of his status as a
            present or former director or officer of the Corporation. The
            Corporation shall have the power, with the approval of the Board of
            Directors, to provide such indemnification and advancement of
            expenses to a person who served a predecessor of the Corporation in
            any of the capacities described in (a) or (b) above and to any
            employee or agent of the Corporation or a predecessor of the
            Corporation.

            (3) The provisions of this Article EIGHTH shall be subject to the
            limitations of the Investment Company Act.

            (4) Neither the amendment nor repeal of this Article EIGHTH, nor the
            adoption or amendment of any other provision of the Charter or
            Bylaws inconsistent with this Article EIGHTH, shall apply to or
            affect in any respect the applicability of the preceding sections of
            this Article EIGHTH with respect to any act or failure to act which
            occurred prior to such amendment, repeal or adoption.

            The Advisory Agreement between the Registrant and AllianceBernstein
            L.P. provides that AllianceBernstein L.P. will not be liable under
            such agreements for any mistake of judgment or in any event
            whatsoever except for lack of good faith and that nothing therein
            shall be deemed to protect, or purport to protect, AllianceBernstein
            L.P. against any liability to Registrant or its security holders to
            which it would otherwise be subject by reason of willful
            misfeasance, bad faith or gross negligence in the performance of its
            duties thereunder, or by reason of reckless disregard of its
            obligations or duties thereunder.

            The Distribution Services Agreement between the Registrant and
            AllianceBernstein Investments, Inc. ("ABI") provides that the
            Registrant will indemnify, defend and hold ABI, and any person who
            controls it within the meaning of Section 15 of the Securities Act
            of 1933, as amended (the "Securities Act"), free and harmless from
            and against any and all claims, demands, liabilities and expenses
            which ABI or any controlling person may incur arising out of or
            based upon any alleged untrue statement of a material fact contained
            in Registrant's Registration Statement or Prospectus or Statement of
            Additional Information or arising out of, or based upon any alleged
            omission to state a material fact required to be stated in either
            thereof or necessary to make the statements in any thereof not
            misleading, provided that nothing therein shall be so construed as
            to protect ABI against any liability to Registrant or its security
            holders to which it would otherwise be subject by reason of willful
            misfeasance, bad faith or gross negligence in the performance of its
            duties, or be reason of reckless disregard of its obligations or
            duties thereunder. The foregoing summaries are qualified by the
            entire text of Registrant's Articles of Incorporation, the Advisory
            Agreement between the Registrant and AllianceBernstein L.P. and the
            Distribution Services Agreement between the Registrant and ABI.

            Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that, in
            the opinion of the Securities and Exchange Commission, such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by the Registrant of expenses incurred or paid by a
            director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question of whether such indemnification by it is against public
            policy as expressed in the Securities Act and will be governed by
            the final adjudication of such issue.

            In accordance with Release No. IC-11330 (September 2, 1980), the
            Registrant will indemnify its directors, officers, investment
            manager and principal underwriters only if (1) a final decision on
            the merits was issued by the court or other body before whom the
            proceeding was brought that the person to be indemnified (the
            indemnitee) was not liable by reason or willful misfeasance, bad
            faith, gross negligence or reckless disregard of the duties involved
            in the conduct of his office (disabling conduct) or (2) a reasonable
            determination is made, based upon a review of the facts, that the
            indemnitee was not liable by reason of disabling conduct, by (a) the
            vote of a majority of a quorum of the directors who are neither
            interested persons of the Registrant as defined in section 2(a)(19)
            of the Investment Company Act of 1940 nor parties to the proceeding
            (disinterested, non-party directors), or (b) an independent legal
            counsel in a written opinion. The Registrant will advance attorneys
            fees or other expenses incurred by its directors, officers,
            investment adviser or principal underwriters in defending a
            proceeding, upon the undertaking by or on behalf of the indemnitee
            to repay the advance unless it is ultimately determined that he is
            entitled to indemnification and, as a condition to the advance, (1)
            the indemnitee shall provide a security for his undertaking, (2) the
            Registrant shall be insured against losses arising by reason of any
            lawful advances, or (3) a majority of a quorum of disinterested,
            non-party directors of the Registrant, or an independent legal
            counsel in a written opinion, shall determine, based on a review of
            readily available facts (as opposed to a full trial-type inquiry),
            that there is reason to believe that the indemnitee ultimately will
            be found entitled to indemnification.

            ARTICLE IX of the Registrant's Amended and Restated By-laws reads as
            follows:

            ARTICLE IX. Indemnification.

            To the maximum extent permitted by Maryland law in effect from time
            to time, the Corporation shall indemnify and, without requiring a
            preliminary determination of the ultimate entitlement to
            indemnification, shall pay or reimburse reasonable expenses in
            advance of final disposition of a proceeding to (a) any individual
            who is a present or former director or officer of the Corporation
            and who is made or threatened to be made a party to the proceeding
            by reason of his or her service in any such capacity or (b) any
            individual who, while a director or officer of the Corporation and
            at the request of the Corporation, serves or has served as a
            director, officer, partner or trustee of another corporation, real
            estate investment trust, partnership, joint venture, trust, employee
            benefit plan or other enterprise and who is made or threatened to be
            made a party to the proceeding by reason of his or her service in
            any such capacity. The Corporation may, with the approval of its
            Board of Directors or any duly authorized committee thereof, provide
            such indemnification and advance for expenses to a person who served
            a predecessor of the Corporation in any of the capacities described
            in (a) or (b) above and to any employee or agent of the Corporation
            or a predecessor of the Corporation. The termination of any claim,
            action, suit or other proceeding involving any person, by judgment,
            settlement (whether with or without court approval) or conviction or
            upon a plea of guilty or nolo contendere, or its equivalent, shall
            not create a presumption that such person did not meet the standards
            of conduct required for indemnification or payment of expenses to be
            required or permitted under Maryland law, these Bylaws or the
            Charter. Any indemnification or advance of expenses made pursuant to
            this Article shall be subject to applicable requirements of the 1940
            Act. The indemnification and payment of expenses provided in these
            Bylaws shall not be deemed exclusive of or limit in any way other
            rights to which any person seeking indemnification or payment of
            expenses may be or may become entitled under any bylaw, regulation,
            insurance, agreement or otherwise.

            Neither the amendment nor repeal of this Article, nor the adoption
            or amendment of any other provision of the Bylaws or Charter
            inconsistent with this Article, shall apply to or affect in any
            respect the applicability of the preceding paragraph with respect to
            any act or failure to act which occurred prior to such amendment,
            repeal or adoption.

            The Registrant participates in a joint directors and officers
            liability insurance policy issued by the ICI Mutual Insurance
            Company. Coverage under this policy has been extended to directors,
            trustees and officers of the investment companies managed by
            AllianceBernstein L.P. Under this policy, outside trustees and
            directors are covered up to the limits specified for any claim
            against them for acts committed in their capacities as trustee or
            director. A pro rata share of the premium for this coverage is
            charged to each investment company and to the Adviser.

ITEM 31.    Business and Other Connections of Adviser.

            The descriptions of AllianceBernstein L.P. under the caption
            Management of the Fund in the Prospectus and in the Statement of
            Additional Information constituting Parts A and B, respectively, of
            this Registration Statement are incorporated by reference herein.

            The information as to the directors and executive officers of
            AllianceBernstein Corporation, the general partner of
            AllianceBernstein L.P., set forth in AllianceBernstein L.P.'s Form
            ADV filed with the Securities and Exchange Commission on April 21,
            1988 (File No. 801-32361) and amended through the date hereof, is
            incorporated by reference herein.

ITEM 32.    Principal Underwriters.

      (a)   ABI, is the Registrant's Principal Underwriter in connection with
            the sale of shares of the Registrant. ABI also acts as Principal
            Underwriter or Distributor for the following investment companies:

               AllianceBernstein Balanced Shares, Inc.
               AllianceBernstein Blended Style Series, Inc.
               AllianceBernstein Bond Fund, Inc.
               AllianceBernstein Cap Fund, Inc.
               AllianceBernstein Core Opportunities Fund, Inc.
               AllianceBernstein Corporate Shares
               AllianceBernstein Diversified Yield Fund, Inc.
               AllianceBernstein Exchange Reserves
               AllianceBernstein Fixed-Income Shares, Inc.
               AllianceBernstein Global Bond Fund, Inc.
               AllianceBernstein Global Growth Fund, Inc.
               AllianceBernstein Global Real Estate Investment Fund, Inc.
               AllianceBernstein Global Thematic Growth Fund, Inc.
               AllianceBernstein Greater China '97 Fund, Inc.
               AllianceBernstein Growth and Income Fund, Inc.
               AllianceBernstein High Income Fund, Inc.
               AllianceBernstein Institutional Funds, Inc.
               AllianceBernstein Intermediate California Municipal Portfolio(1)
               AllianceBernstein Intermediate Diversified Municipal Portfolio(1)
               AllianceBernstein Intermediate New York Municipal Portfolio(1)
               AllianceBernstein International Portfolio(1)
               AllianceBernstein International Growth Fund, Inc.
               AllianceBernstein Large Cap Growth Fund, Inc.
               AllianceBernstein Municipal Income Fund, Inc.
               AllianceBernstein Municipal Income Fund II
               AllianceBernstein Short Duration Portfolio(1)
               AllianceBernstein Small/Mid Cap Growth Fund, Inc.
               AllianceBernstein Tax-Managed International Portfolio(1)
               AllianceBernstein Trust
               AllianceBernstein Utility Income Fund, Inc.
               Sanford C. Bernstein Fund II, Inc.
               The AllianceBernstein Pooling Portfolios
               The AllianceBernstein Portfolios

--------
(1)   This is a retail Portfolio of Sanford C. Bernstein Fund, Inc. which
      consists of Classes A, B and C shares.


                             POSITIONS AND              POSITIONS AND
                             OFFICES WITH               OFFICES WITH
NAME                         UNDERWRITER                REGISTRANT
----                         -----------                ----------

Directors

Robert M. Keith              Director and President     President and Chief
                                                        Executive Officer

Mark R. Manley               Director and Secretary

Officers

Andrew L. Gangolf            Senior Vice President      Assistant Secretary
                             and Assistant
                             General Counsel

Emilie D. Wrapp              Senior Vice President,     Secretary
                             Assistant General
                             Counsel and Assistant
                             Secretary

Christopher S. Alpaugh       Senior Vice President

Audie G. Apple               Senior Vice President

Kenneth F. Barkoff           Senior Vice President

Steven R. Barr               Senior Vice President
                             and Assistant Secretary

Amy I. Belew                 Senior Vice President

Peter G. Callahan            Senior Vice President

Kevin T. Cannon              Senior Vice President

Russell R. Corby             Senior Vice President

John W. Cronin               Senior Vice President

Richard A. Davies            Senior Vice President

John C. Endahl               Senior Vice President

Adam E. Engelhardt           Senior Vice President

John Edward English          Senior Vice President

Edward J. Farrell            Senior Vice President
                             and Controller

Michael Foley                Senior Vice President

Brian D. Gallary             Senior Vice President

Mark D. Gersten              Senior Vice President

Kenneth L. Haman             Senior Vice President

Joseph P. Healy              Senior Vice President

Mary V. Kralis Hoppe         Senior Vice President

Harold Hughes                Senior Vice President

Scott Hutton                 Senior Vice President

Oscar J. Isoba               Senior Vice President

Robert H. Joseph, Jr.        Senior Vice President
                             and Chief Financial
                             Officer

Ajai M. Kaul                 Senior Vice President

Georg Kyd-Rebenburg          Senior Vice President

Eric L. Levinson             Senior Vice President

James M. Liptrot             Senior Vice President
                             and Assistant Controller

William Marsalise            Senior Vice President

Matthew P. Mintzer           Senior Vice President

Joanna D. Murray             Senior Vice President

Daniel A. Notto              Senior Vice President,
                             Counsel and Assistant
                             Secretary

Jeffrey A. Nye               Senior Vice President

John J. O'Connor             Senior Vice President

Suchet Padhye (Pandurang)    Senior Vice President

Mark A. Pletts               Senior Vice President

Miguel A. Rozensztroch       Senior Vice President

Stephen C. Scanlon           Senior Vice President

John P. Schmidt              Senior Vice President

Gregory K. Shannahan         Senior Vice President

Elizabeth M. Smith           Senior Vice President

Mark Sullivan                Senior Vice President

Peter J. Szabo               Senior Vice President

Joseph T. Tocyloski          Senior Vice President

Suzanne Ton                  Senior Vice President

Derek Yung                   Senior Vice President

Albert J. Angelus            Vice President

Peter J. Barron              Vice President

William G. Beagle            Vice President

DeAnna D. Beedy              Vice President

Christopher M. Berenbroick   Vice President

Chris Boeker                 Vice President

Brandon W. Born              Vice President

Richard A. Brink             Vice President

Shaun D. Bromley             Vice President

Brian Buehring               Vice President

Daniel W. Carey              Vice President

Alice L. Chan                Vice President

Laura A. Channell            Vice President

Nelson Kin Hung Chow         Vice President

Flora Chuang                 Vice President

Peter T. Collins             Vice President

Joseph D. Connell, Jr.       Vice President

Michael C. Conrath           Vice President

Dwight P. Cornell            Vice President

Robert A. Craft              Vice President

Robert J. Cruz               Vice President

Silvio Cruz                  Vice President

John D. Curry                Vice President

Walter F. Czaicki            Vice President

John M. D'Agostino           Vice President

Christine M. Dehil           Vice President

Giuliano De Marchi           Vice President

Darren K. DeSimone           Vice President

Daniel A. Dean               Vice President

Ralph A. DiMeglio            Vice President

Joseph T. Dominguez          Vice President

Kilie A. Donahue             Vice President

Bradford P. Doninger         Vice President

Barbara Anne Donovan         Vice President

Robert Dryzgula              Vice President

Daniel Ennis                 Vice President

Michael J. Eustic            Vice President

Hollie G. Fagan              Vice President

Matthew G. Fetchko           Vice President

Michael F. Foy               Vice President

Yuko Funato                  Vice President

Kevin T. Gang                Vice President

Mark A. Gessner              Vice President

Mark C. Glatley              Vice President

Roger Goncalves              Vice President

Stefanie M. Gonzalez         Vice President

Kimberly A. Collins Gorab    Vice President

Tetsuya Hada                 Vice President

Brian P. Hanna               Vice President

Kenneth Handler              Vice President

John G. Hansen               Vice President

Terry L. Harris              Vice President

Michael S. Hart              Vice President

Youichi Hashimoto            Vice President

Daniel R. Hemberger          Vice President

Oliver Herson                Vice President

Vincent Huang                Vice President

Anthony D. Ialeggio          Vice President

Eric S. Indovina             Vice President

Kumar Jagdeo II              Vice President

Tina Kao                     Vice President

Julie E. (Gerstmayr) Kelly   Vice President

Matthew L. Joki              Vice President

Hiroshi Kimura               Vice President

Joseph B. Kolman             Vice President

Scott M. Krauthamer          Vice President

Jeffrey J. Lamb              Vice President

Christopher J. Larkin        Vice President

Chang Hyun Lee               Vice President

Jonathan M. Liang            Vice President

Karen (Yeow Ping) Lim        Vice President

Laurel E. Lindner            Vice President

Edward R. Lupo               Vice President

Jennifer L. Magill           Vice President

Todd Mann                    Vice President

Silvia Manz                  Vice President

Osama Mari                   Vice President

Kevin McGarry                Vice President

Joseph R. McLean             Vice President

Nicola Meotti                Vice President

Yuji Mihashi                 Vice President

Bart D. Miller               Vice President

David Mitchell               Vice President

Thomas F. Monnerat           Vice President

Hiroyuki Morishita           Vice President

Troy E. Mosconi              Vice President

Paul S. Moyer                Vice President

Juan Mujica                  Vice President

John F. Multhauf             Vice President

Robert D. Nelms              Vice President

Jamie A. Nieradka            Vice President

Suzanne E. Norman            Vice President

John J. Onofrio              Vice President and
                             Assistant Treasurer

