485BPOS

                   As filed with the Securities and Exchange
                         Commission on April 28, 2011


                                                              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. 54                  X


                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                               Amendment No. 55                         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 2, 2011 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.


This Post-Effective Amendment No. 54 relates solely to the Class A and Class B
shares of 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 of the Registrant. No information in the Registrant's registration
statement relating to the Class A and Class B shares of the AllianceBernstein
Dynamic Asset Allocation Portfolio is amended or superseded hereby.







VARIABLE PRODUCTS SERIES FUND


PROSPECTUS  |  MAY 2, 2011


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.................................  65

GLOSSARY...........................................................  66

FINANCIAL HIGHLIGHTS...............................................  67

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                      .43%
                                    ----
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
----------------------




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 a 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;

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

4





..  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
unless otherwise permitted by Rule 2a-7, (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 as defined in Rule 2a-7. Rule 2a-7 also limits
the Portfolio's investments in illiquid securities to 5% of its total assets.


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


..  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]

                              Calendar Year End (%)

 01      02      03      04      05      06      07      08      09       10
-----  ------  ------  ------  ------  ------  ------  ------   ------   -----
3.57%   1.10%   0.53%   0.71%   2.35%   4.22%   4.35%   1.90%   0.17%    0.01%


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


BEST QUARTER WAS UP 1.32%, 1ST QUARTER, 2001; AND WORST QUARTER WAS UP 0.0024%,
3RD AND 4TH QUARTER, 2009.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                 
Portfolio  0.01%   2.11%   1.88%
----------------------------------



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                      .23%
                                    ----
Total Portfolio Operating Expenses  .68%
                                    ====
----------------------------------------




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    $ 69
After 3 Years   $218
After 5 Years   $379
After 10 Years  $847
--------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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
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 tends 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 ("junk bonds") 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.


..  PREPAYMENT RISK: The value of mortgage-related or asset-backed securities
   may be particularly sensitive to changes in prevailing interest rates. Early
   payments of principal on some mortgage-related securities may occur during
   periods of falling mortgage interest rates and expose the Portfolio to a
   lower rate of return upon reinvestment of principal. Early payments
   associated with mortgage-related securities cause these securities to
   experience significantly greater price and yield volatility than is
   experienced by traditional fixed-income securities. During periods of rising
   interest rates, a reduction in prepayments may increase the effective life
   of mortgage-related securities, subjecting them to greater risk of decline
   in market value in response to rising interest rates. If the life of a
   mortgage-related security is inaccurately predicted, the Portfolio may not
   be able to realize the rate of return it expected. 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.

..  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.

8





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 (%)

 01      02      03      04      05      06      07      08      09       10
-----  ------  ------  ------  ------  ------  ------  ------   ------   -----
7.88%   7.79%   3.89%   3.77%   1.98%   3.93%   4.85%  -6.38%   18.51%   9.20%



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, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             9.20%   5.72%   5.37%
-----------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Index
(reflects no deduction for fees, expenses, or taxes)  6.54%   5.80%   5.84%
-----------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser

Shawn E. Keegan        Since 2007      Vice President of the Adviser

Alison M. Martier      Since 2005      Senior Vice President of the Adviser

Douglas J. Peebles     Since 2007      Senior Vice President of the Adviser

Greg J. Wilensky       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.


                                                                             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                      .10%
                                    ----
Total Portfolio Operating Expenses  .85%
                                    ====
----------------------------------------




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    $   87
After 3 Years   $  271
After 5 Years   $  471
After 10 Years  $1,049
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 105% 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 $0.2 billion to $364.1 billion as of
December 31, 2010, 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.

..  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 (%)

 01       02       03      04      05      06      07      08      09       10
-----   ------   ------  ------  ------  ------  ------  ------   ------   -----
-17.21% -30.64%  23.67%   8.62%  15.14%  -0.44%  13.92%  -39.66%  37.52%  10.10%



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, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             10.10%  0.71%   -0.83%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  16.71%  3.75%    0.02%
-----------------------------------------------------------------------------



                                                                             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 transaction 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 66% 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  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 (%)

 01      02       03      04      05      06      07      08      09       10
-----  -------  ------  ------  ------  ------  ------  ------  ------   ------
0.36%  -22.05%  32.50%  11.46%   4.87%  17.29%   5.12%  -40.60%  20.82%   13.09%



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, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             13.09%  0.01%   1.94%
-----------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  15.51%  1.28%   3.26%
-----------------------------------------------------------------------------



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

PORTFOLIO MANAGERS

The following table lists the person 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                       .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 transaction 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 121% 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 groups. 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 Portfolio's Investment Advisory Members (oversight
group composed of senior investment professionals), senior sector analysts are
responsible for the construction of the portfolio. This investment team
allocates the Portfolio's investments among broad sector groups 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 investment
team 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






In addition to working with the senior sector analysts to review and assess the
Portfolio's portfolio characteristics, the Investment Advisory Members'
responsibility includes cross-fertilizing best practices and insight across the
firm.

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.


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 (%)

  01      02      03      04      05      06      07      08      09       10
 -----  ------  ------  ------  ------  ------  ------  ------   ------   -----
-23.47% -28.08% 35.06%  14.73%  11.97%  -1.07%  13.02%  -42.43%  33.13%   15.06%



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.

                                                                             17





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             15.06% -0.28%   -0.60%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  16.71%  3.75%    0.02%
-----------------------------------------------------------------------------



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 2008      Senior Vice President of the Adviser

Vadim Zlotnikov     Since 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.


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                      .18%
                                    ----
Total Portfolio Operating Expenses  .93%
                                    ====
----------------------------------------




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    $   95
After 3 Years   $  296
After 5 Years   $  515
After 10 Years  $1,143
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 104% 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 (which includes telecommunications), health care, financial
services, infrastructure, energy and natural resources, and consumer groups.
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 Portfolio's Investment Advisory Members (oversight
group composed of senior investment professionals), sector heads are
responsible for the construction of the portfolio. This investment team
allocates the Portfolio's investments among broad sector groups 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 investment
team 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






In addition to working with the sector heads to review and assess the
Portfolio's portfolio characteristics, the Investment Advisory Members'
responsibility includes cross-fertilizing best practices and insight across the
firm.

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 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 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.


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


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  CAPITALIZATION RISK: Investments in small- and mid-capitalization companies
   may be more volatile than investments in large-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").


20




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 (%)

  01      02      03      04      05      06      07      08       09      10
------  ------  ------  ------  ------  ------  ------  ------   ------  ------
-17.30% -4.19%  43.46%  24.27%  20.84%  27.04%  18.13%  -48.85%   39.58%  12.89%



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, 2010)





                                                        1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------
                                                              
Portfolio                                               12.89%  3.88%   7.52%
-------------------------------------------------------------------------------
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)            8.95%   3.05%   3.98%
-------------------------------------------------------------------------------
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)         11.15%  4.82%   5.54%
-------------------------------------------------------------------------------



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
-----------------------------------------------------------------------------
                                  
Robert Alster        Since March 2011   Senior Vice President of the Adviser

William A. Johnston  Since March 2011   Senior Vice President of the Adviser

Tassos Stassopoulos  Since March 2011   Senior Vice President of the Adviser

Christopher M. Toub  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.


                                                                             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                      .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 transaction 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 117% 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 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.


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

22




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 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 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.


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


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  CAPITALIZATION RISK: Investments in small- and mid-capitalization companies
   may be more volatile than investments in large-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.

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.

                                                                             23





BAR CHART


                                   [CHART]

                              Calendar Year End (%)

  01       02       03      04      05      06      07      08      09      10
------   -------  ------  ------  ------  ------  ------  ------  ------  ------
-25.23%  -41.70%  44.18%   5.38%   3.86%   8.64%  20.20%  -47.37%  53.49% 18.93%



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, 2010)





                                                        1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------
                                                              
Portfolio                                               18.93%  4.64%   -1.46%
-------------------------------------------------------------------------------
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)            12.67%  3.44%    3.20%
-------------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser

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

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

Vadim Zlotnikov       Since 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.


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                       .62%
                                    -----
Total Portfolio Operating Expenses  1.37%
                                    =====
-----------------------------------------




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    $  139
After 3 Years   $  434
After 5 Years   $  750
After 10 Years  $1,646
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 95% 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, 2010, there were approximately 4,300 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $8.6 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.


The Portfolio invests primarily in equity securities but may also invest in
other types of securities, such as preferred stocks. The Portfolio may also
invest in reverse repurchase agreements and up to 20% of its total assets in
rights or warrants.


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

..  DERIVATIVES RISK: 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 (%)

  01      02       03     04      05      06      07      08      09       10
------  ------  ------  ------  ------  ------  ------  ------  ------   ------
-12.75% -31.77% 48.90%  14.55%   5.24%  10.69%  14.08% -45.54%  41.76%   36.90%



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, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             36.90%  5.94%   3.61%
-----------------------------------------------------------------------------
Russell 2000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  29.09%  5.30%   3.78%
-----------------------------------------------------------------------------



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                      .32%
                                    ----
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 transaction 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 132% 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.

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

28





certificates, real estate mortgage investment conduit certificates, or REMICs,
and collateralized mortgage obligations, or CMOs. The Portfolio may also invest
in short-term investment grade debt securities and other fixed-income
securities.


The Portfolio invests in equity securities that include common stock, shares of
beneficial interests of REITs and securities with common stock characteristics,
such as preferred stock or convertible securities ("real estate equity
securities"). The Portfolio may invest in foreign securities and enter into
forward commitments and standby commitment agreements. 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.


..  INTEREST RATE RISK: Changes in interest rates will affect the value of
   investments in fixed-income securities. When interest rates rise, the value
   of investments in fixed-income securities tends to fall and this decrease in
   value may not be offset by higher income from new investments. 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  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").

                                                                             29





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 (%)

 01      02      03      04      05      06      07      08      09       10
-----  ------  ------  ------  ------  ------  ------  ------   ------   -----
10.79%  2.60%  39.30%  35.63%  11.67%  35.23%  -14.53% -35.68%  29.46%   26.34%



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, 2010)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             26.34%  3.99%   11.30%
-----------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index
(reflects no deduction for fees, expenses, or taxes)  27.95%  3.03%   10.76%
-----------------------------------------------------------------------------



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 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                      .10%
                                    ----
Total Portfolio Operating Expenses  .85%
                                    ====
----------------------------------------




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    $   87
After 3 Years   $  271
After 5 Years   $  471
After 10 Years  $1,049
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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. The Adviser typically
projects a company's financial performance 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


                                                                             31




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 Portfolio's management team 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 and
position size for purchases and sales. Analysts remain responsible for
monitoring new developments that would affect the securities they cover. The
team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed when positive return trends
are favorable.


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



The Portfolio may 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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").

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.

32





BAR CHART


                                     [CHART]

                              Calendar Year End (%)

 01       02       03      04      05      06      07      08      09       10
-----   ------   ------  ------  ------  ------  ------  ------   ------   -----
 n/a    -5.15%   44.36%   25.12%  16.92%  35.36%  5.84%  -53.18%  34.68%   4.59%



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, 2010)





                                                                         SINCE
                                                        1 YEAR 5 YEARS INCEPTION
--------------------------------------------------------------------------------
                                                              
Portfolio (Inception Date: May 10, 2001)                4.59%  -1.13%    6.69%
--------------------------------------------------------------------------------
MSCI EAFE Index (Net) (reflects no deduction for fees,
expenses, or taxes except the reinvestment of
dividends net of non-U.S. withholding taxes)            7.75%   2.46%    4.47%
--------------------------------------------------------------------------------



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
--------------------------------------------------------------------------
                               
Henry S. D'Auria     Since 2003      Senior Vice President of the Adviser

Sharon E. Fay        Since 2005      Senior 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                      .09%
                                    ----
Total Portfolio Operating Expenses  .84%
                                    ====
----------------------------------------




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    $   86
After 3 Years   $  268
After 5 Years   $  466
After 10 Years  $1,037
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 54% 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
these purposes, "small- and mid-capitalization companies" are generally those
companies that, at the time of investment, fall within the lowest 25% 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, 2010, there were approximately 4,401 companies within the
lowest 25% of the total U.S. equity market capitalization (excluding companies
with market capitalizations of less than $10 million) with market
capitalizations ranging from $10 million to $11.9 billion. In the future, the
Portfolio may define small- and mid-capitalization companies using a different
classification system.

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 and quantitative 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.


The Adviser typically projects a company's financial performance 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 Portfolio's management team 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 and
position size for purchases and sales. Analysts remain responsible for
monitoring new developments that would affect the securities they cover. The
team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed when positive return trends
are favorable. 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.


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.



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


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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").

                                                                             35





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 (%)

 01       02       03      04      05      06      07      08      09       10
-----   ------   ------  ------  ------  ------  ------  ------   ------   -----
 n/a    -6.20%   41.26%   19.30%  6.91%  14.42%  1.71%  -35.58%   42.86%  26.91%



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, 2010)





                                                                           SINCE
                                                      1 YEAR 5 YEARS     INCEPTION
----------------------------------------------------------------------------------
                                                                
Portfolio
(Inception Date: May 2, 2001)                         26.91% 6.33%        10.25%
----------------------------------------------------------------------------------
Russell 2500(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  24.82% 3.85%         8.36%
----------------------------------------------------------------------------------
Russell 2500(R) Index
(reflects no deduction for fees, expenses, or taxes)  26.71% 4.86%         7.15%
----------------------------------------------------------------------------------



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                      .16%
                                    ----
Total Portfolio Operating Expenses  .71%
                                    ====
----------------------------------------




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    $ 73
After 3 Years   $227
After 5 Years   $395
After 10 Years  $883
--------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 73% 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 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 fundamental analysis depends heavily upon its large internal
research staff. The 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.
The Adviser typically projects a company's financial performance 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 Portfolio's management team 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 and
position size for purchases and sales. 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.

The team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed, 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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 (%)

 01       02       03      04      05      06      07      08      09       10
-----   ------   ------  ------  ------  ------  ------  ------   ------   -----
 n/a     n/a     28.94%  12.77%  5.74%   21.32%  -3.95%  -40.83%  21.12%  11.81%



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, 2010)





                                                                           SINCE
                                                      1 YEAR 5 YEARS     INCEPTION
----------------------------------------------------------------------------------
                                                                
Portfolio (Inception Date: July 22, 2002)             11.81% -1.36%        5.50%
----------------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  15.51% 1.28%         7.66%
----------------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser

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

Greg L. Powell            Since 2011      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                      .13%
                                    ----
Total Portfolio Operating Expenses  .68%
                                    ====
----------------------------------------




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    $ 69
After 3 Years   $218
After 5 Years   $379
After 10 Years  $847
--------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 101% 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 allow the relative
weightings of the Portfolio's investments in equity and debt, growth and value,
and U.S. and non-U.S. component to vary in response to market conditions, but
ordinarily, only by (+/-)5% of the Portfolio's net assets. Beyond those ranges,
the Adviser will rebalance the Portfolio toward the targeted blend. However,
under extraordinary circumstances, such as when market conditions favoring one
investment style are compelling, the range may expand to (+/-)10% of the
Portfolio's net assets. The Portfolio's targeted blend may change from time to
time without notice to shareholders based on the Adviser's assessment of
underlying market conditions.

The 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. 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.

Each value investment team seeks to identify companies whose long-term earnings
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. companies. 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 this value investment process, each value investment team
constructs a portfolio that emphasizes equity securities of a limited number of
value companies.

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


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 tends 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.


..  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.

                                                                             41






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


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  ALLOCATION RISK: The allocation of investments among the different
   investment styles, such as growth or value, equity or debt securities, or
   U.S. or non-U.S. securities may have a more significant effect on the
   Portfolio's 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.



..  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.

BAR CHART


                                     [CHART]

                              Calendar Year End (%)

 01       02       03      04      05      06      07      08      09       10
-----   ------   ------  ------  ------  ------  ------  ------   ------   -----
 n/a     n/a      n/a      n/a    7.30%   13.92%  5.55%  -30.01%  24.88%  10.61%



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.

42





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





                                                                                    SINCE
                                                                   1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------
                                                                         
Portfolio
(Inception Date: July 1, 2004)                                     10.61%  3.06%    4.52%
-------------------------------------------------------------------------------------------
S&P 500 Stock Index
(reflects no deduction for fees, expenses, or taxes)               15.06%  2.29%    3.76%
-------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Index
(reflects no deduction for fees, expenses, or taxes)               6.54%   5.80%    5.42%
-------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Index
(reflects no deduction for fees, expenses, or taxes)               12.13%  4.08%    4.75%
-------------------------------------------------------------------------------------------



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 2008      Senior Vice President of the Adviser

Dokyoung Lee                Since 2008      Senior Vice President of the Adviser

Seth J. Masters             Since 2004      Senior Vice President of the Adviser

Christopher H. Nikolich     Since 2004      Senior Vice President of the Adviser

Patrick J. Rudden           Since 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 are expected to 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 Portfolios' 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 an agreement that obligates 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 "Other
   Derivatives and Strategies--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
   "Other Derivatives and Strategies--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

                                                                             45





   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 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 "Other
   Derivatives and Strategies--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 an 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, Swaption, 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 swap 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. Swaption 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 settlement 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 the
   reference obligation is a defaulted security, physical delivery of the
   security will cause the Portfolio to hold a defaulted security. 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,


46




   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 other currencies or for non-hedging purposes as a means of
   making direct investments in foreign currencies, as described below under
   "Other Derivatives and Strategies--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 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


                                                                             47




   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 of futures contracts or options with those of debt, preferred
   equity or a depositary instrument. Generally, a structured instrument will
   be a debt security, preferred stock, depositary 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).

48





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 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. The Portfolios intend to invest uninvested cash
balances in an affiliated money market fund as permitted by Rule 12d1-1 under
the 1940 Act. 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 or any
applicable rules, exemptive orders or regulatory guidance.


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

                                                                             49




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 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, 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. These investments include convertible preferred
stocks, which includes an option for the holder to convert the preferred stock
into the issuer's common stock under certain conditions, among which may be the
specification of a future date when the conversion may begin, a certain number
of common shares per preferred shares, or a certain price per share for the
common stock. Convertible preferred stock tends to be more volatile than
non-convertible preferred stock, because its value is related to the price of
the issuer's common stock as well as the dividends payable on the preferred
stock.


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

50




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.


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. 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.



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 transactions 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, 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

                                                                             51




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.

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.


ADDITIONAL RISK AND OTHER CONSIDERATIONS
Investments in the Portfolios involve the special risk considerations described
below. Certain of these risks may be heightened when investing in emerging
markets.

BORROWINGS AND LEVERAGE
Certain of the Portfolios may use borrowings for investment purposes subject to
applicable statutory or regulatory requirements. 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


52





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.


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.

 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 South Korea
 Costa Rica                Lebanon                   Taiwan
 Cote D'Ivoire             Malaysia                  Thailand
 Croatia                   Mexico                    Trinidad & Tobago Tunisia
 Czech Republic            Morocco                   Turkey
 Dominican Republic        Nigeria                   Ukraine
 Ecuador                   Pakistan                  Uruguay
 Egypt                     Panama                    Venezuela
 El Salvador               Peru
 Guatemala                 Philippines

                                                                             53





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
non-U.S. 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.


INVESTMENT IN BELOW INVESTMENT GRADE FIXED-INCOME SECURITIES

Investments in securities rated below investment grade (commonly referred to as
"junk bonds") 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.


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.

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.


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

54




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 2011, 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 2010, 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:



  AIG SunAmerica
  Genworth Financial
  Lincoln Financial Distributors


  Pacific Life Insurance Co.
  Prudential
  RiverSource Distributors
  SunLife Financial

  The Hartford

  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 or to identify


56




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 and cause a Portfolio to sell
portfolio securities at inopportune times to raise cash to accommodate
redemptions relating to short-term trading activity. 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. In addition, a Portfolio may incur
increased administrative and other expenses due to excessive or short-term
trading and increased brokerage costs.

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 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 securities of foreign issuers 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 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"). 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 seeks 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. Insurers utilizing omnibus
account arrangements may not identify to the Fund, ABI or AllianceBernstein
Investor Services, Inc. ("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
   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 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

                                                                             57




  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 New
York Stock Exchange (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 other 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 its 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.


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,
2010, totaling more than $478 billion (of which over $84 billion represented
assets of registered investment companies sponsored by the Adviser). As of
December 31, 2010, the Adviser managed retirement assets for many of the
largest public and private employee benefit plans (including 31 of the nation's
FORTUNE 100 companies), for public employee retirement funds in 35 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 115 separate investment portfolios, with
approximately 3.3 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, 2010, each of the Portfolios paid the Adviser as a
percentage of average daily net assets:




                                                        FEE AS A PERCENTAGE OF
                                                          AVERAGE DAILY NET
  PORTFOLIO                                                     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, 2010 (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,
2010 (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 day-to-day 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 2006.


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 2009; 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 2006.

Shawn E. Keegan; since 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 2006.




                                                                             59







                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                          
Alison M. Martier; since 2005; Senior Vice   Senior Vice President of the Adviser,
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 2006, and Director of
                                             Fixed-Income Senior Portfolio
                                             Management Team.

Douglas J. Peebles; since 2007; 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 2006, Chief Investment
                                             Officer and Head of Fixed-Income.

Greg J. Wilensky; since 2005; 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 2006 and Director of
                                             Stable Value Investments.




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 Investment Advisory Members.
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 large industry focused equity analysts in the United
States and abroad.

The following table lists the senior members of the investment team with the
responsibility for day-to-day management of the Portfolio's portfolio, the year
that each person assumed joint and primary responsibility 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
------------------------------------------------------------------------------------
                                       
Frank V. Caruso; since 2008; Senior Vice  Senior Vice President of the Adviser,
President of the Adviser                  with which he has been associated in a
                                          substantially similar capacity as a
                                          portfolio manager since prior to 2006,
                                          and U.S. Relative Value Team Leader.

Vadim Zlotnikov; since 2008; Senior Vice  Senior Vice President and Chief Market
President of the Adviser                  Strategist of the Adviser. Previously, he
                                          was Chief Investment Officer of Growth
                                          Equities and Head of Growth Portfolio
                                          Analytics since 2008. Prior thereto, he
                                          was the Chief Investment Strategist for
                                          Sanford C. Bernstein's institutional
                                          research unit since prior to 2006.