Ian J. O'Brien-Rupert        Vice President

Alex E. Pady                 Vice President

David D. Paich               Vice President

Kimchu Perrington            Vice President

Leo J. Peters IV             Vice President

Thomas C. Pfeifer            Vice President

Jeffrey Pietragallo          Vice President

Damien J. Porras             Vice President

Andrew Prescott              Vice President

Joseph J. Proscia            Vice President

John D. Prosperi             Vice President

Carol H. Rappa               Vice President

Jessie A. Reich              Vice President

Heidi A. Richardson          Vice President

James A. Rie                 Vice President

Lauryn A. Rivello            Vice President

Patricia A. Roberts          Vice President

Claudio Rondolini            Vice President

Craig Schorr                 Vice President

Kristin M. Seabold           Vice President

William D. Shockley          Vice President

Praveen K. Singh             Vice President

Karen Sirett                 Vice President

John F. Skahan               Vice President

Laurie L. Snively            Vice President

Orlando Soler                Vice President

Daniel L. Stack              Vice President

Ben H. Stairs                Vice President

Jason P. Stevens             Vice President

Peter Stiefel                Vice President

Sharon Su                    Vice President

Kelly P. Sudafer             Vice President
(aka Kelly Sudovar)

Atsuko Takeuchi              Vice President

Scott M. Tatum               Vice President

Christopher R. Thabet        Vice President

Jay D. Tini                  Vice President

William Tohme                Vice President

Keri-Ann S. Toritto          Vice President

Laura L. Tocchet             Vice President

Louis L. Tousignant          Vice President

Ming (Ming Kai) Tung         Vice President

Christian G. Wilson          Vice President

Stephen M. Woetzel           Vice President

Chapman Tsan Man Wong        Vice President

Joanna Wong (Chun-Yen)       Vice President

Yoshinari Yagi               Vice President

Isabelle (Hsin-I) Yen        Vice President

Scott D. Zambon              Vice President

Oscar Zarazua                Vice President

Martin J. Zayac              Vice President

Constantin L. Andreae        Assistant Vice President

Steven D. Barbesh            Assistant Vice President

Claudio Roberto Bello        Assistant Vice President

Roy C. Bentzen               Assistant Vice President

James M. Broderick           Assistant Vice President

Erik Carell                  Assistant Vice President

Helena Carvalho              Assistant Vice President

Naji Choueri                 Assistant Vice President

Daisy (Sze Kie) Chung        Assistant Vice President

Christine M. Crowley         Assistant Vice President

Jamila Dalia                 Assistant Vice President

Francesca Dattola            Assistant Vice President

Marc J. Della Pia            Assistant Vice President

Michael J. Ferraro           Assistant Vice President

Robert A. Fiorentino         Assistant Vice President

Jose R. Garcia               Assistant Vice President

Cecilia N. Gomes             Assistant Vice President

Friederike Grote             Assistant Vice President

Joseph Haag                  Assistant Vice President

Lia A. Horii                 Assistant Vice President

Brian M. Horvath             Assistant Vice President

Sylvia Hsu                   Assistant Vice President

Isabelle Husson              Assistant Vice President

Jang Joong Kim               Assistant Vice President

Junko Kimura                 Assistant Vice President

Amber A. Knighten            Assistant Vice President

Aaron S. Kravitz             Assistant Vice President

Stephen J. Laffey            Assistant Vice President   Assistant Secretary
                             and Counsel

Edward G. Lamsback           Assistant Vice President

Ginnie Li                    Assistant Vice President

Jim Liu                      Assistant Vice President

David Lyons                  Assistant Vice President

Mark J. Maier                Assistant Vice President

Matthew J. Malvey            Assistant Vice President

Francesco Martello           Assistant Vice President

Russell B. Martin            Assistant Vice President

David G. Mitchell            Assistant Vice President

Jennifer A. Mulhall          Assistant Vice President

William N. Parker            Assistant Vice President

Brian W. Paulson             Assistant Vice President

Steven Pavlovic              Assistant Vice President

Pablo Perez                  Assistant Vice President

Anthony W. Piccola           Assistant Vice President

Jared M. Piche               Assistant Vice President

Vinod B. Pittampalli         Assistant Vice President

Cameron V. Polek             Assistant Vice President

Mark A. Quarno               Assistant Vice President

Jennifer B. Robinson         Assistant Vice President

Jennifer R. Rolf             Assistant Vice President

Michael J. Shavel            Assistant Vice President

Chizu Soga                   Assistant Vice President

Chang Min Song               Assistant Vice President

Susanne Stallkamp            Assistant Vice President

Matthew M. Stebner           Assistant Vice President

Michiyo Tanaka               Assistant Vice President

Miyako Taniguchi             Assistant Vice President

Damaris Torres               Assistant Vice President

Laurence Vandecasteele       Assistant Vice President

Wendy Weng                   Assistant Vice President

Jeffrey Western              Assistant Vice President

William Wielgolewski         Assistant Vice President

Colin T. Burke               Assistant Secretary


            (b) The following are the Directors and Officers of
AllianceBernstein Investments, Inc., the principal place of business of which is
1345 Avenue of the Americas, New York, New York, 10105.

            (c) Not Applicable.

ITEM 33.    Location of Accounts and Records.

            The accounts, books and other documents required to be maintained by
            Section 31(a) of the Investment Company Act of 1940 and the Rules
            thereunder are maintained as follows: journals, ledgers, securities
            records and other original records are maintained principally at the
            offices of AllianceBernstein Investor Services, Inc., P.O. Box
            786003, San Antonio, Texas 78278-6003, and at the offices of State
            Street Bank and Trust Company, the Registrant's custodian, One
            Lincoln Street, Boston, Massachusetts 02111. All other records so
            required to be maintained are maintained at the offices of
            AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
            York 10105.


ITEM 34.    Management Services.

            Not Applicable.

ITEM 35.    Undertakings.

            Not Applicable.




                                   SIGNATURES


            Pursuant to the requirements of the Securities Act of 1933, as
amended and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness to this
amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of New York and State of New York, on the 29th day of April, 2010.


                        ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.


                                        By:  Robert M. Keith*
                                             ----------------
                                             Robert M. Keith
                                             President

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:

      SIGNATURE                       TITLE                       DATE
      ---------                       -----                       ----

1.    Principal Executive Officer


           Robert M. Keith*           President and Chief         April 29, 2010
           ---------------            Executive Officer
           Robert M. Keith


2.    Principal Financial and
      Accounting Officer


      /s/ Joseph  J. Mantineo         Treasurer and               April 29, 2010
      -----------------------         Chief Financial
          Joseph J. Mantineo          Officer


3.    All of the Directors:

      John H. Dobkin*
      Michael Downey*
      William H. Foulk, Jr.*
      D. James Guzy*
      Nancy P. Jacklin*
      Garry L. Moody*
      Marshall C. Turner, Jr.*
      Earl D. Weiner*


      *By: /s/ Andrew L. Gangolf                                  April 29, 2010
           ---------------------
               Andrew L. Gangolf
               (Attorney-in-fact)




                               INDEX TO EXHIBITS
                               -----------------

Exhibit No.       Description of Exhibits
-----------       -----------------------




(g)               Master Custodian Agreement

(i)               Opinion and Consent of Seward & Kissel LLP

(j)               Consent of Independent Registered Public Accounting Firm

SK 00250 0292 1088162

EX-99.G

                                                                  Execution copy


                           MASTER CUSTODIAN AGREEMENT

      This Agreement effective as of August 3, 2009 by and among each management
investment company identified on Appendix A hereto (each such investment company
and each management investment company made subject to this Agreement in
accordance with Section 18.5 below, shall hereinafter be referred to as the
"FUND"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company
(the "CUSTODIAN").

                                  WITNESSETH:

      WHEREAS, each Fund may or may not be authorized to issue shares of common
stock or shares of beneficial interest in separate series ("SHARES"), with each
such series representing interests in a separate portfolio of securities and
other assets;

      WHEREAS, each Fund so authorized intends that this Agreement be applicable
to each of its series set forth on Appendix A hereto (such series together with
all other series subsequently established by the Fund and made subject to this
Agreement in accordance with Section 18.6 below, shall hereinafter be referred
to as the "PORTFOLIO(S)").

      WHEREAS, each Fund not so authorized intends that this Agreement be
applicable to it and all references hereinafter to one or more "Portfolio(s)"
shall be deemed to refer to such Fund(s); and

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT.

Each Fund hereby employs the Custodian as a custodian of assets of the
Portfolios, including securities which the Fund, on behalf of the applicable
Portfolio, desires to be held in places within the United States ("DOMESTIC
SECURITIES") and securities it desires to be held outside the United States
("FOREIGN SECURITIES"). Each Fund, on behalf of its Portfolio(s), agrees to
deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such Shares as may be issued or
sold from time to time. The Custodian shall not be responsible for any property
of a Portfolio which is not received by it or which is delivered out in
accordance with Proper Instructions (as such term is defined in Section 7
hereof) including, without limitation, Portfolio property (i) held by brokers,
private bankers or other entities on behalf of the Portfolio (each a "LOCAL
AGENT"), (ii) held by Special Sub-Custodians (as such term is defined in Section
5 hereof), (iii) held by entities which have advanced monies to or on behalf of
the Portfolio and which have received Portfolio property as security for such
advance(s) (each a "PLEDGEE"), or (iv) delivered or otherwise removed from the
custody of the Custodian (a) in connection with any Free Trade (as such term is
defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special
Instructions (as such term is defined in Section 7 hereof). With respect to
uncertificated shares (the "UNDERLYING SHARES") of registered "investment
companies" (as defined in Section 3(a)(1) of the Investment Company Act of 1940,
as amended from time to time (the "1940 ACT")), whether in the same "group of
investment companies" (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or
otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act
(hereinafter sometimes referred to as the "UNDERLYING PORTFOLIOS") the holding
of confirmation statements that identify the shares as being recorded in the
Custodian's name on behalf of the Portfolios will be deemed custody for purposes
hereof.

Each Fund and the Custodian agree that the securities and other assets, other
than cash, held on behalf of the Portfolios are "financial assets" within the
meaning of Section 8-102(a) of the Uniform Commercial Code as in effect in
Massachusetts (the "UCC") that the Custodian is holding in a "securities
account" within the meaning of Section 8-501 of the UCC. Other than Identified
Securities (as defined below), the Custodian is holding such securities and
other assets, other than cash, as a "securities intermediary" within the meaning
of Section 8-102(a) of the UCC. The parties hereto acknowledge that no security
entitlement shall exist with respect to any cash or to any financial asset held
in any account which is registered in the name of the Fund, payable to the order
of the Fund or specially indorsed to the Fund or any third party (each such
asset an "IDENTIFIED SECURITY"), except to the extent such Identified Security
has been specially indorsed by the Fund to the Custodian or in blank.

The Fund hereby acknowledges that any securities or other assets issued outside
the United States ("FOREIGN SECURITY SYSTEM ASSETS") which may be held by the
Custodian, a sub-custodian within the Custodian's network of sub-custodians or a
depository or book-entry system for the central handling of securities and other
financial assets in which the Custodian or the sub-custodian are participants
may not permit the Fund to have a security entitlement under the UCC from the
Custodian with respect to such Foreign Security System Assets. If the Fund does
not have a security entitlement from the Custodian, such securities or other
assets shall not be a financial asset. The Fund hereby further acknowledges that
the Custodian gives no assurance that a security entitlement is created under
the UCC with respect to the Fund's assets held in Euroclear or Cedelbank or
their successors.

Upon receipt of Proper Instructions, the Custodian shall on behalf of the
applicable Portfolio(s) from time to time employ one or more sub-custodians
located in the United States, but only in accordance with an applicable vote by
the Board of Trustees or the Board of Directors of the Fund (as appropriate, and
in each case, the "BOARD") on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less responsibility or
liability to any Fund on account of any actions or omissions of any
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian may place and maintain each Fund's foreign securities with foreign
banking institution sub-custodians employed by the Custodian and/or foreign
securities depositories, all as designated in Schedules A and B hereto, but only
in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO
           BE HELD IN THE UNITED STATES.

      SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property, to be held by
it in the United States, including all domestic securities owned by such
Portfolio other than (a) securities which are maintained pursuant to Section 2.8
in a clearing agency which acts as a securities depository or in a book-entry
system authorized by the U.S. Department of the Treasury (each, a "U.S.
SECURITIES SYSTEM") and (b) Underlying Shares owned by each Fund which are
maintained pursuant to Section 2.10 hereof in an account with State Street Bank
and Trust Company or such other entity which may from time to time act as a
transfer agent for the Underlying Portfolios and with respect to which the
Custodian is provided with Proper Instructions (the "UNDERLYING TRANSFER
AGENT").

      SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and
deliver domestic securities owned by a Portfolio held by the Custodian, in a
U.S. Securities System account of the Custodian or in an account at the
Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of
the applicable Portfolio, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

      1)      Upon sale of such securities for the account of the Portfolio and
              receipt of payment therefor;

      2)      Upon the receipt of payment in connection with any repurchase
              agreement related to such securities entered into by the
              Portfolio;

      3)      In the case of a sale effected through a U.S. Securities System,
              in accordance with the provisions of Section 2.8 hereof;

      4)      To the depository agent in connection with tender or other similar
              offers for securities of the Portfolio;

      5)      To the issuer thereof or its agent when such securities are
              called, redeemed, retired or otherwise become payable; provided
              that, in any such case, the cash or other consideration is to be
              delivered to the Custodian;

      6)      To the issuer thereof, or its agent, (a) for transfer into the
              name of the Portfolio or into the name of any nominee or nominees
              of the Custodian or into the name or nominee name of any agent
              appointed pursuant to Section 2.7 or into the name or nominee name
              of any sub-custodian appointed pursuant to Section 1 or (b) for
              exchange for a different number of bonds, certificates or other
              evidence representing the same aggregate face amount or number of
              units; provided that, in any such case, the new securities are to
              be delivered to the Custodian;

      7)      Upon the sale of such securities for the account of the Portfolio,
              to the broker or its clearing agent, against a receipt, for
              examination in accordance with "street delivery" custom; provided
              that in any such case, the Custodian shall have no responsibility
              or liability for any loss arising from the delivery of such
              securities prior to receiving payment for such securities except
              as may arise from the Custodian's own negligence or willful
              misconduct;

      8)      For exchange or conversion pursuant to any plan of merger,
              consolidation, recapitalization, reorganization or readjustment of
              the securities of the issuer of such securities, or pursuant to
              provisions for conversion contained in such securities, or
              pursuant to any deposit agreement; provided that, in any such
              case, the new securities and cash, if any, are to be delivered to
              the Custodian;

      9)      In the case of warrants, rights or similar securities, the
              surrender thereof in the exercise of such warrants, rights or
              similar securities or the surrender of interim receipts or
              temporary securities for definitive securities; provided that, in
              any such case, the new securities and cash, if any, are to be
              delivered to the Custodian;

      10)     For delivery in connection with any loans of securities made by
              the Portfolio (a) against receipt of collateral as agreed from
              time to time by the Fund on behalf of the Portfolio, except that
              in connection with any loans for which collateral is to be
              credited to the Custodian's account in the book-entry system
              authorized by the U.S. Department of the Treasury, the Custodian
              will not be held liable or responsible for the delivery of
              securities owned by the Portfolio prior to the receipt of such
              collateral or (b) to a lending agent, or such lending agent's
              custodian, in accordance with written Proper Instructions (which
              need not provide for the receipt by the Custodian of collateral
              therefor) agreed upon from time to time by the Custodian and the
              Fund;

      11)     For delivery as security in connection with any borrowing by a
              Fund on behalf of a Portfolio requiring a pledge of assets by the
              Fund on behalf of such Portfolio;

      12)     For delivery in accordance with the provisions of any agreement
              among the Fund on behalf of the Portfolio, the Custodian and a
              broker-dealer registered under the Securities Exchange Act of 1934
              (the "EXCHANGE ACT") and a member of the Financial Industry
              Regulatory Authority, Inc. ("FINRA", formerly known as The
              National Association of Securities Dealers, Inc.), relating to
              compliance with the rules of The Options Clearing Corporation and
              of any registered national securities exchange, or of any similar
              organization or organizations, regarding escrow or other
              arrangements in connection with transactions by the Fund on behalf
              of a Portfolio;

      13)     For delivery in accordance with the provisions of any agreement
              among a Fund on behalf of the Portfolio, the Custodian, and a
              futures commission merchant registered under the Commodity
              Exchange Act, relating to compliance with the rules of the
              Commodity Futures Trading Commission (the "CFTC") and/or any
              contract market, or any similar organization or organizations,
              regarding account deposits in connection with transactions by the
              Fund on behalf of a Portfolio;

      14)     Upon the sale or other delivery of such investments (including,
              without limitation, to one or more (a) Special Sub-Custodians or
              (b) additional custodians appointed by the Fund, and communicated
              to the Custodian from time to time via a writing duly executed by
              an authorized officer of the Fund, for the purpose of engaging in
              repurchase agreement transactions(s), each a "REPO CUSTODIAN"),
              and prior to receipt of payment therefor, as set forth in written
              Proper Instructions (such delivery in advance of payment, along
              with payment in advance of delivery made in accordance with
              Section 2.6(7), as applicable, shall each be referred to herein as
              a "FREE TRADE"), provided that such Proper Instructions shall set
              forth (a) the securities of the Portfolio to be delivered and (b)
              the person(s) to whom delivery of such securities shall be made;

      15)     Upon receipt of instructions from the Fund's transfer agent (the
              "TRANSFER AGENT") for delivery to such Transfer Agent or to the
              holders of Shares in connection with distributions in kind, as may
              be described from time to time in the currently effective
              prospectus and statement of additional information of the Fund
              related to the Portfolio (the "PROSPECTUS"), in satisfaction of
              requests by holders of Shares for repurchase or redemption;

      16)     In the case of a sale processed through the Underlying Transfer
              Agent of Underlying Shares, in accordance with Section 2.10
              hereof;

      17)     For delivery as initial or variation margin in connection with
              futures or options on futures contracts entered into by the Fund
              on behalf of the Portfolio; and

      18)     For any other purpose, but only upon receipt of Proper
              Instructions from the Fund on behalf of the applicable Portfolio
              specifying (a) the securities of the Portfolio to be delivered and
              (b) the person or persons to whom delivery of such securities
              shall be made.

      SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or
of any nominee of the Custodian which nominee shall be assigned exclusively to
the Portfolio, unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered management investment
companies having the same investment adviser as the Portfolio, or in the name or
nominee name of any agent appointed pursuant to Section 2.7 or in the name or
nominee name of any sub-custodian appointed pursuant to Section 1. All
securities accepted by the Custodian on behalf of the Portfolio under the terms
of this Agreement shall be in "street name" or other good delivery form. If,
however, a Fund directs the Custodian to maintain securities in "street name",
the Custodian shall utilize its best efforts only to timely collect income due
the Fund on such securities and to notify the Fund on a best efforts basis only
of relevant corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.

      SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a
separate bank account or accounts in the United States in the name of each
Portfolio of each Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the 1940
Act. Funds held by the Custodian for a Portfolio may be deposited by it to its
credit as Custodian in the banking department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or trust company
shall on behalf of each applicable Portfolio be approved by vote of a majority
of the Board. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.

      SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio
property released and delivered pursuant to Section 2.2(14) or purchased
pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments with
respect to registered domestic securities held hereunder to which each Portfolio
shall be entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other payments with
respect to bearer domestic securities if, on the date of payment by the issuer,
such securities are held by the Custodian or its agent thereof and shall credit
such income, as collected, to such Portfolio's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach and present
for payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Income due each Portfolio on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the applicable
Fund. The Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data as may be necessary
to assist the Fund in arranging for the timely delivery to the Custodian of the
income to which the Portfolio is properly entitled.

      SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on
behalf of the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay out monies of a
Portfolio in the following cases only:

      1)      Upon the purchase of domestic securities, options, futures
              contracts or options on futures contracts for the account of the
              Portfolio but only (a) against the delivery of such securities or
              evidence of title to such options, futures contracts or options on
              futures contracts to the Custodian (or any bank, banking firm or
              trust company doing business in the United States or abroad which
              is qualified under the 1940 Act to act as a custodian and has been
              designated by the Custodian as its agent for this purpose)
              registered in the name of the Portfolio or in the name of a
              nominee of the Custodian referred to in Section 2.3 hereof or in
              proper form for transfer; (b) in the case of a purchase effected
              through a U.S. Securities System, in accordance with the
              conditions set forth in Section 2.8 hereof; (c) in the case of a
              purchase of Underlying Shares, in accordance with the conditions
              set forth in Section 2.10 hereof; (d) in the case of repurchase
              agreements entered into between the applicable Fund on behalf of a
              Portfolio and the Custodian, or another bank, or a broker-dealer
              which is a member of FINRA, (i) against delivery of the securities
              either in certificate form or through an entry crediting the
              Custodian's account at the Federal Reserve Bank with such
              securities or (ii) against delivery of the receipt evidencing
              purchase by the Portfolio of securities owned by the Custodian
              along with written evidence of the agreement by the Custodian to
              repurchase such securities from the Portfolio; or (e) for transfer
              to a time deposit account of the Fund in any bank, whether
              domestic or foreign; such transfer may be effected prior to
              receipt of a confirmation from a broker and/or the applicable bank
              pursuant to Proper Instructions from the Fund as defined herein;

      2)      In connection with conversion, exchange or surrender of securities
              owned by the Portfolio as set forth in Section 2.2 hereof;

      3)      For the redemption or repurchase of Shares issued as set forth in
              Section 6 hereof;

      4)      For the payment of any expense or liability incurred by the
              Portfolio, including but not limited to the following payments for
              the account of the Portfolio: interest, taxes, management,
              accounting, transfer agent and legal fees, and operating expenses
              of the Fund whether or not such expenses are to be in whole or
              part capitalized or treated as deferred expenses;

      5)      For the payment of any dividends on Shares declared pursuant to
              the Fund's articles of incorporation or organization and by-laws
              or agreement or declaration of trust, as applicable, and
              Prospectus (collectively, "GOVERNING DOCUMENTS");

      6)      For payment of the amount of dividends received in respect of
              securities sold short;

      7)      Upon the purchase of domestic investments including, without
              limitation, repurchase agreement transactions involving delivery
              of Portfolio monies to Repo Custodian(s), and prior to receipt of
              such investments, as set forth in written Proper Instructions
              (such payment in advance of delivery, along with delivery in
              advance of payment made in accordance with Section 2.2(14), as
              applicable, shall each be referred to herein as a "FREE TRADE"),
              provided that such Proper Instructions shall also set forth (a)
              the amount of such payment and (b) the person(s) to whom such
              payment is made;

      8)      For payment as initial or variation margin in connection with
              futures or options on futures contracts entered into by the Fund
              on behalf of the Portfolio; and

      9)      For any other purpose, but only upon receipt of Proper
              Instructions from the Fund on behalf of the Portfolio specifying
              (a) the amount of such payment and (b) the person or persons to
              whom such payment is to be made.

      SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the 1940 Act to act as a custodian, as
its agent to carry out such of the provisions of this Section 2 as the Custodian
may from time to time direct; provided, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or liabilities
hereunder. The Underlying Transfer Agent shall not be deemed an agent or
sub-custodian of the Custodian for purposes of this Section 2.7 or any other
provision of this Agreement.

      SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The
Custodian may deposit and/or maintain or permit any agent to deposit and/or
maintain securities owned by a Portfolio in a U.S. Securities System in
compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from
time to time.

      SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions on behalf of each applicable Portfolio, establish and maintain a
segregated account or accounts for and on behalf of each such Portfolio, into
which account or accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to Section 2.8
hereof, (a) in accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered under the
Exchange Act and a member of the FINRA (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered national
securities exchange (or the CFTC or any registered contract market), or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio, (b) for purposes of segregating
cash or government securities in connection with options purchased, sold or
written by the Portfolio or commodity futures contracts or options thereon
purchased or sold by the Portfolio, (c) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act Release No.
10666, or any subsequent release of the U.S. Securities and Exchange Commission
(the "SEC"), or interpretative opinion of the staff of the SEC, relating to the
maintenance of segregated accounts by registered management investment
companies, and (d) for any other purpose in accordance with Proper Instructions.

      SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT.
Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio,
shall be deposited and/or maintained in an account or accounts maintained with
an Underlying Transfer Agent and the Custodian's only responsibilities with
respect thereto shall be limited to the following:

      1)      Upon receipt of a confirmation or statement from an Underlying
              Transfer Agent that such Underlying Transfer Agent is holding or
              maintaining Underlying Shares in the name of the Custodian (or a
              nominee of the Custodian) for the benefit of a Portfolio, the
              Custodian shall identify by book-entry that such Underlying Shares
              are being held by it as custodian for the benefit of such
              Portfolio.

      2)      In respect of the purchase of Underlying Shares for the account of
              a Portfolio, upon receipt of Proper Instructions, the Custodian
              shall pay out monies of such Portfolio as so directed, and record
              such payment from the account of such Portfolio on the Custodian's
              books and records.

      3)      In respect of the sale or redemption of Underlying Shares for the
              account of a Portfolio, upon receipt of Proper Instructions, the
              Custodian shall transfer such Underlying Shares as so directed,
              record such transfer from the account of such Portfolio on the
              Custodian's books and records and, upon the Custodian's receipt of
              the proceeds therefor, record such payment for the account of such
              Portfolio on the Custodian's books and records.

      The Custodian shall not be liable to the Fund for any loss or damage to
      the Fund or any Portfolio resulting from the maintenance of Underlying
      Shares with an Underlying Transfer Agent except for losses resulting
      directly from the fraud, negligence or willful misconduct of the Custodian
      or any of its agents or of any of its or their employees.

      SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in connection
with transfers of securities.

      SECTION 2.12 PROXIES. Except with respect to Portfolio property released
and delivered pursuant to Section 2.2(14), or purchased pursuant to Section
2.6(7), the Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Portfolio or a nominee of the Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver to the
Fund such proxies, all proxy soliciting materials and all notices relating to
such securities.

      SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except with
respect to Portfolio property released and delivered pursuant to Section
2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for
each Portfolio all written information (including, without limitation, pendency
of calls and maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put options written by
the Fund on behalf of the Portfolio and the maturity of futures contracts
purchased or sold by the Fund on behalf of the Portfolio) received by the
Custodian from issuers of the securities being held for the Portfolio. With
respect to tender or exchange offers, the Custodian shall transmit promptly to
the applicable Fund all written information received by the Custodian from
issuers of the securities whose tender or exchange is sought and from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with domestic securities or other property of the Portfolios at
any time held by it unless (i) the Custodian is in actual possession of such
domestic securities or property and (ii) the Custodian receives Proper
Instructions with regard to the exercise of any such right or power, and both
(i) and (ii) occur at least three business days prior to the date on which the
Custodian is to take action to exercise such right or power. The Custodian shall
also transmit promptly to the applicable Fund for each Portfolio all written
information received by the Custodian regarding any class action or other
litigation in connection with Portfolio securities or other assets issued in the
United States and then held, or previously held, during the term of this
Agreement by the Custodian for the account of the Fund for such Portfolio,
including, but not limited to, opt-out notices and proof-of-claim forms. For
avoidance of doubt, upon and after the effective date of any termination of this
Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the
Custodian shall have no responsibility to so transmit any information under this
Section 2.13.

SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.

      SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the
capitalized following terms shall have the indicated meanings:

"COUNTRY RISK" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.

"ELIGIBLE FOREIGN CUSTODIAN" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned direct or indirect subsidiary of a U.S. Bank
(as defined in Rule 17f-5), a bank holding company meeting the requirements of
an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other
appropriate action of the SEC), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under
Section 17(f) of the 1940 Act; the term does not include any Eligible Securities
Depository.

"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in section (b)(1) of
Rule 17f-7.

"FOREIGN ASSETS" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.

"FOREIGN CUSTODY MANAGER" has the meaning set forth in section (a)(3) of Rule
17f-5.

"RULE 17F-5" means Rule 17f-5 promulgated under the 1940 Act.

"RULE 17F-7" means Rule 17f-7 promulgated under the 1940 Act.

      SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

            3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each
Fund, by resolution adopted by its Board, hereby delegates to the Custodian,
subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of the Portfolios held outside the
United States, and the Custodian hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.

            3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Agreement, which list of countries may be amended
from time to time by any Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time
to time in the sole discretion of the Foreign Custody Manager. The Foreign
Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by each Fund, on behalf of the applicable
Portfolio(s), of the applicable account opening requirements for such country,
the Foreign Custody Manager shall be deemed to have been delegated by such
Fund's Board on behalf of such Portfolio(s) responsibility as Foreign Custody
Manager with respect to that country and to have accepted such delegation.
Execution of this Agreement by each Fund shall be deemed to be a Proper
Instruction to open an account, or to place or maintain Foreign Assets, in each
country listed on Schedule A in which the Custodian has previously placed or
currently maintain Foreign Assets pursuant to the terms of the Agreement.
Following the receipt of Proper Instructions directing the Foreign Custody
Manager to close the account of a Portfolio with the Eligible Foreign Custodian
selected by the Foreign Custody Manager in a designated country, the delegation
by the Board on behalf of such Portfolio to the Custodian as Foreign Custody
Manager for that country shall be deemed to have been withdrawn and the
Custodian shall immediately cease to be the Foreign Custody Manager with respect
to such Portfolio with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Fund, the Custodian shall have no
further responsibility in its capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.