The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO are made by the Adviser's
Global Thematic Growth investment team, headed by Catherine D. Wood and
comprised of representatives of the Adviser's Global Economic Research Team,
Quantitative Research Team, Early Stage Growth Team and Research on Strategic
Change Team.

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 2009; 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 2006 and Director of
                                           Global Economic Research on Fixed-
                                           Income.

Amy P. Raskin; since 2009; Senior Vice     Senior Vice President of the Adviser,
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 2006. She is also Director
                                           of Research of U.S. Growth Equities
                                           since 2006.

Catherine D. Wood; since 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 2006. She is also the
                                           Chief Investment Officer of Thematic
                                           Portfolios.

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




The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's
International Growth sector heads, with oversight by the Adviser's
International Growth Investment Advisory Members. Stock selection within each
market sector of the Portfolio's portfolio is the responsibility of a sector
head dedicated to that sector. The sector heads 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 following table lists the sector heads with the 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(S) DURING
EMPLOYEE; YEAR; TITLE                           THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------
                                      
Robert Alster; since March 2011; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser            with which he has been associated in a
                                         substantially similar capacity as a
                                         portfolio manager since prior to 2006.

William A. Johnston, since March 2011;   Senior Vice President of
Senior Vice President of the Adviser     AllianceBernstein Limited and a Senior
                                         Vice President of the Adviser, with
                                         which he has been associated since
                                         prior to 2006.

Tassos Stassopoulos; since March 2011;   Senior Vice President of the Adviser,
Senior Vice President of the Adviser     with which he has been associated in a
                                         substantially similar capacity as a
                                         portfolio manager 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
                                         at Credit Suisse since prior to 2006.




60







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




The day-to-day 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 2006.

                           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 2006.

                           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 2006.

                           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 since prior to
                                                     February 2006.

 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                              since prior to 2006. She
 Management Team                                     is also Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments.
                                                     Prior thereto, she was
                                                     Co-Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments since
                                                     July 2004.

                           Prashant Tewari; since    Vice President and
                           2010; Vice President of   Senior Research Analyst
                           the Adviser               of the Adviser, with
                                                     which he has been
                                                     associated since prior
                                                     to 2006. Previously, he
                                                     was an engagement
                                                     manager at McKinsey &
                                                     Company, focusing on
                                                     growth strategy and
                                                     operations for primarily
                                                     industrial companies.

                           Diane Won; since 2010;    Senior Vice President of
                           Senior Vice President of  the Adviser, with which
                           the Adviser               she has been associated
                                                     since prior to 2006.
                                                     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 Adviser  he has been associated
 International Value                                 since prior to 2006. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer of Emerging
                                                     Markets Value Equities
                                                     and Co-Chief Investment
                                                     Officer of International
                                                     Value Equities since
                                                     prior to 2006.

                           Sharon E. Fay; since      Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  she has been associated
                                                     since prior to 2006. She
                                                     is also Head of
                                                     AllianceBernstein
                                                     Equities since 2010 and
                                                     Chief Investment Officer
                                                     of Global Value Equities
                                                     since prior to 2006.
                                                     Until January 2006, she
                                                     was Co-Chief Investment
                                                     Officer of European and
                                                     U.K. Value Equities at
                                                     the Adviser, since prior
                                                     to 2006.

                           Eric J. Franco; since     Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006.

                           Kevin F. Simms; since     Senior Vice President of
                           2001; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006 and
                                                     Co-Chief Investment
                                                     Officer of International
                                                     Value Equities and
                                                     Global Director of Value
                                                     Research since prior to
                                                     2006.


                                                                             61





                                                            PRINCIPAL
      PORTFOLIO AND                                   OCCUPATION DURING THE
    RESPONSIBLE GROUP       EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------

 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                                 since prior to 2006. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer--Small- and
                                                     Mid-Cap Value Equities
                                                     and Chief Investment
                                                     Officer--Canadian 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
                                                     since prior to 2006. He
                                                     is also 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
                                                     2006.

                           Andrew J. Weiner; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006. He
                                                     is also Director of
                                                     Research--Small- and
                                                     Mid-Cap Value Equities.

 AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of
 Portfolio                 since 2005; Senior Vice   the Adviser, with which
 U.S. Value Senior         President of the Adviser  he has been associated
 Investment Management                               since prior to 2006.
 Team

                           Joseph G. Paul; since     (see above)
                           2009; (see above)

                           John D. Phillips, Jr.;    Senior Vice President of
                           since 2005; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006.

                           Greg L. Powell; since     Senior Vice President of
                           2011; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006. He
                                                     is also Director of
                                                     Research--U.S. Large Cap
                                                     Value Equities since
                                                     2010. Until 2010, he was
                                                     director of research of
                                                     Equity Hedge Fund
                                                     Strategies since prior
                                                     to 2006.

 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                                     since prior to 2006. 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
                                                     since prior to 2006. 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
                                                     since 2007. Prior to
                                                     2007, Mr. Randell was
                                                     associated with GTCR
                                                     Golder Rauner LLC, a
                                                     private equity firm,
                                                     since prior to 2005. Mr.
                                                     Randell has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2007.

                           P. Scott Wallace; since   Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006. 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 2008; Senior Vice   the Adviser and Head of
 Portfolio                 President of the Adviser  Defined Contribution.
 Multi-Asset               and Head of Defined       Previously, Director of
 Solutions Team            Contribution              Research--Defined
                                                     Contribution. Prior
                                                     thereto, he was a
                                                     Director of Research for
                                                     the Adviser's Blend
                                                     Strategies team and
                                                     served as a senior
                                                     quantitative analyst
                                                     since prior to 2006.

                           Dokyoung Lee; since       Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           since prior to 2006 and
                           Research--Blend           Director of
                           Strategies                Research--Blend
                                                     Strategies since 2008.

                           Seth J. Masters; since    Senior Vice President of
                           2004; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Chief Investment      since prior to 2006 and
                           Officer of Blend          Chief Investment Officer
                           Strategies and Defined    of Blend Strategies and
                           Contribution              Defined Contribution.

                           Christopher H. Nikolich;  Senior Vice President of
                           since 2004; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                           and Head of Research and  since prior to 2006, and
                           Investment                Head of Research and
                           Design--Defined           Investment
                           Contribution              Design--Defined
                                                     Contribution.

                           Patrick J. Rudden; since  Senior Vice President of
                           2009; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Head of Blend         since prior to 2006, and
                           Strategies                Head of Blend
                                                     Strategies. Prior
                                                     thereto, he was Head of
                                                     Institutional Investment
                                                     Solutions within the
                                                     Blend Team.



Additional information about the portfolio managers may be
found in the Portfolios' SAI.


62





PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS

Although the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO itself has
limited performance history under its current investment policies, 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 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 Bernstein managed the Equity and Fixed-Income Historical
Accounts through December 31, 2010. The aggregate assets for the Equity and
Fixed-Income Historical Accounts managed by each investment team as of
December 31, 2010 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 U.S. 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

                                                                             63




BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to
the index would be reduced by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY
PORTFOLIO'S 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, 2010, with their Aggregate Assets as of
December 31, 2010





INVESTMENT TEAMS AND                 ASSETS                                       SINCE   INCEPTION
BENCHMARKS                        (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
---------------------------------------------------------------------------------------------------
                                                                     
EQUITY
---------------------------------------------------------------------------------------------------
US Large Cap Growth                 $7,884.06    9.80%  -3.42%  0.82%   -0.70%   12.81%*  12/31/77
Russell 1000 Growth                             16.71%  -0.47%  3.75%    0.02%      N/A
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $3,445.16   12.62%  -7.06% -1.06%    3.20%    3.99%    3/31/99
Russell 1000 Value                              15.51%  -4.42%  1.28%    3.26%    3.86%
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $2,411.25    4.18% -12.09% -1.02%    1.71%    5.44%   12/31/90
MSCI EAFE                                        7.75%  -7.02%  2.46%    3.50%    5.85%
---------------------------------------------------------------------------------------------------
International Large Cap Value       $2,756.16    2.84% -13.12% -1.07%      N/A    7.05%    3/31/01
MSCI EAFE                                        7.75%  -7.02%  2.46%      N/A    5.17%
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,255.29   19.31%  -3.75%  4.04%      N/A   10.82%    9/30/03
FTSE EPRA/NAREIT Developed Index                20.40%  -4.53%  2.88%      N/A   10.42%
---------------------------------------------------------------------------------------------------
FIXED INCOME
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $263.03    8.55%   6.61%  5.91%    5.77%    6.94%   12/31/86
Barclays Capital U.S. Aggregate                  6.54%   5.90%  5.80%    5.84%    7.15%
---------------------------------------------------------------------------------------------------




*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 12/31/10 were 12.80% and 10.66%, respectively.


64




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 are expected to 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.

                                                                             65




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.


BARCLAYS CAPITAL U.S. AGGREGATE INDEX provides a measure of the performance of
the U.S. Dollar-denominated, investment grade bond market, which includes U.S.
government bonds, corporate bonds, mortgage pass-through securities, commercial
mortgage-backed securities, and asset-backed securities that are publicly for
sale in the U.S.


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 March 31, 2011, the MSCI AC WORLD INDEX consisted
of 45 country indices comprising 24 developed and 21 emerging market country
indices.

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) 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, Asia
and the Far East.

MSCI WORLD INDEX is Morgan Stanley Capital International's market
capitalization weighted index composed of companies representative of the
market structure of 24 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.

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.

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.

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.

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.

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.

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.

S&P 500 INDEX is a stock market index containing the stocks of 500 large-cap
corporations. Widely regarded as the best single gauge of the U.S. equities
market, the S&P 500 Index includes a representative sample of 500 leading
companies in leading industries of the U.S. economy.


66




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,
                                                                            2010          2009        2008     2007      2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
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)      .00(a)(b)     .02      .04      .04
                                                                       -------        -------       -------  -------  -------
LESS: DIVIDENDS
Dividends from net investment income                                       .00(a)         .00(a)       (.02)    (.04)    (.04)
                                                                       -------        -------       -------  -------  -------
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)                        .01%           .17%         1.90%    4.35%    4.22%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $19,269        $25,318       $28,520  $23,610  $27,087
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements                               .26%(d)        .66%          .96%     .99%     .93%(d)
 Expenses, before waivers and reimbursements                               .88%(d)        .90%          .96%     .99%     .93%(d)
 Net investment income                                                     .01%(b)(d)     .18%(b)      1.85%    4.28%    4.13%(d)
---------------------------------------------------------------------------------------------------------------------------------



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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                           2010        2009       2008       2007      2006
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net asset value, beginning of period                                   $  11.98     $  10.50   $  11.78    $ 11.78  $ 11.82
                                                                       --------     --------   --------    -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .48          .52        .51        .54      .50
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                      .60         1.37      (1.22)       .01     (.06)
Contributions from Adviser                                                 0.00         0.00        .00(f)    0.00     0.00
                                                                       --------     --------   --------    -------  -------
Net increase (decrease) in net asset value from operations                 1.08         1.89       (.71)       .55      .44
                                                                       --------     --------   --------    -------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.67)        (.41)      (.57)      (.55)    (.48)
                                                                       --------     --------   --------    -------  -------
Net asset value, end of period                                         $  12.39     $  11.98   $  10.50    $ 11.78  $ 11.78
                                                                       ========     ========   ========    =======  =======
TOTAL RETURN
Total investment return based on net asset value(c)                        9.20%*      18.51%*    (6.38)%*    4.85%    3.93%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $119,599     $129,647   $129,111    $66,305  $71,655
Ratio to average net assets of:
 Expenses                                                                   .68%(d)      .69%       .64%       .78%     .77%(d)
 Net investment income                                                     3.90%(d)     4.69%      4.72%      4.58%    4.25%(d)
Portfolio turnover rate                                                      94%         102%       106%        90%     327%
-------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


                                                                             67





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



                                                                                     YEAR ENDED DECEMBER 31,
                                                                       2010        2009       2008        2007        2006
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period                               $  25.36     $  18.47   $  30.61    $  26.87   $  26.99
                                                                   --------     --------   --------    --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                         .07          .10        .04        (.01)      (.03)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                 2.48         6.82     (12.18)       3.75       (.09)
                                                                   --------     --------   --------    --------   --------
Net increase (decrease) in net asset value from operations             2.55         6.92     (12.14)       3.74       (.12)
                                                                   --------     --------   --------    --------   --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                   (.12)        (.03)      0.00        0.00       0.00
                                                                   --------     --------   --------    --------   --------
Net asset value, end of period                                     $  27.79     $  25.36   $  18.47    $  30.61   $  26.87
                                                                   ========     ========   ========    ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)                   10.10%*      37.52%*   (39.66)%*    13.92%*     (.44)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                          $200,977     $211,940   $181,452    $395,655   $474,069
Ratio to average net assets of:
 Expenses                                                               .85%(d)      .88%       .84%        .82%       .84%(d)
 Net investment income (loss)                                           .29%(d)      .47%       .17%       (.03)%     (.12)%(d)
Portfolio turnover rate                                                 105%          97%        89%         92%        81%
-------------------------------------------------------------------------------------------------------------------------------



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



                                                                                     YEAR ENDED DECEMBER 31,
                                                                       2010        2009       2008        2007         2006
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                               $  15.20     $  13.10   $  26.82    $  27.19    $  24.88
                                                                   --------     --------   --------    --------    --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                .20          .21        .30         .39         .36
Net realized and unrealized gain (loss) on investment transactions     1.79         2.47      (9.77)        .97        3.66
Contributions from Adviser                                             0.00         0.00       .00 (f)      .06        0.00
                                                                   --------     --------   --------    --------    --------
Net increase (decrease) in net asset value from operations             1.99         2.68      (9.47)       1.42        4.02
                                                                   --------     --------   --------    --------    --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                   0.00         (.58)      (.45)       (.41)       (.37)
Distributions from net realized gain on investment transactions        0.00         0.00      (3.80)      (1.38)      (1.34)
                                                                   --------     --------   --------    --------    --------
Total dividends and distributions                                      0.00         (.58)     (4.25)      (1.79)      (1.71)
                                                                   --------     --------   --------    --------    --------
Net asset value, end of period                                     $  17.19     $  15.20   $  13.10    $  26.82    $  27.19
                                                                   ========     ========   ========    ========    ========
TOTAL RETURN
Total investment return based on net asset value(c)                   13.09%*      20.82%*   (40.60)%*     5.12%**    17.29%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                          $201,521     $215,085   $211,920    $456,159    $529,732
Ratio to average net assets of:
 Expenses                                                               .63%(d)      .63%       .62%        .59%        .61%(d)
 Net investment income                                                 1.30%(d)     1.58%      1.61%       1.43%       1.42%(d)
Portfolio turnover rate                                                  66%         125%       184%         74%         60%
-------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


68





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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                          2010       2009       2008      2007        2006
------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period                                   $ 17.56     $ 13.19   $ 22.91    $ 20.27   $ 20.49
                                                                       -------     -------   -------    -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                            .03         .04      (.04)      (.05)     (.04)
Net realized and unrealized gain (loss) on investment transactions        2.61        4.33     (9.68)      2.69      (.18)
                                                                       -------     -------   -------    -------   -------
Net increase (decrease) in net asset value from operations                2.64        4.37     (9.72)      2.64      (.22)
                                                                       -------     -------   -------    -------   -------
LESS: DIVIDENDS
Dividends from net investment income                                      (.05)       0.00      0.00       0.00      0.00
                                                                       -------     -------   -------    -------   -------
Net asset value, end of period                                         $ 20.15     $ 17.56   $ 13.19    $ 22.91   $ 20.27
                                                                       =======     =======   =======    =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)                      15.06%*     33.13%*  (42.43)%*   13.02%    (1.07)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $37,198     $37,948   $33,992    $75,834   $93,459
Ratio to average net assets of:
 Expenses                                                                 1.00%(d)    1.06%      .94%       .90%      .90%(d)
 Net investment income (loss)                                              .15%(d)     .28%     (.22)%     (.23)%    (.22)%(d)
Portfolio turnover rate                                                    121%        197%      103%        60%       55%
------------------------------------------------------------------------------------------------------------------------------



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



                                                                                        YEAR ENDED DECEMBER 31,
                                                                           2010       2009       2008        2007        2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Net asset value, beginning of period                                   $  16.66     $  12.52  $ 24.89    $  30.37     $ 24.27
                                                                       --------     --------  -------    --------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .18          .22      .38         .20         .30
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     1.92         4.59   (12.35)       5.16        6.18
Contributions from Adviser                                                 0.00         0.00      .00(f)     0.00        0.00
                                                                       --------     --------  -------    --------     -------
Net increase (decrease) in net asset value from operations                 2.10         4.81   (11.97)       5.36        6.48
                                                                       --------     --------  -------    --------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.34)        (.67)    0.00        (.56)       (.23)
Distributions from net realized gain on investment and foreign
 currency transactions                                                     0.00         0.00     (.40)     (10.28)       (.15)
                                                                       --------     --------  -------    --------     -------
Total dividends and distributions                                          (.34)        (.67)    (.40)     (10.84)       (.38)
                                                                       --------     --------  -------    --------     -------
Net asset value, end of period                                         $  18.42     $  16.66  $ 12.52    $  24.89     $ 30.37
                                                                       ========     ========  =======    ========     =======
TOTAL RETURN
Total investment return based on net asset value(c)                       12.89%       39.58%  (48.85)%*    18.13%      27.04%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $126,339     $124,335  $80,458    $165,642     $81,655
Ratio to average net assets of:
 Expenses                                                                   .93%(d)      .99%     .98%       1.21%(d)    1.23%(d)
 Net investment income                                                     1.08%(d)     1.55%    1.93%        .66%(d)    1.11%(d)
Portfolio turnover rate                                                     104%         118%      90%        126%         74%
---------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


                                                                             69




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



                                                                                        YEAR ENDED DECEMBER 31,
                                                                          2010        2009       2008       2007        2006
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net asset value, beginning of period                                   $ 16.73     $ 10.90    $ 20.71     $ 17.23   $ 15.86
                                                                       -------     -------    -------     -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                            .12         .07        .00(f)     (.03)     (.05)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    2.98        5.76      (9.81)       3.51      1.42
Contributions from Adviser                                                0.00         .00(f)     .00(f)     0.00      0.00
                                                                       -------     -------    -------     -------   -------
Net increase (decrease) in net asset value from operations                3.10        5.83      (9.81)       3.48      1.37
                                                                       -------     -------    -------     -------   -------
LESS DIVIDENDS
Dividends from net investment income                                      (.36)        .00        .00         .00       .00
                                                                       -------     -------    -------     -------   -------
Net asset value, end of period                                         $ 19.47     $ 16.73    $ 10.90     $ 20.71   $ 17.23
                                                                       =======     =======    =======     =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)                      18.93%*     53.49%*+  (47.37)%*    20.20%     8.64%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $66,302     $65,358    $39,933     $93,919   $86,819
Ratio to average net assets of:
 Expenses                                                                  .99%(d)    1.00%       .93%        .93%      .92%(d)
 Net investment income (loss)                                              .69%(d)     .52%       .00%(f)    (.15)%    (.30)%(d)
Portfolio turnover rate                                                    117%        215%       141%        132%      117%
--------------------------------------------------------------------------------------------------------------------------------



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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                           2010       2009       2008      2007        2006
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $ 11.95      $  8.43   $ 15.48    $ 13.57   $ 12.26
                                                                       -------      -------   -------    -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(e)                                                    (.13)        (.13)     (.13)      (.12)     (.12)
Net realized and unrealized gain (loss) on investment transactions        4.54         3.65     (6.92)      2.03      1.43
Contributions from Adviser                                                0.00         0.00       .00(f)    0.00      0.00
                                                                       -------      -------   -------    -------   -------
Net increase (decrease) in net asset value from operations                4.41         3.52     (7.05)      1.91      1.31
                                                                       -------      -------   -------    -------   -------
Net asset value, end of period                                         $ 16.36      $ 11.95   $  8.43    $ 15.48   $ 13.57
                                                                       =======      =======   =======    =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)                      36.90%*      41.76%*  (45.54)%*   14.08%    10.69%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $29,018      $22,876   $18,003    $39,867   $48,498
Ratio to average net assets of:
 Expenses                                                                 1.37%(d)     1.62%     1.32%      1.20%     1.16%(d)
 Net investment loss                                                     (1.00)%(d)   (1.33)%   (1.02)%     (.81)%    (.90)%(d)
Portfolio turnover rate                                                     95%         106%      129%        88%       76%
-------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


70





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



                                                                                     YEAR ENDED DECEMBER 31,
                                                                          2010       2009     2008      2007       2006
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Net asset value, beginning of period                                   $  9.64     $  7.86  $ 16.23   $ 22.83   $ 19.98
                                                                       -------     -------  -------   -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .23         .19      .26       .22       .29
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    2.30        1.98    (4.38)    (2.91)     6.02
                                                                       -------     -------  -------   -------   -------
Net increase (decrease) in net asset value from operations                2.53        2.17    (4.12)    (2.69)     6.31
                                                                       -------     -------  -------   -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.15)       (.23)    (.26)     (.30)     (.47)
Distributions from net realized gain on investment transactions            .00        (.16)   (3.99)    (3.61)    (2.99)
                                                                       -------     -------  -------   -------   -------
Total dividends and distributions                                         (.15)       (.39)   (4.25)    (3.91)    (3.46)
                                                                       -------     -------  -------   -------   -------
Net asset value, end of period                                         $ 12.02     $  9.64  $  7.86   $ 16.23   $ 22.83
                                                                       =======     =======  =======   =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)                      26.34%      29.46%  (35.68)%  (14.53)%   35.22%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $66,493     $38,317  $24,082   $50,015   $80,317
Ratio to average net assets of:
 Expenses                                                                  .87%(d)    1.25%    1.01%      .85%      .83%(d)
 Net investment income                                                    2.15%(d)    2.50%    2.13%     1.09%     1.33%(d)
Portfolio turnover rate                                                    132%         94%      46%       51%       47%
---------------------------------------------------------------------------------------------------------------------------