            3.2.3    SCOPE OF DELEGATED RESPONSIBILITIES:

      (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of
this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign
Assets in the care of the Eligible Foreign Custodian selected by the Foreign
Custody Manager in each country listed on Schedule A, as amended from time to
time. In performing its delegated responsibilities as Foreign Custody Manager to
place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign
Custody Manager shall determine that the Foreign Assets will be subject to
reasonable care, based on the standards applicable to custodians in the country
in which the Foreign Assets will be held by that Eligible Foreign Custodian,
after considering all factors relevant to the safekeeping of such assets,
including, without limitation the factors specified in Rule 17f-5(c)(1).

      (b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody
Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

      (c) MONITORING. In each case in which the Foreign Custody Manager
maintains Foreign Assets with an Eligible Foreign Custodian selected by the
Foreign Custody Manager, the Foreign Custody Manager shall establish a system to
monitor (i) the appropriateness of maintaining the Foreign Assets with such
Eligible Foreign Custodian and (ii) performance of the contract governing the
custody arrangements established by the Foreign Custody Manager with the
Eligible Foreign Custodian. In the event the Foreign Custody Manager determines
that the custody arrangements with an Eligible Foreign Custodian it has selected
are no longer appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 3.2.5 hereunder.

            3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For
purposes of this Section 3.2, the Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.

            3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall
report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian
and the placement of such Foreign Assets with another Eligible Foreign Custodian
by providing to the Board an amended Schedule A at the end of the calendar
quarter in which an amendment to such Schedule has occurred. The Foreign Custody
Manager shall make written reports notifying the Board of any other material
change in the foreign custody arrangements of the Portfolios described in this
Section 3.2 after the occurrence of the material change.

            3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.

            3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign
Custody Manager represents to each Fund that it is a U.S. Bank as defined in
section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its
Board has determined that it is reasonable for such Board to rely on the
Custodian to perform the responsibilities delegated pursuant to this Agreement
to the Custodian as the Foreign Custody Manager of the Portfolios.

            3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. Each Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.

         SECTION 3.3      ELIGIBLE SECURITIES DEPOSITORIES.

            3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the
Fund (or its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto, in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment adviser) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.

            3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
3.3.1.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO
           BE HELD OUTSIDE THE UNITED STATES.

      SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the following
capitalized terms shall have the indicated meanings:

"FOREIGN SECURITIES SYSTEM" means an Eligible Securities Depository listed on
Schedule B hereto.

"FOREIGN SUB-CUSTODIAN" means a foreign banking institution serving as an
Eligible Foreign Custodian.

      SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books
as belonging to the Portfolios the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Portfolios which are
maintained in such account shall identify those securities as belonging to the
Portfolios and (ii), to the extent permitted and customary in the market in
which the account is maintained, the Custodian shall require that securities so
held by the Foreign Sub-Custodian be held separately from any assets of such
Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

      SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be
maintained in a Foreign Securities System in a designated country through
arrangements implemented by the Custodian or a Foreign Sub-Custodian, as
applicable, in such country.

      SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

            4.4.1. DELIVERY OF FOREIGN SECURITIES. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:

      (i)       Upon the sale of such foreign securities for the Portfolio in
                accordance with commercially reasonable market practice in the
                country where such foreign securities are held or traded,
                including, without limitation: (A) delivery against expectation
                of receiving later payment; or (B) in the case of a sale
                effected through a Foreign Securities System, in accordance with
                the rules governing the operation of the Foreign Securities
                System;

      (ii)      In connection with any repurchase agreement related to foreign
                securities;

      (iii)     To the depository agent in connection with tender or other
                similar offers for foreign securities of the Portfolios;

      (iv)      To the issuer thereof or its agent when such foreign securities
                are called, redeemed, retired or otherwise become payable;

      (v)       To the issuer thereof, or its agent, for transfer into the name
                of the Custodian (or the name of the respective Foreign
                Sub-Custodian or of any nominee of the Custodian or such Foreign
                Sub-Custodian) or for exchange for a different number of bonds,
                certificates or other evidence representing the same aggregate
                face amount or number of units;

      (vi)      To brokers, clearing banks or other clearing agents for
                examination or trade execution in accordance with market custom;
                provided that in any such case, the Foreign Sub-Custodian shall
                have no responsibility or liability for any loss arising from
                the delivery of such foreign securities prior to receiving
                payment for such foreign securities except as may arise from the
                Foreign Sub-Custodian's own negligence or willful misconduct;

      (vii)     For exchange or conversion pursuant to any plan of merger,
                consolidation, recapitalization, reorganization or readjustment
                of the securities of the issuer of such securities, or pursuant
                to provisions for conversion contained in such securities, or
                pursuant to any deposit agreement;

      (viii)    In the case of warrants, rights or similar foreign securities,
                the surrender thereof in the exercise of such warrants, rights
                or similar securities or the surrender of interim receipts or
                temporary securities for definitive securities;

      (ix)      For delivery as security in connection with any borrowing by a
                Fund on behalf of a Portfolio requiring a pledge of assets by
                the Fund on behalf of such Portfolio;

      (x)       In connection with trading in options and futures contracts,
                including delivery as original margin and variation margin;

      (xi)      Upon the sale or other delivery of such foreign securities
                (including, without limitation, to one or more Special
                Sub-Custodians or Repo Custodians) as a Free Trade, provided
                that applicable Proper Instructions shall set forth (A) the
                foreign securities to be delivered and (B) the person or persons
                to whom delivery shall be made;

      (xii)     In connection with the lending of foreign securities; and

      (xiii)    For any other purpose, but only upon receipt of Proper
                Instructions specifying (A) the foreign securities to be
                delivered and (B) the person or persons to whom delivery of such
                securities shall be made.

           4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:

      (i)       Upon the purchase of foreign securities for the Portfolio,
                unless otherwise directed by Proper Instructions, by (A)
                delivering money to the seller thereof or to a dealer therefor
                (or an agent for such seller or dealer) against expectation of
                receiving later delivery of such foreign securities; or (B) in
                the case of a purchase effected through a Foreign Securities
                System, in accordance with the rules governing the operation of
                such Foreign Securities System;

      (ii)      In connection with the conversion, exchange or surrender of
                foreign securities of the Portfolio;

      (iii)     For the payment of any expense or liability of the Portfolio,
                including but not limited to the following payments: interest,
                taxes, investment advisory fees, transfer agency fees, fees
                under this Agreement, legal fees, accounting fees, and other
                operating expenses;

      (iv)      For the purchase or sale of foreign exchange or foreign exchange
                contracts for the Portfolio, including transactions executed
                with or through the Custodian or its Foreign Sub-Custodians;

      (v)       In connection with trading in options and futures contracts,
                including delivery as original margin and variation margin;

      (vi)      Upon the purchase of foreign investments including, without
                limitation, repurchase agreement transactions involving delivery
                of Portfolio monies to Repo Custodian(s), as a Free Trade,
                provided that applicable Proper Instructions shall set forth (A)
                the amount of such payment and (B) the person or persons to whom
                payment shall be made;

      (vii)     For payment of part or all of the dividends received in respect
                of securities sold short;

      (viii)    In connection with the borrowing or lending of foreign
                securities;and

      (ix)      For any other purpose, but only upon receipt of Proper
                Instructions specifying (A) the amount of such payment and (B)
                the person or persons to whom such payment is to be made.

            4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this
Agreement to the contrary, settlement and payment for Foreign Assets received
for the account of the Portfolios and delivery of Foreign Assets maintained for
the account of the Portfolios may be effected in accordance with the customary
established securities trading or processing practices and procedures in the
country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) with the expectation of
receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to each Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian described on Schedule C hereto at the time or times set
forth on such Schedule. The Custodian may revise Schedule C from time to time,
provided that no such revision shall result in a Board being provided with
substantively less information than had been previously provided hereunder.

      SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities
maintained in the custody of a Foreign Sub-Custodian (other than bearer
securities) shall be registered in the name of the applicable Portfolio or in
the name of the Custodian or in the name of any Foreign Sub-Custodian or in the
name of any nominee of the foregoing, and the applicable Fund on behalf of such
Portfolio agrees to hold any such nominee harmless from any liability as a
holder of record of such foreign securities. The Custodian or a Foreign
Sub-Custodian shall not be obligated to accept securities on behalf of a
Portfolio under the terms of this Agreement unless the form of such securities
and the manner in which they are delivered are in accordance with reasonable
market practice.

      SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as
belonging to the applicable Fund cash (including cash denominated in foreign
currencies) deposited with the Custodian. Where the Custodian is unable to
maintain, or market practice does not facilitate the maintenance of, cash on the
books of the Custodian, a bank account or bank accounts shall be opened and
maintained outside the United States on behalf of a Portfolio with a Foreign
Sub-Custodian. All accounts referred to in this Section shall be subject only to
draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian)
acting pursuant to the terms of this Agreement to hold cash received by or from
or for the account of the Portfolio. Cash maintained on the books of the
Custodian (including its branches, subsidiaries and affiliates), regardless of
currency denomination, is maintained in bank accounts established under, and
subject to the laws of, The Commonwealth of Massachusetts.

      SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable
commercial efforts to collect all income and other payments with respect to the
Foreign Assets held hereunder to which the Portfolios shall be entitled and
shall credit such income, as collected, to the applicable Portfolio. In the
event that extraordinary measures are required to collect such income, the Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.

      SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities
held pursuant to this Section 4, the Custodian shall use reasonable commercial
efforts to facilitate the exercise of voting and other shareholder rights,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. Each Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of such Fund to exercise shareholder rights.

      SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian
shall transmit promptly to the applicable Fund written information with respect
to materials received by the Custodian via the Foreign Sub-Custodians from
issuers of the foreign securities being held for the account of the Portfolios
(including, without limitation, pendency of calls and maturities of foreign
securities and expirations of rights in connection therewith). With respect to
tender or exchange offers, the Custodian shall transmit promptly to the
applicable Fund written information with respect to materials so received by the
Custodian from issuers of the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or exchange offer.
The Custodian shall not be liable for any untimely exercise of any tender,
exchange or other right or power in connection with foreign securities or other
property of the Portfolios at any time held by it unless (i) the Custodian or
the respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and (ii) occur
at least three business days prior to the date on which the Custodian is to take
action to exercise such right or power. The Custodian shall also transmit
promptly to the applicable Fund all written information received by the
Custodian via the Foreign Sub-Custodians from issuers of the foreign securities
being held for the account of the Portfolios regarding any class action or other
litigation in connection with Portfolio foreign securities or other assets
issued outside the United States and then held, or previously held, during the
term of this Agreement by the Custodian via a Foreign Sub-Custodian for the
account of the Fund for such Portfolio, including, but not limited to, opt-out
notices and proof-of-claim forms. For avoidance of doubt, upon and after the
effective date of any termination of this Agreement, with respect to a Fund or
its Portfolio(s), as may be applicable, the Custodian shall have no
responsibility to so transmit any information under this Section 4.9.

      SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant
to which the Custodian employs a Foreign Sub-Custodian shall, to the extent
possible, require the Foreign Sub-Custodian to exercise reasonable care in the
performance of its duties, and to indemnify, and hold harmless, the Custodian
from and against any loss, damage, cost, expense, liability or claim arising out
of or in connection with the Foreign Sub-Custodian's performance of such
obligations. At a Fund's election, the Portfolios shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims against a
Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Portfolios have not been made
whole for any such loss, damage, cost, expense, liability or claim.

      SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or
liability for any obligations now or hereafter imposed on any Fund, the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of the
United States or of any state or political subdivision thereof. It shall be the
responsibility of each Fund to notify the Custodian of the obligations imposed
on such Fund with respect to the Portfolios or the Custodian as custodian of the
Portfolios by the tax law of countries other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which such Fund has provided such
information.

      SECTION 4.12. LIABILITY OF CUSTODIAN. The Custodian shall be liable for
the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth
with respect to sub-custodians generally in this Agreement and, regardless of
whether assets are maintained in the custody of a Foreign Sub-Custodian or a
Foreign Securities System, the Custodian shall not be liable for any loss,
damage, cost, expense, liability or claim resulting from nationalization,
expropriation, currency restrictions, or acts of war or terrorism, or any other
loss where the Sub-Custodian has otherwise acted with reasonable care.

SECTION 5.  SPECIAL SUB-CUSTODIANS.

Upon receipt of Special Instructions (as such term is defined in Section 7
hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one
or more banks, trust companies or other entities designated in such Special
Instructions to act as a sub-custodian for the purposes of effecting such
transaction(s) as may be designated by a Fund in Special Instructions. Each such
designated sub-custodian is referred to herein as a "SPECIAL SUB-CUSTODIAN."
Each such duly appointed Special Sub-Custodian shall be listed on Schedule D
hereto, as it may be amended from time to time by a Fund, with the
acknowledgment of the Custodian. In connection with the appointment of any
Special Sub-Custodian, and in accordance with Special Instructions, the
Custodian shall enter into a sub-custodian agreement with the Fund and the
Special Sub-Custodian in form and substance approved by such Fund, provided that
such agreement shall in all events comply with the provisions of the 1940 Act
and the rules and regulations thereunder and the terms and provisions of this
Agreement.

SECTION 6. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES.

The Custodian shall receive from the distributor of the Shares or from the
Transfer Agent and deposit into the account of the appropriate Portfolio such
payments as are received for Shares thereof issued or sold from time to time by
the applicable Fund. The Custodian will provide timely notification to such Fund
on behalf of each such Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon
receipt of instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the redemption
or repurchase of Shares, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholders. In connection with the redemption
or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian
by a holder of Shares, which checks have been furnished by a Fund to the holder
of Shares, when presented to the Custodian in accordance with such procedures
and controls as are mutually agreed upon from time to time between such Fund and
the Custodian.

SECTION 7.  PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS.

"PROPER INSTRUCTIONS," which may also be standing instructions, as such term is
used throughout this Agreement shall mean instructions received by the Custodian
from a Fund, a Fund's duly authorized investment manager or investment adviser,
or a person or entity duly authorized by either of them. Such instructions may
be in writing signed by the authorized person or persons or may be in a tested
communication or in a communication utilizing access codes effected between
electro-mechanical or electronic devices or may be by such other means and
utilizing such intermediary systems and utilities as may be agreed from time to
time by the Custodian and the person(s) or entity giving such instruction,
provided that the Fund has followed any security procedures agreed to from time
to time by the applicable Fund and the Custodian including, but not limited to,
the security procedures selected by the Fund via the form of Funds Transfer
Addendum hereto, the terms of which are hereby agreed to. Oral instructions will
be considered Proper Instructions if the Custodian reasonably believes them to
have been given by a person authorized to provide such instructions with respect
to the transaction involved; the Fund shall cause all oral instructions to be
confirmed in writing. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any multi-party
agreement which requires a segregated asset account in accordance with Section
2.9 hereof.