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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                           2010       2009       2008      2007        2006
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $  14.70     $  11.05  $  25.14   $  24.96  $  19.07
                                                                       --------     --------  --------   --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .27          .29       .54        .43       .38
Net realized and unrealized gain(loss) on investment and foreign
 currency transactions                                                      .39++       3.54    (13.15)      1.07      6.21
                                                                       --------     --------  --------   --------  --------
Net increase (decrease) in net asset value from operations                  .66         3.83    (12.61)      1.50      6.59
                                                                       --------     --------  --------   --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.46)        (.18)     (.23)      (.31)     (.30)
Distributions from net realized gain on investment transactions            0.00         0.00     (1.25)     (1.01)     (.40)
                                                                       --------     --------  --------   --------  --------
Total dividends and distributions                                          (.46)        (.18)    (1.48)     (1.32)     (.70)
                                                                       --------     --------  --------   --------  --------
Net asset value, end of period                                         $  14.90     $  14.70  $  11.05   $  25.14  $  24.96
                                                                       ========     ========  ========   ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)                        4.59%       34.68%   (53.18)%     5.84%    35.36%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $104,274     $179,342  $155,183   $219,691  $129,837
Ratio to average net assets of:
 Expenses                                                                   .85%(d)      .83%      .81%       .81%      .85%(d)
 Net investment income                                                     1.94%(d)     2.40%     2.98%      1.68%     1.75%(d)
Portfolio turnover rate                                                      52%          52%       36%        23%       25%
-------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


                                                                             71




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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                           2010       2009      2008      2007        2006
------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period                                   $  13.41     $   9.92  $ 17.11   $  18.08  $  17.06
                                                                       --------     --------  -------   --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                    .08          .08      .13        .11       .20
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     3.52         4.01    (5.63)       .36      2.14
                                                                       --------     --------  -------   --------  --------
Net increase (decrease) in net asset value from operations                 3.60         4.09    (5.50)       .47      2.34
                                                                       --------     --------  -------   --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.06)        (.12)    (.11)      (.17)     (.08)
Distributions from net realized gain on investment transactions            0.00         (.48)   (1.58)     (1.27)    (1.24)
                                                                       --------     --------  -------   --------  --------
Total dividends and distributions                                          (.06)        (.60)   (1.69)     (1.44)    (1.32)
                                                                       --------     --------  -------   --------  --------
Net asset value, end of period                                         $  16.95     $  13.41  $  9.92   $  17.11  $  18.08
                                                                       ========     ========  =======   ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)                       26.91%       42.86%  (35.58)%     1.71%    14.42%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $174,068     $134,291  $99,957   $146,350  $159,804
Ratio to average net assets of:
 Expenses                                                                   .84%(d)      .87%     .86%       .83%      .86%(d)
 Net investment income                                                      .56%(d)      .70%     .95%       .59%     1.15%(d)
Portfolio turnover rate                                                      54%          58%      49%        32%       46%
------------------------------------------------------------------------------------------------------------------------------



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



                                                                                        YEAR ENDED DECEMBER 31,
                                                                          2010      2009      2008        2007          2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $ 8.97     $ 7.67   $ 13.92    $    15.08   $    12.94
                                                                       ------     ------   -------    ----------   ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                  .12        .16       .27           .32          .26
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    .93       1.41     (5.62)         (.85)        2.42
                                                                       ------     ------   -------    ----------   ----------
Net increase (decrease) in net asset value from operations               1.05       1.57     (5.35)         (.53)        2.68
                                                                       ------     ------   -------    ----------   ----------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                     (.18)      (.27)     (.28)         (.21)        (.16)
Distributions from net realized gain on investment transactions          0.00       0.00      (.62)         (.42)        (.38)
                                                                       ------     ------   -------    ----------   ----------
Total dividends and distributions                                        (.18)      (.27)     (.90)         (.63)        (.54)
                                                                       ------     ------   -------    ----------   ----------
Net asset value, end of period                                         $ 9.84     $ 8.97   $  7.67    $    13.92   $    15.08
                                                                       ======     ======   =======    ==========   ==========
TOTAL RETURN
Total investment return based on net asset value(c)                     11.81%*    21.12%*  (40.83)%*      (3.95)%      21.32%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $1,707     $1,594   $ 1,490    $3,305,460   $1,043,677
Ratio to average net assets of:
 Expenses                                                                 .71%(d)    .70%      .67%          .65%         .69%(d)
 Net investment income                                                   1.37%(d)   2.09%     2.46%         2.17%        1.89%(d)
Portfolio turnover rate                                                    73%        64%       33%           20%          17%
---------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 73.


72




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



                                                                                      YEAR ENDED DECEMBER 31,
                                                                      2010       2009         2008         2007         2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                               $ 10.66     $  8.63   $ 13.05        $12.87     $ 11.39
                                                                   -------     -------   -------        ------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                               .23         .24       .22(b)        .31(b)      .25(b)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                 .88        1.89     (3.97)          .41        1.32
Contributions from Adviser                                            0.00        0.00       .00(f)       0.00        0.00
                                                                   -------     -------   -------        ------     -------
Net increase (decrease) in net asset value from operations            1.11        2.13     (3.75)          .72        1.57
                                                                   -------     -------   -------        ------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                  (.29)       (.10)     (.39)         (.32)       (.09)
Distributions from net realized gain on investment and foreign
 currency transactions                                                0.00        0.00      (.28)         (.22)       0.00
                                                                   -------     -------   -------        ------     -------
Total dividends and distributions                                     (.29)       (.10)     (.67)         (.54)       (.09)
                                                                   -------     -------   -------        ------     -------
Net asset value, end of period                                     $ 11.48     $ 10.66   $  8.63        $13.05     $ 12.87
                                                                   =======     =======   =======        ======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                  10.61%*     24.88%*  (30.01)%*       5.55%      13.92%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                          $68,914     $73,120   $67,526        $   10     $11,111
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements                           .68%(d)     .69%      .75%(d)       .76%        .99%(d)
 Expenses, before waivers and reimbursements                           .68%(d)     .69%      .78%(d)       .85%       1.07%(d)
 Net investment income                                                2.14%(d)    2.66%     3.08%(b)(d)   2.33%(b)    2.08%(b)(d)
Portfolio turnover rate                                                101%         85%       93%           77%        203%
---------------------------------------------------------------------------------------------------------------------------------



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,
                                                      2010  2009  2008  2007
-----------------------------------------------------------------------------
                                                            
AllianceBernstein Intermediate Bond Portfolio         0.04% 0.01% 0.09%    --
AllianceBernstein Large Cap Growth Portfolio          0.58% 1.96% 2.10% 0.39%
AllianceBernstein Growth and Income Portfolio         0.27% 0.54% 0.46%    --
AllianceBernstein Growth Portfolio                    0.22% 0.41% 0.03%    --
AllianceBernstein International Growth Portfolio         --    -- 0.01%    --
AllianceBernstein Global Thematic Growth Portfolio    0.04% 0.15% 0.03%    --
AllianceBernstein Small Cap Growth Portfolio          0.05% 0.28% 0.40%    --
AllianceBernstein Value Portfolio                     0.01% 0.02% 0.02%    --
AllianceBernstein Balanced Wealth Strategy Portfolio  0.03% 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 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%.


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


                                                                             73




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--Where no rating has been assigned or where a rating has been
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 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 category or in categories below B.


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




                                                                            A-2




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  $   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 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   $ 71.40     $10,428.60
   2             10,428.60      521.43    10,950.03     74.46      10,875.57
   3             10,875.57      543.78    11,419.35     77.65      11,341.70
   4             11,341.70      567.08    11,908.78     80.98      11,827.80
   5             11,827.80      591.39    12,419.19     84.45      12,334.74
   6             12,334.74      616.74    12,951.48     88.07      12,863.41
   7             12,863.41      643.17    13,506.58     91.84      13,414.73
   8             13,414.73      670.74    14,085.47     95.78      13,989.69
   9             13,989.69      699.48    14,689.17     99.89      14,589.29
   10            14,589.29      729.46    15,318.75    104.17      15,214.58
   --------------------------------------------------------------------------
   Cumulative                $6,083.27                $868.69



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  $   89.25    $10,410.75
   2             10,410.75      520.54    10,931.29      92.92     10,838.37
   3             10,838.37      541.92    11,380.29      96.73     11,283.56
   4             11,283.56      564.18    11,847.74     100.71     11,747.03
   5             11,747.03      587.35    12,334.38     104.84     12,229.54
   6             12,229.54      611.48    12,841.02     109.15     12,731.87
   7             12,731.87      636.59    13,368.46     113.63     13,254.83
   8             13,254.83      662.74    13,917.57     118.30     13,799.27
   9             13,799.27      689.96    14,489.23     123.16     14,366.08
   10            14,366.08      718.30    15,084.38     128.22     14,956.16
   --------------------------------------------------------------------------
   Cumulative                $6,033.06               $1,076.91



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  $  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



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  $   97.65    $10,402.35
   2             10,402.35      520.12    10,922.47     101.58     10,820.89
   3             10,820.89      541.04    11,361.93     105.67     11,256.27
   4             11,256.27      562.81    11,819.08     109.92     11,709.16
   5             11,709.16      585.46    12,294.62     114.34     12,180.28
   6             12,180.28      609.01    12,789.30     118.94     12,670.35
   7             12,670.35      633.52    13,303.87     123.73     13,180.15
   8             13,180.15      659.01    13,839.15     128.70     13,710.45
   9             13,710.45      685.52    14,395.97     133.88     14,262.09
   10            14,262.09      713.10    14,975.19     139.27     14,835.92
   --------------------------------------------------------------------------
   Cumulative                $6,009.59               $1,173.68



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  $  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



                                                                            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  $  143.85    $10,356.15
   2             10,356.15      517.81    10,873.96     148.97     10,724.98
   3             10,724.98      536.25    11,261.23     154.28     11,106.95
   4             11,106.95      555.35    11,662.30     159.77     11,502.53
   5             11,502.53      575.13    12,077.66     165.46     11,912.19
   6             11,912.19      595.61    12,507.80     171.36     12,336.44
   7             12,336.44      616.82    12,953.27     177.46     12,775.81
   8             12,775.81      638.79    13,414.60     183.78     13,230.82
   9             13,230.82      661.54    13,892.36     190.33     13,702.03
   10            13,702.03      685.10    14,387.13     197.10     14,190.03
   --------------------------------------------------------------------------
   Cumulative                $5,882.40               $1,692.36



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  $   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



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  $   89.25    $10,410.75
   2             10,410.75      520.54    10,931.29      92.92     10,838.37
   3             10,838.37      541.92    11,380.29      96.73     11,283.56
   4             11,283.56      564.18    11,847.74     100.71     11,747.03
   5             11,747.03      587.35    12,334.38     104.84     12,229.54
   6             12,229.54      611.48    12,841.02     109.15     12,731.87
   7             12,731.87      636.59    13,368.46     113.63     13,254.83
   8             13,254.83      662.74    13,917.57     118.30     13,799.27
   9             13,799.27      689.96    14,489.23     123.16     14,366.08
   10            14,366.08      718.30    15,084.38     128.22     14,956.16
   --------------------------------------------------------------------------
   Cumulative                $6,033.06               $1,076.91



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  $   88.20    $10,411.80
   2             10,411.80      520.59    10,932.39      91.83     10,840.56
   3             10,840.56      542.03    11,382.59      95.61     11,286.97
   4             11,286.97      564.35    11,851.32      99.55     11,751.77
   5             11,751.77      587.59    12,339.36     103.65     12,235.71
   6             12,235.71      611.79    12,847.49     107.92     12,739.57
   7             12,739.57      636.98    13,376.55     112.36     13,264.19
   8             13,264.19      663.21    13,927.40     116.99     13,810.41
   9             13,810.41      690.52    14,500.93     121.81     14,379.12
   10            14,379.12      718.96    15,098.08     126.82     14,971.25
   --------------------------------------------------------------------------
   Cumulative                $6,036.02               $1,064.74



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   $ 74.55     $10,425.45
   2             10,425.45      521.27    10,946.72     77.72      10,869.00
   3             10,869.00      543.45    11,412.45     81.03      11,331.42
   4             11,331.42      566.57    11,897.99     84.48      11,813.52
   5             11,813.52      590.68    12,404.19     88.07      12,316.12
   6             12,316.12      615.81    12,931.93     91.82      12,840.11
   7             12,840.11      642.01    13,482.12     95.72      13,386.40
   8             13,386.40      669.32    14,055.72     99.80      13,955.92
   9             13,955.92      697.80    14,653.72    104.04      14,549.67
   10            14,549.67      727.48    15,277.16    108.47      15,168.89
   --------------------------------------------------------------------------
   Cumulative                $6,074.39                $905.70



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   $ 71.40     $10,428.60
   2             10,428.60      521.43    10,950.03     74.46      10,875.57
   3             10,875.57      543.78    11,419.35     77.65      11,341.70
   4             11,341.70      567.08    11,908.78     80.98      11,827.80
   5             11,827.80      591.39    12,419.19     84.45      12,334.74
   6             12,334.74      616.74    12,951.48     88.07      12,863.41
   7             12,863.41      643.17    13,506.58     91.84      13,414.73
   8             13,414.73      670.74    14,085.47     95.78      13,989.69
   9             13,989.69      699.48    14,689.17     99.89      14,589.29
   10            14,589.29      729.46    15,318.75    104.17      15,214.58
   --------------------------------------------------------------------------
   Cumulative                $6,083.27                $868.69



                                                                            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 2, 2011


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.  45

INVESTING IN THE PORTFOLIOS........................................  56

MANAGEMENT OF THE PORTFOLIOS.......................................  60

DIVIDENDS, DISTRIBUTIONS AND TAXES.................................  66

GLOSSARY...........................................................  67

FINANCIAL HIGHLIGHTS...............................................  68

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                      .43%
                                    -----
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
----------------------




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 a 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
unless otherwise permitted by Rule 2a-7, (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 as defined in Rule 2a-7. Rule 2a-7 also limits
the Portfolio's investments in illiquid securities to 5% of its total assets.


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


..  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]

  01      02      03      04      05      06      07      08      09      10
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 3.32%   0.85%   0.28%   0.46%   2.10%   3.96%   4.08%   1.64%   0.09%   0.01%

                             Calendar Year End (%)




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


BEST QUARTER WAS UP 1.25%, 1ST QUARTER, 2001; AND WORST QUARTER WAS UP 0.0024%,
2ND AND 4TH QUARTER, 2009.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                 
Portfolio  0.01%   1.94%   1.67%
----------------------------------



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%
Distribution (12b-1) Fees           .25%
Other Expenses                      .23%
                                    ----
Total Portfolio Operating Expenses  .93%
                                    ====
----------------------------------------




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    $   95
After 3 Years   $  296
After 5 Years   $  515
After 10 Years  $1,143
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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
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 tends 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 ("junk bonds") 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.


..  PREPAYMENT RISK: The value of mortgage-related or asset-backed securities
   may be particularly sensitive to changes in prevailing interest rates. Early
   payments of principal on some mortgage-related securities may occur during
   periods of falling mortgage interest rates and expose the Portfolio to a
   lower rate of return upon reinvestment of principal. Early payments
   associated with mortgage-related securities cause these securities to
   experience significantly greater price and yield volatility than is
   experienced by traditional fixed-income securities. During periods of rising
   interest rates, a reduction in prepayments may increase the effective life
   of mortgage-related securities, subjecting them to greater risk of decline
   in market value in response to rising interest rates. If the life of a
   mortgage-related security is inaccurately predicted, the Portfolio may not
   be able to realize the rate of return it expected. 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]

   01      02      03      04      05      06      07      08      09      10
 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  7.60%   7.54%   3.61%   3.52%   1.75%   3.59%   4.60%  -6.59%  18.20%   8.93%

                             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, 2010)





                                                                                            1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------------------------------------------
                                                                                                  
Portfolio                                                                                   8.93%   5.44%   5.11%
-------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Index (reflects no deduction for fees, expenses, or taxes)  6.54%   5.80%   5.84%
-------------------------------------------------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser

Shawn E. Keegan        Since 2007      Vice President of the Adviser

Alison M. Martier      Since 2005      Senior Vice President of the Adviser

Douglas J. Peebles     Since 2007      Senior Vice President of the Adviser

Greg J. Wilensky       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.


                                                                             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                       .10%
                                    -----
Total Portfolio Operating Expenses  1.10%
                                    =====
-----------------------------------------




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    $  112
After 3 Years   $  350
After 5 Years   $  606
After 10 Years  $1,340
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 105% 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 $0.2 billion to $364.1 billion as of
December 31, 2010, 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  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]

    01      02     03      04      05      06      07     08       09      10
  ------  ------ ------  ------  ------  ------  ------  ------  ------  ------
 -17.40% -30.84% 23.37%   8.34%  14.88%  -0.68%  13.61% -39.82%  37.10%   9.83%

                             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, 2010)





                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                           9.83%  0.45%   -1.08%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  16.71%  3.75%    0.02%
----------------------------------------------------------------------------------------------------------



                                                                             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%
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 transaction 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 66% 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  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]

   01      02      03      04     05      06      07       08      09     10
 -----   -----   -----   -----  -----   -----   -----    -----   -----   -----
  0.15% -22.26%  32.18%  11.22%  4.60%  16.98%   4.86%  -40.69%  20.35%  12.80%

                             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, 2010)





                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio                                                                         12.80% -0.25%   1.69%
---------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  15.51%  1.28%   3.26%
---------------------------------------------------------------------------------------------------------



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

PORTFOLIO MANAGERS

The following table lists the person 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%
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 transaction 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 121% 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 groups. 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 Portfolio's Investment Advisory Members (oversight
group composed of senior investment professionals), senior sector analysts are
responsible for the construction of the portfolio. This investment team
allocates the Portfolio's investments among broad sector groups 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 investment
team 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






In addition to working with the senior sector analysts to review and assess the
Portfolio's portfolio characteristics, the Investment Advisory Members'
responsibility includes cross-fertilizing best practices and insight across the
firm.

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.


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]

   01       02      03      04      05      06      07       08     09      10
 -----    -----   -----   -----   -----   -----   -----    -----  -----   -----
-23.65%  -28.26%  34.70%  14.53%  11.64%  -1.24%  12.66%  -42.55% 32.76%  14.80%

                             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.

                                                                             17





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          14.80% -0.52%   -0.84%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  16.71%  3.75%    0.02%
----------------------------------------------------------------------------------------------------------



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 2008      Senior Vice President of the Adviser

Vadim Zlotnikov     Since 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.


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                       .18%
                                    -----
Total Portfolio Operating Expenses  1.18%
                                    =====
-----------------------------------------




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    $  120
After 3 Years   $  375
After 5 Years   $  649
After 10 Years  $1,432
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 104% 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 (which includes telecommunications), health care, financial
services, infrastructure, energy and natural resources, and consumer groups.
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 Portfolio's Investment Advisory Members (oversight
group composed of senior investment professionals), sector heads are
responsible for the construction of the portfolio. This investment team
allocates the Portfolio's investments among broad sector groups 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 investment
team 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






In addition to working with the sector heads to review and assess the
Portfolio's portfolio characteristics, the Investment Advisory Members'
responsibility includes cross-fertilizing best practices and insight across the
firm.

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 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 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.


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


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  CAPITALIZATION RISK: Investments in small- and mid-capitalization companies
   may be more volatile than investments in large-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").

20





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]

  01      02      03      04      05      06      07      08      09      10
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
-17.28% -4.26%  43.07%  23.97%  20.55%  26.70%  17.78%  -48.96% 39.24%  12.61%

                             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, 2010)





                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio                                                                                        12.61%  3.61%   7.30%
------------------------------------------------------------------------------------------------------------------------
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)                                                                       8.95%  3.05%   3.98%
------------------------------------------------------------------------------------------------------------------------
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)                                                                      11.15%  4.82%   5.54%
------------------------------------------------------------------------------------------------------------------------



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
-----------------------------------------------------------------------------
                                  
Robert Alster        Since March 2011   Senior Vice President of the Adviser

William A. Johnston  Since March 2011   Senior Vice President of the Adviser

Tassos Stassopoulos  Since March 2011   Senior Vice President of the Adviser

Christopher M. Toub  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.


                                                                             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                       .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 transaction 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 117% 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 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.


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.



22




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 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 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.


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


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.



..  CAPITALIZATION RISK: Investments in small- and mid-capitalization companies
   may be more volatile than investments in large-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.

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

                                                                             23





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]

  01      02      03      04      05      06      07       08      09      10
------  ------  ------  ------  ------  ------  ------   ------  ------  ------
-25.45% -41.81% 43.79%   5.09%   3.65%   8.38%  19.89%  -47.46%  53.14%  18.58%

                             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, 2010)





                                                                                                1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
                                                                                                      
Portfolio                                                                                       18.58%  4.39%   -1.70%
-----------------------------------------------------------------------------------------------------------------------
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)                                                                     12.67%  3.44%    3.20%
-----------------------------------------------------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser
Amy P. Raskin         Since 2009      Senior Vice President of the Adviser
Catherine D. Wood     Since 2009      Senior Vice President of the Adviser
Vadim Zlotnikov       Since 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.


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                       .62%
                                    -----
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 transaction 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 95% 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, 2010, there were approximately 4,300 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $8.6 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.


The Portfolio invests primarily in equity securities but may also invest in
other types of securities, such as preferred stocks. The Portfolio may also
invest in reverse repurchase agreements and up to 20% of its total assets in
rights or warrants.


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

..  DERIVATIVES RISK: 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]

  01       02       03      04     05      06      07      08      09      10
------   ------   ------  ------ ------  ------  ------  ------  ------  ------
-12.86%  -32.06%  48.67%  14.38%  4.86%  10.50%  13.70%  -45.62% 41.28%  36.59%

                             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, 2010)





                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                         
Portfolio                                                                          36.59%  5.68%   3.36%
----------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  29.09%  5.30%   3.78%
----------------------------------------------------------------------------------------------------------



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%
Distribution (12b-1) Fees            .25%
Other Expenses                       .33%
                                    -----
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 transaction 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 132% 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 may also invest in short-term investment grade debt
securities and other fixed-income securities.


The Portfolio invests in equity securities that include common stock, shares of
beneficial interests of REITs and securities with common stock characteristics,
such as preferred stock or convertible securities ("real estate equity
securities"). The Portfolio may invest in foreign securities and enter into
forward commitments and standby commitment agreements. 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.