"SPECIAL INSTRUCTIONS," as such term is used throughout this Agreement, means
Proper Instructions countersigned or confirmed in writing by the Treasurer or
any Assistant Treasurer of the applicable Fund or any other person designated in
writing by the Treasurer of such Fund, which countersignature or confirmation
shall be (a) included on the same instrument containing the Proper Instructions
or on a separate instrument clearly relating thereto and (b) delivered by hand,
by facsimile transmission, or in such other manner as the Fund and the Custodian
agree in writing.

Concurrently with the execution of this Agreement, and from time to time
thereafter, as appropriate, each Fund shall deliver to the Custodian, duly
certified by such Fund's Treasurer or Assistant Treasurer, a certificate setting
forth: (i) the names, titles, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of the Fund and (ii) the names,
titles and signatures of those persons authorized to give Special Instructions.
Such certificate may be accepted and relied upon by the Custodian as conclusive
evidence of the facts set forth therein and shall be considered to be in full
force and effect until receipt by the Custodian of a similar certificate to the
contrary.

SECTION 8. EVIDENCE OF AUTHORITY.

The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the applicable
Fund. The Custodian may receive and accept a copy of a resolution certified by
the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a)
of the authority of any person to act in accordance with such resolution or (b)
of any determination or of any action by the applicable Board as described in
such resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.

SECTION 9.  ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.

The Custodian may in its discretion, without express authority from the
applicable Fund on behalf of each applicable Portfolio:

      1)    Make payments to itself or others for minor expenses of handling
            securities or other similar items relating to its duties under this
            Agreement; provided that all such payments shall be accounted for to
            the Fund on behalf of the Portfolio;

      2)    Surrender securities in temporary form for securities in definitive
            form;

      3)    Endorse for collection, in the name of the Portfolio, checks, drafts
            and other negotiable instruments; and

      4)    In general, attend to all non-discretionary details in connection
            with the sale, exchange, substitution, purchase, transfer and other
            dealings with the securities and property of the Portfolio except as
            otherwise directed by the applicable Board.

SECTION 10. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND
            CALCULATION OF NET ASSET VALUE AND NET INCOME.

The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the applicable Board to keep the books of
account of each Portfolio and/or compute the net asset value per Share of the
outstanding Shares or, if directed in writing to do so by a Fund on behalf of a
Portfolio, shall itself keep such books of account and/or compute such net asset
value per Share. If so directed, the Custodian shall also calculate daily the
net income of the Portfolio as described in the Prospectus and shall advise the
Fund and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Fund to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. Each Fund acknowledges and agrees that, with respect to investments
maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is
the sole source of information on the number of shares of a fund held by it on
behalf of a Portfolio and that the Custodian has the right to rely on holdings
information furnished by the Underlying Transfer Agent to the Custodian in
performing its duties under this Agreement, including without limitation, the
duties set forth in this Section 10 and in Section 11 hereof; provided, however,
that the Custodian shall be obligated to reconcile information as to purchases
and sales of Underlying Shares contained in trade instructions and confirmations
received by the Custodian and to report promptly any discrepancies to the
Underlying Transfer Agent. The calculations of the net asset value per Share and
the daily income of each Portfolio shall be made at the time or times described
from time to time in the Prospectus. Each Fund acknowledges that, in keeping the
books of account of the Portfolio and/or making the calculations described
herein with respect to Portfolio property released and delivered pursuant to
Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian
is authorized and instructed to rely upon information provided to it by the
Fund, the Fund's counterparty(ies), or the agents of either of them.

SECTION 11. RECORDS.

The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Agreement in such
manner as will meet the obligations of each Fund under the 1940 Act, with
particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
All such records shall be the property of the Fund and shall at all times during
the regular business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of such Fund and employees and agents
of the SEC. The Custodian shall, at a Fund's request, supply the Fund with a
tabulation of securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such compensation as shall be
agreed upon between the Fund and the Custodian, include certificate numbers in
such tabulations. Each Fund acknowledges that, in creating and maintaining the
records as set forth herein with respect to Portfolio property released and
delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7)
hereof, the Custodian is authorized and instructed to rely upon information
provided to it by the Fund, the Fund's counterparty(ies), or the agents of
either of them.

SECTION 12. OPINION OF FUND'S INDEPENDENT ACCOUNTANT.

The Custodian shall take all reasonable action, as a Fund with respect to a
Portfolio may from time to time request, to obtain from year to year favorable
opinions from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1A or Form
N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements thereof.

SECTION 13. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS.

The Custodian shall provide the applicable Fund, on behalf of each of the
Portfolios at such times as such Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a U.S. Securities System or a Foreign Securities System (either, a
"SECURITIES SYSTEM"), relating to the services provided by the Custodian under
this Agreement; such reports, shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.

SECTION 14. COMPENSATION OF CUSTODIAN.

The Custodian shall be entitled to reasonable compensation for its services and
expenses as Custodian, as agreed upon from time to time between each Fund on
behalf of each applicable Portfolio and the Custodian.

SECTION 15. RESPONSIBILITY OF CUSTODIAN.

So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a three-party futures or
options agreement. The Custodian shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement, but shall be kept
indemnified by and shall be without liability to any Fund for any action taken
or omitted by it in good faith without negligence, including, without
limitation, acting in accordance with any Proper Instruction. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. The Custodian shall be
without liability to any Fund or Portfolio for any loss, liability, claim or
expense resulting from or caused by anything that is part of Country Risk,
including without limitation nationalization, expropriation, currency
restrictions, insolvency of a Foreign Sub-custodian, acts of war, revolution,
riots or terrorism.

Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a sub-custodian or agent, the Custodian
shall be without liability to any Fund for any loss, liability, claim or expense
resulting from or caused by; (i) events or circumstances beyond the reasonable
control of the Custodian or any sub-custodian or Securities System or any agent
or nominee of any of the foregoing, including, without limitation, the
interruption, suspension or restriction of trading on or the closure of any
securities market, power or other mechanical or technological failures or
interruptions, computer viruses or communications disruptions, work stoppages,
natural disasters, or other similar events or acts; (ii) errors by any Fund or
its duly authorized investment manager or investment adviser in their
instructions to the Custodian provided such instructions have been in accordance
with this Agreement; (iii) the insolvency of or acts or omissions by a
Securities System; (iv) any act or omission of a Special Sub-Custodian
including, without limitation, reliance on reports prepared by a Special
Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary,
central bank or other commercially prevalent payment or clearing system to
deliver to the Custodian's sub-custodian or agent securities purchased or in the
remittance or payment made in connection with securities sold; (vi) any delay or
failure of any company, corporation, or other body in charge of registering or
transferring securities in the name of the Custodian, any Fund, the Custodian's
sub-custodians, nominees or agents or any consequential losses arising out of
such delay or failure to transfer such securities including non-receipt of
bonus, dividends and rights and other accretions or benefits; (vii) delays or
inability to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System; and (viii) any
provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or any other country, or political
subdivision thereof or of any court of competent jurisdiction. The Custodian
shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same
extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires the Custodian to take any action
with respect to securities, which action involves the payment of money or which
action may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund or the Portfolio being liable for the payment of
money or incurring liability of some other form, such Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
it.

If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to
advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement), or
in the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
or if a Fund fails to compensate the Custodian pursuant to Section 14 hereof,
any property at any time held for the account of the applicable Portfolio shall
be security therefor and should the Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain reimbursement.

Except as may arise from the Custodian's own negligence or willful misconduct,
each Fund shall indemnify and hold the Custodian harmless from and against any
and all costs, expenses, losses, damages, charges, counsel fees, payments and
liabilities which may be asserted against the Custodian (a) acting in accordance
with any Proper Instruction or Special Instruction including, without
limitation, any Proper Instruction with respect to Free Trades including, but
not limited to, cost, expense, loss, damage, liability, tax, charge, assessment
or claim resulting from (i) the failure of the applicable Fund to receive income
with respect to purchased investments, (ii) the failure of the applicable Fund
to recover amounts invested on maturity of purchased investments, (iii) the
failure of the Custodian to respond to or be aware of notices or other corporate
communications with respect to purchased investments, or (iv) the Custodian's
reliance upon information provided by the applicable Fund, such Fund's
counterparty(ies) or the agents of either of them with respect to Fund property
released, delivered or purchased pursuant to either of Section 2.2(14) or
Section 2.6(7) hereof; (b) for the acts or omissions of any Special
Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.

In no event shall the Custodian be liable for indirect, special or consequential
damages.

SECTION 16. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.

This Agreement shall remain in full force and effect for an initial term ending
August 3, 2012 (the "INITIAL TERM") and may be amended at any time by mutual
agreement of the parties hereto. After the expiration of the Initial Term, this
Agreement shall automatically renew for additional successive two-year terms
(each, a "RENEWAL TERM"), and may be terminated by any party with respect to
such party during any Renewal Term by written instrument delivered or mailed,
such termination to take effect not sooner than ninety (90) days after the date
of such delivery or mailing. During the Initial Term and thereafter, either
party may terminate this Agreement (i) in the event of the other party's
material breach of a material provision of this Agreement that the other party
has either (a) failed to cure or (b) failed to establish a remedial plan to cure
that is reasonably acceptable, within 60 days' written notice of such breach, or
(ii) in the event of the appointment of a conservator or receiver for the other
party or upon the happening of a like event to the other party at the direction
of an appropriate agency or court of competent jurisdiction. Upon termination of
this Agreement for either (i) or (ii) above with respect to any Fund or
Portfolio, the applicable Fund shall pay Custodian its compensation due and
shall reimburse Custodian for its costs, expenses and disbursements.

Notwithstanding the foregoing and for the purposes of this Agreement, in the
event of a Fund or Portfolio's liquidation or dissolution and distribution of
its assets conducted in the ordinary course of such Fund or Portfolio's
determination to cease doing business, the Fund shall pay the Custodian's
compensation due, and reimburse the Custodian for its costs, expenses and
disbursements incurred, through the date of such distribution.

Termination of this Agreement with respect to any one particular Fund or
Portfolio shall in no way affect the rights and duties under this Agreement with
respect to any other Fund or Portfolio. The provisions of Sections 4.11, 14 and
15 of this Agreement shall survive termination of this Agreement for any reason.

SECTION 17. SUCCESSOR CUSTODIAN.

If a successor custodian for one or more Portfolios shall be appointed by the
applicable Board, the Custodian shall, upon termination and receipt of Proper
Instructions, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities of each
applicable Portfolio then held by it hereunder and shall transfer to an account
of the successor custodian all of the securities of each such Portfolio held in
a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of Proper Instructions, deliver at the office of the
Custodian and transfer such securities, funds and other properties in accordance
with such resolution.

In the event that no Proper Instructions designating a successor custodian or
alternative arrangements shall have been delivered to the Custodian on or before
the date when such termination shall become effective, then the Custodian shall
have the right to deliver to a bank or trust company, which is a "bank" as
defined in the 1940 Act, doing business in Boston, Massachusetts or New York,
New York, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$25,000,000, all securities, funds and other properties held by the Custodian on
behalf of each applicable Portfolio and all instruments held by the Custodian
relative thereto and all other property held by it under this Agreement on
behalf of each applicable Portfolio, and to transfer to an account of such
successor custodian all of the securities of each such Portfolio held in any
Securities System or at the Underlying Transfer Agent. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of any Fund to provide Proper Instructions as aforesaid, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian shall remain in full force and effect.

SECTION 18. GENERAL.

      SECTION 18.1 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance with laws of The
Commonwealth of Massachusetts.

      SECTION 18.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates,
as of the date hereof, all prior Agreements between each Fund on behalf of each
of the Portfolios and the Custodian relating to the custody of such Fund's
assets.

      SECTION 18.3 ASSIGNMENT. This Agreement may not be assigned by (a) any
Fund without the written consent of the Custodian or (b) by the Custodian
without the written consent of each applicable Fund.

      SECTION 18.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with
the operation of this Agreement, the Custodian and each Fund on behalf of each
of the Portfolios, may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by all
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of a Fund's Governing Documents. No interpretive or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.

      SECTION 18.5 ADDITIONAL FUNDS. In the event that any management investment
company in addition to those listed on Appendix A hereto desires to have the
Custodian render services as custodian under the terms hereof, it shall so
notify the Custodian in writing, and if the Custodian agrees in writing to
provide such services, such management investment company shall become a Fund
hereunder and be bound by all terms and conditions and provisions hereof
including, without limitation, the representations and warranties set forth in
Section 18.7 below.

      SECTION 18.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes
one or more series of Shares in addition to those set forth on Appendix A hereto
with respect to which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the Custodian in writing,
and if the Custodian agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.

      SECTION 18.7 THE PARTIES. All references herein to the "Fund" are to each
of the management investment companies listed on Appendix A hereto, and each
management investment company made subject to this Agreement in accordance with
Section 18.5 above, individually, as if this Agreement were between such
individual Fund and the Custodian. In the case of a series corporation, trust or
other entity, all references herein to the "Portfolio" are to the individual
series or portfolio of such corporation, trust or other entity, or to such
corporation, trust or other entity on behalf of the individual series or
portfolio, as appropriate. Any reference in this Agreement to "the parties"
shall mean the Custodian and such other individual Fund as to which the matter
pertains. Each Fund hereby represents and warrants that (a) it is duly
incorporated or organized and is validly existing in good standing in its
jurisdiction of incorporation or organization; (b) it has the requisite power
and authority under applicable law and its Governing Documents to enter into and
perform this Agreement; (c) all requisite proceedings have been taken to
authorize it to enter into and perform this Agreement; (d) this Agreement
constitutes its legal, valid, binding and enforceable agreement; and (e) its
entrance into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Fund or any law or
regulation applicable to it.

      SECTION 18.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund
agree to be bound by the terms of the Remote Access Services Addendum hereto.

      SECTION 18.9 NOTICES. Any notice, instruction or other instrument required
to be given hereunder may be delivered in person to the offices of the parties
as set forth herein during normal business hours or delivered prepaid registered
mail or by telex, cable or telecopy to the parties at the following addresses or
such other addresses as may be notified by any party from time to time.

To any Fund:                      c/o *[ALLIANCE]
                                  1345 Avenue of the Americas
                                  New York, NY 10105
                                  Attention: *[contact]
                                  Telephone: *[]
                                  Telecopy: *[]

To the Custodian:                 STATE STREET BANK AND TRUST COMPANY

                                  2 Avenue de Lafayette, LCC/2
                                  Boston, MA 02111
                                  Attention: Neal J. Chansky,
                                             Senior Vice President
                                  Telephone: 617-662-1376
                                  Telecopy: 617-662-2204

Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting, in the case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed to have been received at the next time after delivery when
normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof. Evidence that the notice was
properly addressed, stamped and put into the post shall be conclusive evidence
of posting.

      SECTION 18.10 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same Agreement.

      SECTION 18.11 SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, unlawful or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.