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


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  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 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]

  01      02      03      04      05      06      07       08      09     10
------  ------  ------  ------  ------  ------  ------   ------  ------  ------
 n/a     2.31%  39.02%  35.28%  11.40%  34.88%  -14.76% -35.82%  29.22%  26.05%

                             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, 2010)





                                                                                                     SINCE
                                                                                    1 YEAR 5 YEARS INCEPTION
------------------------------------------------------------------------------------------------------------
                                                                                          
Portfolio (Inception Date: April 24, 2001)                                          26.05%  3.75%   11.74%
------------------------------------------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index (reflects no deduction for fees, expenses, or taxes)  27.95%  3.03%   11.07%
------------------------------------------------------------------------------------------------------------



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 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                       .10%
                                    -----
Total Portfolio Operating Expenses  1.10%
                                    =====
-----------------------------------------




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    $  112
After 3 Years   $  350
After 5 Years   $  606
After 10 Years  $1,340
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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

                                                                             31





given industry worldwide to better understand each company's competitive
position in a global context. The Adviser typically projects a company's
financial performance 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 Portfolio's management team 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 and
position size for purchases and sales. Analysts remain responsible for
monitoring new developments that would affect the securities they cover. The
team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed when positive return trends
are favorable.


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



The Portfolio may 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  EMERGING MARKET RISK: Investments in emerging market countries may have more
   risk because the markets are less developed and less liquid as well as being
   subject to increased economic, political, regulatory or other uncertainties.

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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.

32





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]

  01      02      03      04      05      06      07       08      09      10
------  ------  ------  ------  ------  ------  ------   ------  ------  ------
  n/a   -5.36%  43.95%  24.89%  16.58%  35.05%   5.58%  -53.28%  34.36%   4.30%

                             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, 2010)





                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Portfolio (Inception Date: August 15, 2001)                                                      4.30%  -1.37%    6.36%
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                      7.75%   2.46%    5.53%
-------------------------------------------------------------------------------------------------------------------------



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      Senior 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%
Distribution (12b-1) Fees            .25%
Other Expenses                       .09%
                                    -----
Total Portfolio Operating Expenses  1.09%
                                    =====
-----------------------------------------




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    $  111
After 3 Years   $  347
After 5 Years   $  601
After 10 Years  $1,329
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 54% 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
these purposes, "small- and mid-capitalization companies" are generally those
companies that, at the time of investment, fall within the lowest 25% 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, 2010, there were approximately 4,401 companies within the
lowest 25% of the total U.S. equity market capitalization (excluding companies
with market capitalizations of less than $10 million) with market
capitalizations ranging from $10 million to $11.9 billion. In the future, the
Fund may define small- and mid-capitalization companies using a different
classification system.


34






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 and quantitative research to identify companies
whose long-term earnings power is not reflected in the current market price of
their securities.


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.


The Adviser typically projects a company's financial performance 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 Portfolio's management team 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 and
position size for purchases and sales. Analysts remain responsible for
monitoring new developments that would affect the securities they cover. The
team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed when positive return trends
are favorable. 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.


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.



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


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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.

                                                                             35





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]

   01       02     03      04     05       06     07      08      09      10
 ------   ------ ------  ------ ------   ------ ------  ------  ------   ------
   n/a    -6.37% 40.89%  19.07%  6.63%   14.20%  1.53%  -35.75%  42.66%  26.59%

                             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, 2010)





                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: May 1, 2001)                                           26.59%  6.11%   10.05%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Value Index (reflects no deduction for fees, expenses, or taxes)  24.82%  3.85%    8.34%
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Index (reflects no deduction for fees, expenses, or taxes)        26.71%  4.86%    7.17%
----------------------------------------------------------------------------------------------------------



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
----------------------------------------------------------------------------
                                 
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%
Distribution (12b-1) Fees           .25%
Other Expenses                      .16%
                                    ----
Total Portfolio Operating Expenses  .96%
                                    ====
----------------------------------------




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    $   98
After 3 Years   $  306
After 5 Years   $  531
After 10 Years  $1,178
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 73% 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 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 fundamental analysis depends heavily upon its large internal
research staff. The 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.


                                                                             37






The Adviser typically projects a company's financial performance 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 Portfolio's management team 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 and
position size for purchases and sales. 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.

The team will generally sell a security when it no longer meets appropriate
valuation criteria, although sales may be delayed 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: Investments in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  DERIVATIVES RISK: 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.

38





BAR CHART


                                    [CHART]

   01      02      03      04      05      06      07      08      09      10
 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  n/a   -12.95%  28.46%  13.37%   5.48%  21.03%  -4.16% -41.01%  21.04%  11.42%

                             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, 2010)





                                                                                                   SINCE
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                        
Portfolio (Inception Date: May 1, 2001)                                           11.42% -1.60%    2.27%
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  15.51%  1.28%    3.39%
----------------------------------------------------------------------------------------------------------



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 2009      Senior Vice President of the Adviser

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

Greg L. Powell            Since 2011      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%
Distribution (12b-1) Fees           .25%
Other Expenses                      .13%
                                    ----
Total Portfolio Operating Expenses  .93%
                                    ====
----------------------------------------




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    $   95
After 3 Years   $  296
After 5 Years   $  515
After 10 Years  $1,143
----------------------




PORTFOLIO TURNOVER

The Portfolio pays transaction 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 101% 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

40




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.

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 allow the relative
weightings of the Portfolio's investments in equity and debt, growth and value,
and U.S. and non-U.S. component to vary in response to market conditions, but
ordinarily, only by (+/-)5% of the Portfolio's net assets. Beyond those ranges,
the Adviser will rebalance the Portfolio toward the targeted blend. However,
under extraordinary circumstances, such as when market conditions favoring one
investment style are compelling, the range may expand to (+/-)10% of the
Portfolio's net assets. The Portfolio's targeted blend may change from time to
time without notice to shareholders based on the Adviser's assessment of
underlying market conditions.

The 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. 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.

Each value investment team seeks to identify companies whose long-term earnings
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. companies. 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 this value investment process, each value investment team
constructs a portfolio that emphasizes equity securities of a limited number of
value companies.

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


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 tends 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.


..  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.

                                                                             41






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


..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

..  ALLOCATION RISK: The allocation of investments among the different
   investment styles, such as growth or value, equity or debt securities, or
   U.S. or non-U.S. securities may have a more significant effect on the
   Portfolio's 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.



..  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.

BAR CHART


                                    [CHART]

   01      02     03     04     05       06     07       08      09      10
 ------  ------ ------ ------ ------   ------ ------   ------  ------  ------
   n/a    n/a    n/a    n/a    7.01%   13.76%  5.26%  -30.20%  24.45%  10.30%

                             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.

42





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2010)





                                                                                                             SINCE
                                                                                            1 YEAR 5 YEARS INCEPTION
--------------------------------------------------------------------------------------------------------------------
                                                                                                  
Portfolio (Inception Date: July 1, 2004)                                                    10.30%  2.78%    4.24%
--------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                    15.06%  2.29%    3.76%
--------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Index (reflects no deduction for fees, expenses, or taxes)   6.54%  5.80%    5.42%
--------------------------------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Index
(reflects no deduction for fees, expenses, or taxes)                                        12.13%  4.08%    4.75%
--------------------------------------------------------------------------------------------------------------------



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 2008      Senior Vice President of the Adviser

Dokyoung Lee                Since 2008      Senior Vice President of the Adviser

Seth J. Masters             Since 2004      Senior Vice President of the Adviser

Christopher H. Nikolich     Since 2004      Senior Vice President of the Adviser

Patrick J. Rudden           Since 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 are expected to 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 Portfolios' 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 an agreement that obligates 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 "Other
   Derivatives and Strategies--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
   "Other Derivatives and Strategies--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

                                                                             45





   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
   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 "Other Derivatives and
   Strategies--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 an 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, Swaption, 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 swap 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. Swaption 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 settlement 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 the
   reference obligation is a defaulted security, physical delivery of the
   security will cause the Portfolio to hold a defaulted security. 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


46




   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 other currencies or for non-hedging purposes as a means of
   making direct investments in foreign currencies, as described below under
   "Other Derivatives and Strategies--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 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 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

                                                                             47




   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 of futures contracts or options with those of debt, preferred
   equity or a depositary instrument. Generally, a structured instrument will
   be a debt security, preferred stock, depositary 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

48




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 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. The Portfolios intend to invest uninvested cash
balances in an affiliated money market fund as permitted by Rule 12d1-1 under
the 1940 Act. 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 or any
applicable rules, exemptive orders or regulatory guidance.


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.

                                                                             49





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 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, 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. These investments include convertible preferred
stocks, which includes an option for the holder to convert the preferred stock
into the issuer's common stock under certain conditions, among which may be the
specification of a future date when the conversion may begin, a certain number
of common shares per preferred shares, or a certain price per share for the
common stock. Convertible preferred stock tends to be more volatile than
non-convertible preferred stock, because its value is related to the price of
the issuer's common stock as well as the dividends payable on the preferred
stock.


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

50




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.


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. 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.



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 transactions 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, 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

                                                                             51




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.

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.


ADDITIONAL RISK AND OTHER CONSIDERATIONS
Investments in the Portfolios involve the special risk considerations described
below. Certain of these risks may be heightened when investing in emerging
markets.

BORROWINGS AND LEVERAGE
Certain of the Portfolios may use borrowings for investment purposes subject to
applicable statutory or regulatory requirements. 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.


52






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.


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.

                                                                        
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



                                                                             53





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
non-U.S. 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.


INVESTMENT IN BELOW INVESTMENT GRADE FIXED-INCOME SECURITIES

Investments in securities rated below investment grade (commonly referred to as
"junk bonds") 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.



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.


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.


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.

54





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.

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 2011, 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 2010, 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:



  AIG SunAmerica
  Genworth Financial
  Lincoln Financial Distributors


  Pacific Life Insurance Co.
  Prudential
  RiverSource Distributors
  SunLife Financial

  The Hartford

  Transamerica Capital

56





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 or 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 and cause a Portfolio to sell
portfolio securities at inopportune times to raise cash to accommodate
redemptions relating to short-term trading activity. 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. In addition, a Portfolio may incur
increased administrative and other expenses due to excessive or short-term
trading and increased brokerage costs.

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 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 securities of foreign issuers 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 securities of foreign
issuers 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 securities of foreign issuers. Any
Portfolio that 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 seeks 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. Insurers utilizing omnibus
account arrangements may not identify to the Fund, ABI or Alliance Bernstein
Investor Services, Inc. ("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
   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


                                                                             57




 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 New
York Stock Exchange (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 other 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 its oversight, the Board has delegated responsibility for valuing a
Portfolio's assets to the Adviser. The Adviser has


58




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.




                                                                             59




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,
2010, totaling more than $478 billion (of which over $84 billion represented
assets of registered investment companies sponsored by the Adviser). As of
December 31, 2010, the Adviser managed retirement assets for many of the
largest public and private employee benefit plans (including 31 of the nation's
FORTUNE 100 companies), for public employee retirement funds in 35 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 115 separate investment portfolios, with
approximately 3.3 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, 2010, 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, 2010 (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,
2010 (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 day-to-day 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 2006.


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 2009; 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 2006.

Shawn E. Keegan; since 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 2006.

Alison M. Martier; since 2005; Senior Vice  Senior Vice President of the Adviser,
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 2006, and Director of
                                            Fixed-Income Senior Portfolio
                                            Management Team.




60







                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
                                          
Douglas J. Peebles; since 2007; 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 2006, Chief Investment
                                             Officer and Head of Fixed-Income.

Greg J. Wilensky; since 2005; 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
                                             2006 and Director of Stable Value
                                             Investments.




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 Investment Advisory Members.
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 large industry focused equity analysts in the United
States and abroad.