      SECTION 18.12 CONFIDENTIALITY. The parties hereto agree that each shall
treat confidentially all information provided by each party to the other party
regarding its business and operations. All confidential information provided by
a party hereto shall be used by any other party hereto solely for the purpose of
rendering or receiving services pursuant to this Agreement and, except as may be
required in carrying out this Agreement, shall not be disclosed to any third
party. The foregoing shall not be applicable to any information (i) that is
publicly available when provided or thereafter becomes publicly available, other
than through a breach of this Agreement, or that is independently derived by any
party hereto without the use of any information provided by the other party
hereto in connection with this Agreement, (ii) that is required in any legal or
regulatory proceeding, investigation, audit, examination, subpoena, civil
investigative demand or other similar process, or by operation of law or
regulation, or (iii) where the party seeking to disclose has received the prior
written consent of the party providing the information, which consent shall not
be unreasonably withheld. Notwithstanding anything herein to the contrary, the
Custodian and its affiliates may report and use nonpublic portfolio holdings
information of its clients, including a Fund or Portfolio, on an aggregated
basis with all or substantially all other client information and without
specific reference to any Fund or Portfolio.

      SECTION 18.13 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
addenda, exhibits, appendices, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

      SECTION 18.14 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires
banks which hold securities for the account of customers to respond to requests
by issuers of securities for the names, addresses and holdings of beneficial
owners of securities of that issuer held by the bank unless the beneficial owner
has expressly objected to disclosure of this information. In order to comply
with the rule, the Custodian needs each Fund to indicate whether it authorizes
the Custodian to provide such Fund's name, address, and share position to
requesting companies whose securities the Fund owns. If a Fund tells the
Custodian "no," the Custodian will not provide this information to requesting
companies. If a Fund tells the Custodian "yes" or does not check either "yes" or
"no" below, the Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all securities owned by the
Fund or any funds or accounts established by the Fund. For a Fund's protection,
the Rule prohibits the requesting company from using the Fund's name and address
for any purpose other than corporate communications. Please indicate below
whether the Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund's name, address, and
        share positions.

NO  [X] The Custodian is not authorized to release the Fund's name, address, and
        share positions.

      SECTION 18.15 ADDITIONAL SUB-CERTIFICATIONS AND REPORTS. The Custodian
shall provide to the Fund: (a) sub-certifications in connection with
Sarbanes-Oxley Act of 2002 certification requirements; and (b) periodic reports
and reasonable documentation for delivery to the Fund's Chief Compliance Officer
in connection with Rule 38a-1 under the 1940 Act with respect to the Services
and the Custodian's compliance with its operating policies and procedures
related thereto.



                                 SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative under seal
as of the date first above-written.

EACH OF THE ENTITIES
SET FORTH ON APPENDIX A HERETO


By:  /s/      Emilie D. Wrapp
     ---------------------------------
       Name:  Emilie D. Wrapp
       Title: Secretary of Fund Listed on A



STATE STREET BANK AND TRUST COMPANY

By:   /s/     Joseph C. Antonellis
     ---------------------------------
       Name:  Joseph C. Antonellis
       Title:  Vice Chairman




                                   APPENDIX A
                                       TO
                           MASTER CUSTODIAN AGREEMENT


TRUST NAME
Fund Name
--------------------------------------------------------------------------------
ALLIANCEBERNSTEIN BALANCED SHARES, INC.
ALLIANCEBERNSTEIN BLENDED STYLE SERIES, INC.
     AllianceBernstein 2000 Retirement Strategy
     AllianceBernstein 2005 Retirement Strategy
     AllianceBernstein 2010 Retirement Strategy
     AllianceBernstein 2015 Retirement Strategy
     AllianceBernstein 2020 Retirement Strategy
     AllianceBernstein 2025 Retirement Strategy
     AllianceBernstein 2030 Retirement Strategy
     AllianceBernstein 2035 Retirement Strategy
     AllianceBernstein 2040 Retirement Strategy
     AllianceBernstein 2045 Retirement Strategy
     AllianceBernstein 2050 Retirement Strategy
     AllianceBernstein 2055 Retirement Strategy
     U.S. Large Cap Portfolio
ALLIANCEBERNSTEIN BOND FUND, INC.
     AllianceBernstein Intermediate Bond Portfolio
ALLIANCEBERNSTEIN CAP FUND, INC.
     AllianceBernstein Small Cap Growth Portfolio
ALLIANCEBERNSTEIN EXCHANGE RESERVES
ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC.
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND, INC.
ALLIANCEBERNSTEIN GROWTH AND INCOME FUND, INC.
ALLIANCEBERNSTEIN INSTITUTIONAL FUNDS, INC.
     AllianceBernstein Global Real Estate Investment Fund II
ALLIANCEBERNSTEIN FIXED INCOME SHARES, INC.
     Government STIF Portfolio
ALLIANCEBERNSTEIN LARGE CAP GROWTH FUND, INC.
ALLIANCEBERNSTEIN SMALL/MID-CAP GROWTH FUND, INC.
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND, INC.
     California Portfolio
     National Portfolio
     New York Portfolio
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
     AllianceBernstein Global Real Estate Investment Portfolio
     AllianceBernstein High-Yield Portfolio
     AllianceBernstein Inflation-Protected Securities Portfolio
     AllianceBernstein Intermediate Duration Bond Portfolio
     AllianceBernstein International Growth Portfolio
     AllianceBernstein International Value Portfolio
     AllianceBernstein Short Duration Bond Portfolio
     AllianceBernstein Small-Mid Cap Growth Portfolio
     AllianceBernstein Small-Mid Cap Value Portfolio
     AllianceBernstein U.S. Large Cap Growth Portfolio
     AllianceBernstein U.S. Value Portfolio
ALLIANCEBERNSTEIN TRUST
     AllianceBernstein Value Fund
     AllianceBernstein Small/Mid Cap Value Fund
     AllianceBernstein International Value Fund
     AllianceBernstein Global Value Fund
ALLIANCEBERNSTEIN UTILITY INCOME FUND, INC.
THE ALLIANCEBERNSTEIN PORTFOLIOS
     AllianceBernstein Growth Fund
     AllianceBernstein Wealth Preservation Strategy
     AllianceBernstein Tax-Managed Wealth Preservation Strategy
     AllianceBernstein Balanced Wealth Strategy
     AllianceBernstein Tax-Managed Balanced Wealth Strategy
     AllianceBernstein Wealth Appreciation Strategy
     AllianceBernstein Tax-Managed Wealth Appreciation Strategy
SANFORD C. BERNSTEIN FUND II, INC.
     Bernstein Intermediate Duration Institutional Portfolio
ALLIANCEBERNSTEIN CORPORATE SHARES
     AllianceBernstein Corporate Income Shares
ALLIANCEBERNSTEIN INCOME FUND, INC.
ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.
ALLIANCE NEW YORK MUNICIPAL INCOME FUND, INC.
ALLIANCE CALIFORNIA MUNICIPAL INCOME FUND, INC.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
     AllianceBernstein International Growth Portfolio
     AllianceBernstein International Value Portfolio
     AllianceBernstein Large Cap Growth Portfolio
     AllianceBernstein Money Market Portfolio
     AllianceBernstein Real Estate Investment Portfolio
     AllianceBernstein Small Cap Growth Portfolio
     AllianceBernstein Small/Mid Cap Value Portfolio
     AllianceBernstein Intermediate Bond Portfolio
     AllianceBernstein Value Portfolio
     AllianceBernstein Balanced Wealth Strategy Portfolio
     AllianceBernstein Global Thematic Growth Portfolio
     AllianceBernstein Growth & Income Portfolio
     AllianceBernstein Growth Portfolio
ALLIANCEBERNSTEIN MUNICIPAL INCOME FUND II
     Arizona Portfolio
     Massachusetts Portfolio
     Michigan Portfolio
     Minnesota Portfolio
     New Jersey Portfolio
     Ohio Portfolio
     Pennsylvania Portfolio
     Virginia Portfolio



                                                                      SCHEDULE A
                                                                   As of 6/30/09

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                                 SUBCUSTODIANS

Market                        Subcustodian

Argentina                     Citibank, N.A.

Australia                     The Hongkong and Shanghai Banking Corporation
                              Limited Citigroup Pty. Limited

Austria                       UniCredit Bank Austria AG

Bahrain                       HSBC Bank Middle East Limited (as delegate of The
                              Hongkong and Shanghai Banking Corporation Limited)

Bangladesh                    Standard Chartered Bank

Belgium                       Deutsche Bank AG, Netherlands (operating through
                              its Amsterdam branch with support from its
                              Brussels branch)

Benin                         via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Bermuda                       Bank of Bermuda Limited

Botswana                      Barclays Bank of Botswana Limited

Brazil                        Citibank, N.A.

Bulgaria                      ING Bank N.V.

Burkina Faso                  via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Canada                        State Street Trust Company Canada

Cayman Islands                Close Trustees (Cayman) Limited

Chile                         Banco Itau Chile

People's Republic             HSBC Bank (China) Company Limited (as delegate of
of China                      The Hongkong and Shanghai Banking Corporation
(Shanghai and Shenzhen)       Limited)

Colombia                      Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica                    Banco BCT S.A.

Croatia                       Privredna Banka Zagreb d.d.

Cyprus                        BNP Paribas Securities Services, S.A., Greece
                              (operating through its Athens branch)

Czech Republic                Ceskoslovenska obchodni banka, a.s.

Denmark                       Skandinaviska Enskilda Banken AB, Sweden
                              (operating through its Copenhagen branch)

Ecuador                       Banco de la Produccion S.A. PRODUBANCO




Egypt                         HSBC Bank Egypt S.A.E. (as delegate of The
                              Hongkong and Shanghai Banking Corporation Limited)

Estonia                       AS SEB Pank

Finland                       Skandinaviska Enskilda Banken AB, Sweden
                              (operating through its Helsinki branch)

France                        Deutsche Bank AG, Netherlands (operating through
                              its Amsterdam branch with support from its Paris
                              branch)

Germany                       Deutsche Bank AG

Ghana                         Barclays Bank of Ghana Limited

Greece                        BNP Paribas Securities Services, S.A,

Guinea-Bissau                 via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Hong Kong                     Standard Chartered Bank (Hong Kong) Limited

Hungary                       UniCredit Bank Hungary Zrt.

Iceland                       New Kaupthing Banki hf.

India                         Deutsche Bank AG
                              The Hongkong and Shanghai Banking Corporation
                              Limited

Indonesia                     Deutsche Bank AG

Ireland                       Bank of Ireland

Israel                        Bank Hapoalim B.M.

Italy                         Deutsche Bank S.p.A.

Ivory Coast                   Societe Generale de Banques en Cote d'Ivoire

Jamaica                       Bank of Nova Scotia Jamaica Limited

Japan                         Mizuho Corporate Bank Limited
                              Sumitomo Mitsui Banking Corporation

Jordan                        HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Kazakhstan                    SB HSBC Bank Kazakhstan JSC
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Kenya                         Barclays Bank of Kenya Limited

Republic of Korea             Deutsche Bank AG
                              The Hongkong and Shanghai Banking Corporation
                              Limited

Kuwait                        HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Latvia                        AS SEB Banka

Lebanon                       HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Lithuania                     AB SEB Bankas

Malaysia                      Standard Chartered Bank Malaysia Berhad

Mali                          via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Malta                         The Hongkong and Shanghai Banking Corporation
                              Limited

Mauritius                     The Hongkong and Shanghai Banking Corporation
                              Limited

Mexico                        Banco Nacional de Mexico S.A.

Morocco                       Citibank Maghreb

Namibia                       Standard Bank Namibia Limited

Netherlands                   Deutsche Bank AG

New Zealand                   The Hongkong and Shanghai Banking Corporation
                              Limited

Niger                         via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Nigeria                       Stanbic IBTC Bank Plc.

Norway                        Skandinaviska Enskilda Banken AB, Sweden
                              (operating through its Oslo branch)

Oman                          HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Pakistan                      Deutsche Bank AG

Palestine                     HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Peru                          Citibank del Peru, S.A.

Philippines                   Standard Chartered Bank

Poland                        Bank Handlowy w Warszawie S.A.

Portugal                      Banco Comercial Portugues S.A.

Puerto Rico                   Citibank N.A.

Qatar                         HSBC Bank Middle East Limited
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Romania                       ING Bank N.V.

Russia                        ING Bank (Eurasia) ZAO, Moscow

Saudi Arabia                  Saudi British Bank
                              (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

Senegal                       via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Serbia                        UniCredit Bank Serbia JSC

Singapore                     DBS Bank Limited
                              United Overseas Bank Limited

Slovak Republic               Ceskoslovenska obchodna banka, a.s.

Slovenia                      UniCredit Banka Slovenija d.d.

South Africa                  Nedbank Limited
                              Standard Bank of South Africa Limited

Spain                         Deutsche Bank S.A.E.

Sri Lanka                     The Hongkong and Shanghai Banking Corporation
                              Limited

Swaziland                     Standard Bank Swaziland Limited

Sweden                        Skandinaviska Enskilda Banken AB

Switzerland                   UBS AG
                              Credit Suisse

Taiwan - R.O.C.               Bank of Taiwan

Thailand                      Standard Chartered Bank (Thai) Public Company
                              Limited

Togo                          via Societe Generale de Banques en Cote d'Ivoire,
                              Abidjan, Ivory Coast

Trinidad & Tobago             Republic Bank Limited

Tunisia                       Banque Internationale Arabe de Tunisie

Turkey                        Citibank, A.S.

Uganda                        Barclays Bank of Uganda Limited

Ukraine                       ING Bank Ukraine

United Arab Emirates -        HSBC Bank Middle East Limited
Dubai Financial Market        (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

United Arab Emirates -        HSBC Bank Middle East Limited
Dubai International           (as delegate of The Hongkong and Shanghai Banking
Financial Center              Corporation Limited)

United Arab Emirates -        HSBC Bank Middle East Limited
Abu Dhabi                     (as delegate of The Hongkong and Shanghai Banking
                              Corporation Limited)

United Kingdom                State Street Bank and Trust Company, United
                              Kingdom branch

Uruguay                       Banco Itau Uruguay S.A.

Venezuela                     Citibank, N.A.

Vietnam                       HSBC Bank (Vietnam) Limited

Zambia                        Barclays Bank of Zambia Plc.

Zimbabwe                      Barclays Bank of Zimbabwe Limited



                                                                      SCHEDULE B
                                                                   As of 6/30/09

                                  STATE STREET
                             GLOBAL CUSTODY NETWORK
                   DEPOSITORIES OPERATING IN NETWORK MARKETS

Market                        Depository

Argentina                     Caja de Valores S.A.

Australia                     Austraclear Limited

Austria                       Oesterreichische Kontrollbank AG
                              (Wertpapiersammelbank Division)

Bahrain                       Clearing, Settlement, and Depository System of the
                              Bahrain Stock Exchange

Bangladesh                    Central Depository Bangladesh Limited

Belgium                       National Bank of Belgium
                              Euroclear Belgium

Benin                         Depositaire Central -- Banque de Reglement

Bermuda                       Bermuda Securities Depository

Botswana                      Central Securities Depository Company of Botswana
                              Ltd.

Brazil                        Central de Custodia e de Liquidacao Financeira de
                              Titulos Privados (CETIP) Companhia Brasileira de
                              Liquidacao e Custodia Sistema Especial de
                              Liquidacao e de Custodia (SELIC)

Bulgaria                      Bulgarian National Bank
                              Central Depository AD

Burkina Faso                  Depositaire Central -- Banque de Reglement

Canada                        The Canadian Depository for Securities Limited

Chile                         Deposito Central de Valores S.A.

People's Republic             China Securities Depository and Clearing
of China                      Corporation Limited, Shanghai Branch China
                              Securities Depository and Clearing Corporation
                              Limited, Shenzhen Branch

Colombia                      Deposito Central de Valores
                              Deposito Centralizado de Valores de Colombia S.A.
                              (DECEVAL)

Costa Rica                    Central de Valores S.A.

Croatia                       Sredisnje klirinsko depozitarno drustvo d.d.

Cyprus                        Central Depository and Central Registry

Czech Republic                Czech National Bank
                              Stfedisko cennych papiru - Ceska republika

Denmark                       VP Securities A/S

Egypt                         Misr for Central Clearing, Depository and Registry
                              S.A.E. Central Bank of Egypt

Estonia                       AS Eesti Vaartpaberikeskus

Finland                       Euroclear Finland

France                        Euroclear France

Germany                       Clearstream Banking AG, Frankfurt

Ghana                         GSE Securities Depository Company Ltd.

Greece                        Kentriko Apothetirio Aksion, a department of
                              Hellenic Exchanges S.A. Holding Bank of Greece,
                              System for Monitoring Transactions in Securities
                              in Book-Entry Form

Guinea-Bissau                 Depositaire Central -- Banque de Reglement

Hong Kong                     Central Moneymarkets Unit
                              Hong Kong Securities Clearing Company Limited

Hungary                       Kozponti Elszamolohaz es Ertektar (Budapest) Zrt.
                              (KELER)

Iceland                       Icelandic Securities Depository Limited

India                         Central Depository Services (India) Limited
                              National Securities Depository Limited Reserve
                              Bank of India

Indonesia                     Bank Indonesia
                              PT Kustodian Sentral Efek Indonesia

Israel                        Tel Aviv Stock Exchange Clearing House Ltd. (TASE
                              Clearing House)

Italy                         Monte Titoli S.p.A.

Ivory Coast                   Depositaire Central -- Banque de Reglement

Jamaica                       Jamaica Central Securities Depository

Japan                         Bank of Japan -- Net System
                              Japan Securities Depository Center (JASDEC)
                              Incorporated

Jordan                        Securities Depository Center

Kazakhstan                    Central Securities Depository

Kenya                         Central Depository and Settlement Corporation
                              Limited Central
                              Bank of Kenya

Republic of Korea             Korea Securities Depository

Kuwait                        Kuwait Clearing Company

Latvia                        Latvian Central Depository

Lebanon                       Banque du Liban
                              Custodian and Clearing Center of Financial
                              Instruments for Lebanon and the Middle East
                              (Midclear) S.A.L.

Lithuania                     Central Securities Depository of Lithuania

Malaysia                      Bank Negara Malaysia
                              Bursa Malaysia Depository Sdn. Bhd.

Mali                          Depositaire Central -- Banque de Reglement

Malta                         Central Securities Depository of the Malta Stock
                              Exchange

Mauritius                     Bank of Mauritius
                              Central Depository and Settlement Co. Ltd.

Mexico                        S.D. Indeval, S.A. de C.V.

Morocco                       Maroclear

Namibia                       Bank of Namibia

Netherlands                   Euroclear Nederland

New Zealand                   New Zealand Central Securities Depository Limited

Niger                         Depositaire Central -- Banque de Reglement

Nigeria                       Central Securities Clearing System Limited

Norway                        Verdipapirsentralen

Oman                          Muscat Depository & Securities Registration
                              Company, SAOC

Pakistan                      Central Depository Company of Pakistan Limited
                              State Bank of Pakistan

Palestine                     Clearing, Depository and Settlement system, a
                              department of the Palestine Securities Exchange

Peru                          CAVALI S.A. Institucion de Compensacion y
                              Liquidacion de Valores

Philippines                   Philippine Depository & Trust Corporation Registry
                              of Scripless Securities (ROSS) of the Bureau of
                              Treasury

Poland                        Rejestr Papierow Wartogciowych
                              Krajowy Depozyt Papierow Wartosciowych S.A.

Portugal                      INTERBOLSA - Sociedad Gestora de Sistemas de
                              Liquidacao e de Sistemas Centralizados de Valores
                              Mobiliarios, S.A.

Qatar                         Central Clearing and Registration (CCR), a
                              department of the Qatar Exchange

Romania                       S.C. Depozitarul Central S.A.
                              National Bank of Romania

Russia                        Vneshtorgbank, Bank for Foreign Trade of the
                              Russian Federation
                              National Depository Center

Saudi Arabia                  Tadawul Central Securities Depository
                              Saudi Arabian Monetary Agency

Senegal                       Depositaire Central - Banque de Reglement

Serbia                        Central Registrar Depository and Clearinghouse

Singapore                     The Central Depository (Pte) Limited
                              Monetary Authority of Singapore

Slovak Republic               Centralny depozitar cennych papierov SR, a.s.

Slovenia                      KDD - Centralna klirinsko depotna druzba d.d.

South Africa                  Strate Ltd.

Spain                         IBERCLEAR

Sri Lanka                     Central Bank of Sri Lanka
                              Central Depository System (Pvt) Limited

Sweden                        Euroclear Sweden

Switzerland                   SIX SIS AG

Taiwan - R.O.C.               Taiwan Depository and Clearing Corporation
                              Central Bank of China

Thailand                      Thailand Securities Depository Company Limited

Togo                          Depositaire Central -- Banque de Reglement

Trinidad and Tobago           Central Bank of Trinidad and Tobago
                              Trinidad and Tobago Central Depository Limited

Tunisia                       Societe Tunisienne Interprofessionelle pour la
                              Compensation et le Depots des Valeurs Mobilieres
                              (STICODEVAM)

Turkey                        Central Bank of Turkey
                              Central Registry Agency

Uganda                        Bank of Uganda

Ukraine                       Mizhregionalny Fondovy Souz
                              National Bank of Ukraine

United Arab Emirates -        Clearing and Depository System, a department of
Dubai Financial Market        the Dubai Financial Market

United Arab Emirates -        Central Securities Depository, owned and operated
Dubai International           by NASDAQ Dubai Limited
Financial Center

United Arab Emirates -        Clearing, Settlement, Depository and Registry
Abu Dhabi                     department of the Abu Dhabi Securities Exchange

United Kingdom                Euroclear UK & Ireland Limited

Uruguay                       Banco Central del Uruguay

Venezuela                     Banco Central de Venezuela
                              Caja Venezolana de Valores

Vietnam                       Vietnam Securities Depository

Zambia                        Bank of Zambia
                              LuSE Central Shares Depository Limited

TRANSNATIONAL

Euroclear Bank S.A./N.V.
Clearstream Banking, S.A.



                                                                      SCHEDULE C
                                                                   As of 6/30/09

                               MARKET INFORMATION

Publication/Type of Information           Brief Description
-------------------------------           -----------------
(scheduled frequency)

The Guide to Custody in World Markets     An overview of settlement and
-------------------------------------     safekeeping procedures, custody
(hardcopy annually and regular            practices and foreign investor
website updates)                          considerations for the markets in
                                          which State Street offers custodial
                                          services.

Global Custody Network Review             Information relating to Foreign
----------------------                    Sub-Custodians in State Street's
(annually)                                Global Custody Network. The Review
                                          stands as an integral part of the
                                          materials that State Street provides
                                          to its U.S. mutual fund clients to
                                          assist them in complying with SEC Rule
                                          17f-5. The Review also gives insight
                                          into State Street's market expansion
                                          and Foreign Sub-Custodian selection
                                          processes, as well as the procedures
                                          and controls used to monitor the
                                          financial condition and performance of
                                          our Foreign Sub-Custodian banks.

Securities Depository Review              Custody risk analyses of the Foreign
----------------------------              Securities Depositories presently
(annually)                                operating in Network markets. This
                                          publication is an integral part of the
                                          materials that State Street provides
                                          to its U.S. mutual fund clients to
                                          meet informational obligations created
                                          by SEC Rule 17f-7.

Global Legal Survey                       With respect to each market in which
-------------------                       State Street offers custodial
(annually)                                services. opinions relating to whether
                                          local law restricts (i) access of a
                                          fund's independent public accountants
                                          to books and records of a Foreign
                                          Sub-Custodian or Foreign Securities
                                          System, (ii) a fund's ability to
                                          recover in the event of bankruptcy or
                                          insolvency of a Foreign Sub-Custodian
                                          or Foreign Securities System, (iii) a
                                          fund's ability to recover in the event
                                          of a loss by a Foreign Sub-Custodian
                                          or Foreign Securities System, and (iv)
                                          the ability of a foreign investor to
                                          convert cash and cash equivalents to
                                          U.S. dollars.

Subcustodian Agreements                   Copies of the contracts that State
-----------------------                   Street has entered into with each
(annually)                                Foreign Sub-Custodian that maintains
                                          U.S. mutual fund assets in the markets
                                          in which State Street offers custodial
                                          services.

Global Market Bulletin                    Information on changing settlement and
(daily or as necessary)                   custody conditions in markets where
                                          State Street offers custodial
                                          services. Includes changes in market
                                          and tax regulations, depository
                                          developments, dematerialization
                                          information, as well as other market
                                          changes that may impact State Street's
                                          clients.

Foreign Custody Advisories                For those markets where State Street
--------------------------                offers custodial services that exhibit
(as necessary)                            special risks or infrastructures
                                          impacting custody, State Street issues
                                          market advisories to highlight those
                                          unique market factors which might
                                          impact our ability to offer recognized
                                          custody service levels.

Material Change Notices                   Informational letters and accompanying
-----------------------                   materials confirming State Street's
(presently on a quarterly basis or        foreign custody arrangements,
as otherwise necessary)                   including a summary of material
                                          changes with Foreign Sub-Custodians
                                          that have occurred during the previous
                                          quarter. The notices also identify any
                                          material changes in the custodial
                                          risks associated with maintaining
                                          assets with Foreign Securities
                                          Depositories



                                   SCHEDULE D
                                       TO
                           MASTER CUSTODIAN AGREEMENT


SPECIAL SUB-CUSTODIANS

None.



                                                                          [LOGO]

OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of money
that State Street has been instructed to transfer. State Street shall execute
payment orders in compliance with the Security Procedure and with the Client's
instructions on the execution date provided that such payment order is received
by the customary deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and communications received
after this time will be deemed to have been received on the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client agrees that the Security
Procedures are reasonable and adequate for its wire transfer transactions and
agrees to be bound by any payment orders, amendments and cancellations, whether
or not authorized, issued in its name and accepted by State Street after being
confirmed by any of the selected Security Procedures. The Client also agrees to
be bound by any other valid and authorized payment order accepted by State
Street. The Client shall restrict access to confidential information relating to
the Security Procedure to authorized persons as communicated in writing to State
Street. The Client must notify State Street immediately if it has reason to
believe unauthorized persons may have obtained access to such information or of
any change in the Client's authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern. Financial
institutions that receive payment orders initiated by State Street at the
instruction of the Client may also process payment orders on the basis of
account numbers, regardless of any name included in the payment order. State
Street will also rely on any financial institution identification numbers
included in any payment order, regardless of any financial institution name
included in the payment order.



                                                                          [LOGO]

4. REJECTION: State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if initiating such payment order would cause State Street, in State
Street's sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers which are applicable to State
Street; or (c) if State Street, in good faith, is unable to satisfy itself that
the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a
Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry, and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours. Notice may be delivered
through State Street's proprietary information systems, such as, but not limited
to Horizon and GlobalQuest(R), account statements, advices, or by facsimile or
callback. The Client must report any objections to the execution of a payment
order within 30 days.



                                                                          [LOGO]

10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay
any deposit made at a non-U.S. branch of State Street, or any deposit made with
State Street and denominated in a non-U.S. dollar currency, if repayment of such
deposit or the use of assets denominated in the non-U.S. dollar currency is
prevented, prohibited or otherwise blocked due to: (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or
instrumentality or authority asserting governmental, military or police power of
any kind, whether such authority be recognized as a defacto or a dejure
government, or by any entity, political or revolutionary movement or otherwise
that usurps, supervenes or otherwise materially impairs the normal operation of
civil authority; or(c) the closure of a non-U.S. branch of State Street in order
to prevent, in the reasonable judgment of State Street, harm to the employees or
property of State Street. The obligation to repay any such deposit shall not be
transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts
General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period in
which its repayment has been prevented, prohibited or otherwise blocked, State
Street will repay such deposit when and if all circumstances preventing,
prohibiting or otherwise blocking repayment cease to exist.

11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to
recover any funds erroneously paid to the wrong party or parties, regardless of
any fault of State Street or the Client, but the party responsible for the
erroneous payment shall bear all costs and expenses incurred in trying to effect
such recovery. These Guidelines may not be amended except by a written agreement
signed by the parties.



                                                                          [LOGO]


Security Procedure(s) Selection Form

Please select one or more of the funds transfer security procedures indicated
below.

[_]SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing
SWIFT members.

[_]STANDING INSTRUCTIONS
Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.

[_]REMOTE BATCH TRANSMISSION
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing
CPU-CPU transmissions. This delivery mechanism is typically used for high-volume
business.

[_]GLOBAL HORIZON INTERCHANGEsm FUNDS TRANSFER SERVICE
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium
number of transactions (5-75 per day), allowing Clients to enter, batch, and
review wire transfer instructions on their PC prior to release to State Street.

[_]TELEPHONE CONFIRMATION (CALLBACK)
Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.



                                                                          [LOGO]


[_]REPETITIVE WIRES
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts.

[_]TRANSFERS INITIATED BY FACSIMILE
The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key logs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and
transmit these as a group to State Street Mutual Fund Services once or several
times a day.

[_]INSTRUCT
Instruct is a State Street web-based application designed to provide
internet-enabled remote access that allows for the capturing, verification and
processing of various instruction types, including securities, cash and foreign
exchange transactions. Instruct is designed using industry standard formats to
facilitate straight-through processing. Instruct provides a number of security
features through user entitlements, industry standard encryption protocols,
digital security certificates and multiple tiers of user authentication
requirements.

[_]SECURE TRANSPORT
Secure Transport is a file transfer application based upon the Secure File
Transfer Protocol standard that is designed to enable State Street clients/
investment managers to send file based transfer and transaction instructions
over the internet. Secure Transport features multi-factor authenticators such as
SecurID and digital certificates, and incorporates industry-standard encryption
protocols.

[_]AUTOMATED CLEARING HOUSE (ACH)
State Street receives an automated transmission or a magnetic tape from a Client
for the initiation of payment (credit) or collection (debit) transactions
through the ACH network. The transactions contained on each transmission or tape
must be authenticated by the Client. Clients using ACH must select one or more
of the following delivery options:

[_]GLOBAL HORIZON INTERCHANGE AUTOMATED CLEARING HOUSE SERVICE
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions in
standard NACHA formats.



                                                                          [LOGO]


[_]   Transmission from Client PC to State Street Mainframe with Telephone
      Callback

[_]   Transmission from Client Mainframe to State Street Mainframe with
      Telephone Callback

[_]   Transmission from DST Systems to State Street Mainframe with Encryption

[_]   Magnetic Tape Delivered to State Street with Telephone Callback

State Street is hereby instructed to accept funds transfer instructions only via
the delivery methods and security procedures indicated. The selected delivery
methods and security procedure(s) will be effective ________________ for payment
orders initiated by our organization.

KEY CONTACT INFORMATION

Whom shall we contact to implement your selection(s)?



CLIENT OPERATIONS CONTACT                       ALTERNATE CONTACT


-------------------------------             ----------------------------
           Name                                        Name


-------------------------------             ----------------------------
         Address                                     Address


-------------------------------             ----------------------------
   City/State/Zip Code                         City/State/Zip Code


-------------------------------             ----------------------------
     Telephone Number                            Telephone Number


-------------------------------             ----------------------------
     Facsimile Number                            Facsimile Number


-------------------------------             ----------------------------
       SWIFT Number                                SWIFT Number


-------------------------------
       Telex Number




                                                                          [LOGO]


INSTRUCTION(S)
--------------

TELEPHONE CONFIRMATION
----------------------

FUND
     -----------------------------------------------------------------------

INVESTMENT ADVISER
                   ---------------------------------------------------------

AUTHORIZED INITIATORS
    Please Type or Print

Please provide a listing of Fund officers or other individuals who are currently
authorized to INITIATE wire transfer instructions to State Street:

NAME                         TITLE (Specify whether      SPECIMEN SIGNATURE
                             position is with Fund
                             or Investment Adviser)

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

AUTHORIZED VERIFIERS
    Please Type or Print

Please provide a listing of Fund officers or other individuals who will be
CALLED BACK to verify the initiation of repetitive wires of $10 million or more
and all non-repetitive wire instructions:


NAME                         CALLBACK PHONE NUMBER       DOLLAR LIMITATION
                                                         (IF ANY)

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________

__________________________   __________________________  ______________________




                        REMOTE ACCESS SERVICES ADDENDUM
                         TO MASTER CUSTODIAN AGREEMENT
                         -----------------------------

      ADDENDUM to that certain Master Custodian Agreement dated as of August 3,
2009 (the "Custodian Agreement") by and among each management investment company
identified on Appendix A thereto or made subject thereto pursuant to Section
18.5 thereof (each, a "Customer") and State Street Bank and Trust Company,
including its subsidiaries and affiliates ("State Street").

      State Street has developed and/or utilizes proprietary or third-party
accounting and other systems in conjunction with the services that State Street
provides to the Customer. In this regard, State Street maintains certain
information in databases under its ownership and/or control that it makes
available to its customers (the "Remote Access Services").

The Services
------------

State Street agrees to provide the Customer, and its designated investment
advisors, consultants or other third parties who agree to abide by the terms of
this Addendum ("Authorized Designees") with access to State Street propriety and
third-party systems as may be offered by State Street from time to time (each, a
"System") on a remote basis.

Security Procedures
-------------------

The Customer agrees to comply, and to cause its Authorized Designees to comply,
with remote access operating standards and procedures and with user
identification or other password control requirements and other security devices
and procedures as may be issued or required from time to time by State Street or
its third-party vendors for use of the System and access to the Remote Access
Services. The Customer is responsible for any use and/or misuse of the System
and Remote Access Services by its Authorized Designees. The Customer agrees to
advise State Street immediately in the event that it learns or has reason to
believe that any person to whom it has given access to the System or the Remote
Access Services has violated or intends to violate the terms of this Addendum
and the Customer will cooperate with State Street in seeking injunctive or other
equitable relief. The Customer agrees to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State
Street and State Street may restrict access of the System and Remote Access
Services by the Customer or any Authorized Designee for security reasons or
noncompliance with the terms of this Addendum at any time.

Fees
----

Fees and charges for the use of the System and the Remote Access Services and
related payment terms shall be as set forth in the fee schedule in effect from
time to time between the parties. The Customer shall be responsible for any
tariffs, duties or taxes imposed or levied by any government or governmental
agency by reason of the transactions contemplated by this Addendum, including,
without limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar taxes which may
be imposed or assessed against State Street). Any claimed exemption from such
tariffs, duties or taxes shall be supported by proper documentary evidence
delivered to State Street.

Proprietary Information/Injunctive Relief
-----------------------------------------

The System and Remote Access Services described herein and the databases,
computer programs, screen formats, report formats, interactive design
techniques, formulae, processes, systems, software, know- how, algorithms,
programs, training aids, printed materials, methods, books, records, files,
documentation and other information made available to the Customer by State
Street as part of the Remote Access Services and through the use of the System
and all copyrights, patents, trade secrets and other proprietary and
intellectual property rights of State Street and third-party vendors related
thereto are the exclusive, valuable and confidential proprietary property of
State Street and its relevant licensors and third-party vendors (the
"Proprietary Information"). The Customer agrees on behalf of itself and its
Authorized Designees to keep the Proprietary Information confidential and to
limit access to its employees and Authorized Designees (under a similar duty of
confidentiality) who require access to the System for the purposes intended. The
foregoing shall not apply to Proprietary Information in the public domain or
required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with
the proper purposes of this Addendum. The Customer will not, and will cause its
employees and Authorized Designees not to, (i) permit any third party to use the
System or the Remote Access Services, (ii) sell, rent, license or otherwise use
the System or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this Addendum, (iii)
use the System or the Remote Access Services for any fund, trust or other
investment vehicle without the prior written consent of State Street, or (iv)
allow or cause any information transmitted from State Street's databases,
including data from third-party sources, available through use of the System or
the Remote Access Services, to be published, redistributed or retransmitted for
other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the
System in any way, enhance, copy or otherwise create derivative works based upon
the System, nor will the Customer or its Authorized Designees reverse engineer,
decompile or otherwise attempt to secure the source code for all or any part of
the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or
of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to State Street or its
third-party licensors and vendors inadequately compensable in damages at law and
that State Street shall be entitled to obtain immediate injunctive relief
against the breach or threatened breach of any of the foregoing undertakings, in
addition to any other legal remedies which may be available.

Limited Warranties
------------------

State Street represents and warrants that it is the owner of and/or has the
right to grant access to the System and to provide the Remote Access Services
contemplated herein. Because of the nature of computer information technology
including, but not limited to the use of the Internet, and the necessity of
relying upon third-party sources, and data and pricing information obtained from
third parties, the System and Remote Access Services are provided "AS IS"
without warranty express or implied including as to availability of the System,
and the Customer and its Authorized Designees shall be solely responsible for
the use of the System and Remote Access Services and investment decisions,
results obtained, regulatory reports and statements produced using the Remote
Access Services. State Street and its relevant licensors and third-party vendors
will not be liable to the Customer or its Authorized Designees for any direct or
indirect, special, incidental, punitive or consequential damages arising out of
or in any way connected with the System or the Remote Access Services, nor shall
any party be responsible for delays or nonperformance under this Addendum
arising out of any cause or event beyond such party's control.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS
RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER,
WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement
------------

State Street will defend or, at its option, settle any claim or action brought
against the Customer to the extent that it is based upon an assertion that
access to or use of State Street proprietary systems by the Customer under this
Addendum constitutes direct infringement of any United States patent or
copyright or misappropriation of a trade secret, provided that the Customer
notifies State Street promptly in writing of any such claim or proceeding,
cooperates with State Street in the defense of such claim or proceeding and
allows State Street sole control over such claim or proceeding. Should the State
Street proprietary system or any part thereof become, or in State Street's
opinion be likely to become, the subject of a claim of infringement or the like
under any applicable patent, copyright or trade secret laws, State Street shall
have the right, at State Street's sole option, to (i) procure for the Customer
the right to continue using the State Street proprietary system, (ii) replace or
modify the State Street proprietary system so that the State Street proprietary
system becomes noninfringing, or (iii) terminate this Addendum without further
obligation. This section constitutes the sole remedy to the Customer for the
matters described in this section.

Termination
-----------

Either party to the Custodian Agreement may terminate this Addendum (i) for any
reason by giving the other party at least one-hundred and eighty (180) days
prior written notice in the case of notice of termination by State Street to the
Customer or thirty (30) days notice in the case of notice from the Customer to
State Street of termination, or (ii) immediately for failure of the other party
to comply with any material term and condition of the Addendum by giving the
other party written notice of termination. This Addendum shall in any event
terminate within ninety (90) days after the termination of any service agreement
applicable to the Customer. The Customer's use of any third-party System is
contingent upon its compliance with any terms of use of such system imposed by
such third party and State Street's continued access to, and use of, such
third-party system. In the event of termination, the Customer will return to
State Street all copies of documentation and other confidential information in
its possession or in the possession of its Authorized Designees and immediately
cease access to the System and Remote Access Services. The foregoing provisions
with respect to confidentiality and infringement will survive termination for a
period of three (3) years.

Miscellaneous
-------------

This Addendum constitutes the entire understanding of the parties to the
Custodian Agreement with respect to access to the System and the Remote Access
Services. This Addendum cannot be modified or altered except in a writing duly
executed by each of State Street and the Customer and shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Custodian Agreement, the Customer: (a) confirms to State
Street that it informs all Authorized Designees of the terms of this Addendum;
(b) accepts responsibility for its and its Authorized Designees' compliance with
the terms of this Addendum; and (c) indemnifies and holds State Street harmless
from and against any and all costs, expenses, losses, damages, charges, counsel
fees, payments and liabilities arising from any failure of the Customer or any
of its Authorized Designees to abide by the terms of this Addendum.

EX-99.I

                             SEWARD & KISSEL LLP
                              1200 G STREET, N.W.
                             WASHINGTON, D.C. 20005

                           Telephone: (202) 737-8833
                           Facsimile: (202) 737-5184
                                 www.sewkis.com




                                                            April 29, 2010


AllianceBernstein Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

      We have acted as counsel for AllianceBernstein Variable Products Series
Fund, Inc. (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an indefinite
number of shares, par value $.001 per share, of Class A Common Stock and Class B
Common Stock (each a "Class" and collectively the "Shares") of the Company's
AllianceBernstein Money Market Portfolio, AllianceBernstein Intermediate Bond
Portfolio, AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein
Growth and Income Portfolio, AllianceBernstein Growth Portfolio,
AllianceBernstein International Growth Portfolio, AllianceBernstein Global
Thematic Growth Portfolio, AllianceBernstein Small Cap Growth Portfolio,
AllianceBernstein Real Estate Investment Portfolio, AllianceBernstein
International Value Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio,
AllianceBernstein Value Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio (the "Portfolios"). The Company is a Maryland Corporation and is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company.

      As counsel for the Company, we have participated in the preparation of the
Post-Effective Amendment to the Company's Registration Statement on Form N-1A
(File Nos. 33-18647 and 811-5398) (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") on [April 28,
2010] and to become effective on May 3, 2010 pursuant to paragraph (b) of Rule
485 under the Securities Act (as so amended, the "Registration Statement") in
which this letter is included as Exhibit (i). We have examined the Charter and
By-Laws of the Company and any amendments and supplements thereto and have
relied upon such corporate records of the Company and such other documents and
certificates as to factual matters as we have deemed to be necessary to render
the opinion expressed herein.

      Based on such examination, we are of the opinion that the Shares to be
offered for sale pursuant to the Registration Statement are, to the extent of
the number of Shares of the relevant Classes of the Portfolios authorized to be
issued by the Company in its Charter, duly authorized, and, when sold, issued
and paid for as contemplated by the Registration Statement, will have been
validly issued and will be fully paid and nonassessable under the laws of the
State of Maryland.

      We do not express an opinion with respect to any laws other than the laws
of Maryland applicable to the due authorization, valid issuance and
nonassessability of shares of common stock of corporations formed pursuant to
the provisions of the Maryland General Corporation Law. Accordingly, our opinion
does not extend to, among other laws, the federal securities laws or the
securities or "blue sky" laws of Maryland or any other jurisdiction. Members of
this firm are admitted to the bars of the State of New York and the District of
Columbia.

      We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "General Information - Counsel" in the Part B thereof. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                            Very truly yours,



                                            /s/Seward & Kissel LLP



SK 00250 0292 1093603

EX-99.J

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial
Highlights" within the Prospectus and "General Information - Independent
Registered Public Accounting Firm" and "Financial Statements and Report of
Independent Registered Public Accounting Firm" within the Statement of
Additional Information and to the use of our reports dated February 12, 2010
relating to AllianceBernstein Balanced Wealth Strategy Portfolio,
AllianceBernstein Global Thematic Growth Portfolio, AllianceBernstein Growth
Portfolio, AllianceBernstein Growth and Income Portfolio, AllianceBernstein
International Growth Portfolio, AllianceBernstein International Value Portfolio,
AllianceBernstein Intermediate Bond Portfolio, AllianceBernstein Large Cap
Growth Portfolio, AllianceBernstein Money Market Portfolio, AllianceBernstein
Real Estate Investment Portfolio, AllianceBernstein Small Cap Growth Portfolio,
AllianceBernstein Small/Mid Cap Value Portfolio and AllianceBernstein Value
Portfolio for the fiscal year ended December 31, 2009 which are incorporated by
reference in this Post Effective Amendment No. 51 Registration Statement (Form
N-1A No. 33-18647) of AllianceBernstein Variable Product Series Fund, Inc.

                                                            /s/ERNST & YOUNG LLP


New York, New York
April 27, 2010

COVER

                              SEWARD & KISSEL LLP
                              1200 G Street, N.W.
                              Washington, DC 20005

                           Telephone: (202) 737-8833
                           Facsimile: (202) 737-5184
                                 www.sewkis.com

                                                        April 29, 2010


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

         Re:     AllianceBernstein Variable Products Series Fund, Inc.
                 File Nos. 33-18647 and 811-5398


Dear Sir or Madam:

      Attached herewith please find Post-Effective Amendment No. 51 under the
Securities Act of 1933 (the "1933 Act") and Amendment No. 52 under the
Investment Company Act of 1940 to the Registration Statement on Form N-1A of
AllianceBernstein Variable Products Series Fund, Inc. (the "Amendment"). The
Amendment is filed pursuant to paragraph (b) of Rule 485 under the 1933 Act and
is marked to show changes in accordance with Rule 310 of Regulation S-T.

      Please call me at the above-referenced number if you have any questions
regarding the attached.


                                          Sincerely,


                                          /s/ Young Seo
                                          ----------------
                                              Young Seo

Attachment




SK 00250 0292 1093853

CORRESP

                      ALLIANCEBERNSTEIN INVESTMENTS, INC.
                          1345 Avenue of the Americas
                              New York, N.Y. 10703
                                 (212) 969-2156


                                                            April 29, 2010




Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549


                 Re:  AllianceBernstein Variable Products Series Fund, Inc.
                      File Nos. 33-18647 and 811-5398


Dear Sir or Madam:

      We have acted as counsel to AllianceBernstein Variable Products Series
Fund, Inc. (the "Fund") in connection with the preparation of Post-Effective
Amendment No. 51 to the Fund's Registration Statement on Form N-1A.

      In my view, the above-described Amendment does not contain disclosures
that would render it ineligible to become effective pursuant to paragraph (b) of
Rule 485 under the Securities Act of 1933, as amended.

                                        Sincerely,


                                        /s/  Andrew L. Gangolf
                                        -------------------------
                                             Andrew L. Gangolf
                                             Senior Vice President
                                             and Assistant General
                                             Counsel



SK 00250 0292 1093833