The following table lists the senior members of the investment team with the
responsibility for day-to-day management of the Portfolio, the year that each
person assumed joint and primary responsibility for the Portfolio, and each
person's principal occupation during the past five years:





                                               PRINCIPAL OCCUPATION(S) DURING
EMPLOYEE; YEAR; TITLE                              THE PAST FIVE (5) YEARS
------------------------------------------------------------------------------------
                                       
Frank V. Caruso; since 2008; Senior Vice  Senior Vice President of the Adviser,
President of the Adviser                  with which he has been associated in a
                                          substantially similar capacity as a
                                          portfolio manager since prior to 2006,
                                          and U.S. Relative Value Team Leader.

Vadim Zlotnikov; since 2008; Senior Vice  Senior Vice President and Chief Market
President of the Adviser                  Strategist of the Adviser. Previously, he
                                          was Chief Investment Officer of Growth
                                          Equities and Head of Growth Portfolio
                                          Analytics since 2008. Prior thereto, he
                                          was the Chief Investment Strategist for
                                          Sanford C. Bernstein's institutional
                                          research unit since prior to 2006.






The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO are made by the Adviser's
Global Thematic Growth investment team, headed by Catherine D. Wood and
comprised of representatives of the Adviser's Global Economic Research Team,
Quantitative Research Team, Early Stage Growth Team and Research on Strategic
Change Team.

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 2009; 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 2006 and Director of
                                           Global Economic Research on Fixed-
                                           Income.

Amy P. Raskin; since 2009; Senior Vice     Senior Vice President of the Adviser,
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 2006. She is also Director
                                           of Research of U.S. Growth Equities
                                           since 2006.

Catherine D. Wood; since 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 2006. She is also the
                                           Chief Investment Officer of Thematic
                                           Portfolios.

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






The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's
International Growth sector heads, with oversight by the Adviser's
International Growth Investment Advisory Members. Stock selection within each
market sector of the Portfolio's portfolio is the responsibility of a sector
head dedicated to that sector. The sector heads 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 following table lists the sector heads with the 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(S) DURING
EMPLOYEE; YEAR; TITLE                           THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------
                                      
Robert Alster; since March 2011; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser            with which he has been associated in a
                                         substantially similar capacity as a
                                         portfolio manager since prior to 2006.

William A. Johnston, since March 2011;   Senior Vice President of
Senior Vice President of the Adviser     AllianceBernstein Limited and a Senior
                                         Vice President of the Adviser, with
                                         which he has been associated since
                                         prior to 2006.

Tassos Stassopoulos; since March 2011;   Senior Vice President of the Adviser,
Senior Vice President of the Adviser     with which he has been associated in a
                                         substantially similar capacity as a
                                         portfolio manager 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
                                         at Credit Suisse since prior to 2006.

Christopher M. Toub; since 2005; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser            with which he has been associated in a
                                         substantially similar capacity as a
                                         portfolio manager since prior to 2006.



                                                                             61






The day-to-day 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 2006.

                           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 2006.

                           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 2006.

                           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 since prior to
                                                     February 2006.

 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                              since prior to 2006. She
 Management Team                                     is also Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments.
                                                     Prior thereto, she was
                                                     Co-Chief Investment
                                                     Officer of Global Real
                                                     Estate Investments since
                                                     July 2004.

                           Prashant Tewari; since    Vice President and
                           2010; Vice President of   Senior Research Analyst
                           the Adviser               of the Adviser, with
                                                     which he has been
                                                     associated since prior
                                                     to 2006. Previously, he
                                                     was an engagement
                                                     manager at McKinsey &
                                                     Company, focusing on
                                                     growth strategy and
                                                     operations for primarily
                                                     industrial companies.

                           Diane Won; since 2010;    Senior Vice President of
                           Senior Vice President of  the Adviser, with which
                           the Adviser               she has been associated
                                                     since prior to 2006.
                                                     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 Adviser  he has been associated
 International Value                                 since prior to 2006. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer of Emerging
                                                     Markets Value Equities
                                                     and Co-Chief Investment
                                                     Officer of International
                                                     Value Equities since
                                                     prior to 2006.

                           Sharon E. Fay; since      Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  she has been associated
                                                     since prior to 2006. She
                                                     is also Head of
                                                     AllianceBernstein
                                                     Equities since 2010 and
                                                     Chief Investment Officer
                                                     of Global Value Equities
                                                     since prior to 2006.
                                                     Until January 2006, she
                                                     was Co-Chief Investment
                                                     Officer of European and
                                                     U.K. Value Equities at
                                                     the Adviser, since prior
                                                     to 2006

                           Eric J. Franco; since     Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006.

                           Kevin F. Simms; since     Senior Vice President of
                           2001; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006 and
                                                     Co-Chief Investment
                                                     Officer of International
                                                     Value Equities and
                                                     Global Director of Value
                                                     Research since prior to
                                                     2006.



62





                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
 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                                 since prior to 2006. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer--Small- and
                                                     Mid-Cap Value Equities
                                                     and Chief Investment
                                                     Officer--Canadian 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
                                                     since prior to 2006. He
                                                     is also 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
                                                     2006.

                           Andrew J. Weiner; since   Senior Vice President of
                           2005; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006. He
                                                     is also Director of
                                                     Research--Small- and
                                                     Mid-Cap Value Equities.

 AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of
 Portfolio                 since 2005; Senior Vice   the Adviser, with which
 U.S. Value Senior         President of the Adviser  he has been associated
 Investment Team                                     since prior to 2006.

                           Joseph G. Paul; since     (see above)
                           2009; (see above)

                           John D. Phillips, Jr.;    Senior Vice President of
                           since 2005; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006.

                           Greg L. Powell; since     Senior Vice President of
                           2011; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in since prior to 2006.
                                                     He is also Director of
                                                     Research--U.S. Large Cap
                                                     Value Equities since
                                                     2010. Until 2010, he was
                                                     director of research of
                                                     Equity Hedge Fund
                                                     Strategies since prior
                                                     to 2006.

 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                                     since prior to 2006. 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
                                                     since prior to 2006. 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
                                                     since 2007. Prior to
                                                     2007, Mr. Randell was
                                                     associated with GTCR
                                                     Golder Rauner LLC, a
                                                     private equity firm,
                                                     since prior to 2005. Mr.
                                                     Randell has been a
                                                     member of the U.S. Large
                                                     Cap Growth Investment
                                                     Team since 2007.

                           P. Scott Wallace; since   Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2006. 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 2008; Senior Vice   the Adviser and Head of
 Portfolio                 President of the Adviser  Defined Contribution.
 Multi-Asset               and Head of Defined       Previously, Director of
 Solutions Team            Contribution              Research--Defined
                                                     Contribution. Prior
                                                     thereto, he was a
                                                     Director of Research for
                                                     the Adviser's Blend
                                                     Strategies team and
                                                     served as a senior
                                                     quantitative analyst
                                                     since prior to 2006.

                           Dokyoung Lee; since       Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Director of           since prior to 2006 and
                           Research--Blend           Director of
                           Strategies                Research--Blend
                                                     Strategies since 2008.

                           Seth J. Masters; since    Senior Vice President of
                           2004; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Chief Investment      since prior to 2006 and
                           Officer of Blend          Chief Investment Officer
                           Strategies and Defined    of Blend Strategies and
                           Contribution              Defined Contribution.

                           Christopher H. Nikolich;  Senior Vice President of
                           since 2004; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                           and Head of Research and  since prior to 2006, and
                           Investment                Head of Research and
                           Design--Defined           Investment
                           Contribution              Design--Defined
                                                     Contribution.

                           Patrick J. Rudden; since  Senior Vice President of
                           2009; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                           and Head of Blend         since prior to 2006, and
                           Strategies                Head of Blend
                                                     Strategies. Prior
                                                     thereto, he was Head of
                                                     Institutional Investment
                                                     Solutions within the
                                                     Blend Team.



Additional information about the portfolio managers may be
found in the Portfolios' SAI.


                                                                             63





PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS

Although the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO itself has
limited performance history, under its current investment policies, 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 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 Bernstein managed the Equity and Fixed-Income Historical
Accounts through December 31, 2010. The aggregate assets for the Equity and
Fixed-Income Historical Accounts managed by each investment team as of
December 31, 2010 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 U.S. 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

64




investment team relative to the index would be reduced by the ALLIANCEBERNSTEIN
BALANCED WEALTH STRATEGY PORTFOLIO'S 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, 2010, with their Aggregate Assets as of
December 31, 2010





                                     ASSETS                                       SINCE   INCEPTION
INVESTMENT TEAMS AND BENCHMARKS   (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
---------------------------------------------------------------------------------------------------
                                                                     
EQUITY
---------------------------------------------------------------------------------------------------
US Large Cap Growth                 $7,884.06    9.80%  -3.42%  0.82%   -0.70%   12.81%*  12/31/77
Russell 1000 Growth                             16.71%  -0.47%  3.75%    0.02%      N/A
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $3,445.16   12.62%  -7.06% -1.06%    3.20%    3.99%    3/31/99
Russell 1000 Value                              15.51%  -4.42%  1.28%    3.26%    3.86%
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $2,411.25    4.18% -12.09% -1.02%    1.71%    5.44%   12/31/90
MSCI EAFE                                        7.75%  -7.02%  2.46%    3.50%    5.85%
---------------------------------------------------------------------------------------------------
International Large Cap Value       $2,756.16    2.84% -13.12% -1.07%      N/A    7.05%    3/31/01
MSCI EAFE                                        7.75%  -7.02%  2.46%      N/A    5.17%
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,255.29   19.31%  -3.75%  4.04%      N/A   10.82%    9/30/03
FTSE EPRA/NAREIT Developed Index                20.40%  -4.53%  2.88%      N/A   10.42%
---------------------------------------------------------------------------------------------------
FIXED INCOME
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $263.03    8.55%   6.61%  5.91%    5.77%    6.94%   12/31/86
Barclays Capital U.S. Aggregate                  6.54%   5.90%  5.80%    5.84%    7.15%
---------------------------------------------------------------------------------------------------




*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 12/31/10 were 12.80% and 10.66%, respectively.




                                                                             65




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 are expected to 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.

66




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.


BARCLAYS CAPITAL U.S. AGGREGATE INDEX provides a measure of the performance of
the U.S. Dollar-denominated, investment grade bond market, which includes U.S.
government bonds, corporate bonds, mortgage pass-through securities, commercial
mortgage-backed securities, and asset-backed securities that are publicly for
sale in the U.S.

FTSE NAREIT EQUITY REIT INDEX is an index of publicly traded REITs that own
commercial property.

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 March 31, 2011, the MSCI AC WORLD INDEX consisted
of 45 country indices comprising 24 developed and 21 emerging market country
indices.

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) 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, Asia
and the Far East.

MSCI WORLD INDEX is Morgan Stanley Capital International's market
capitalization weighted index composed of companies representative of the
market structure of 24 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.

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.

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.

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.

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.

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.

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.

S&P 500 INDEX is a stock market index containing the stocks of 500 large-cap
corporations. Widely regarded as the best single gauge of the U.S. equities
market, the S&P 500 Index includes a representative sample of 500 leading
companies in leading industries of the U.S. economy.


                                                                             67




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

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



                                                                                        YEAR ENDED DECEMBER 31,
                                                                            2010          2009        2008     2007      2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
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)      .00(a)(b)     .02      .04      .04
                                                                       -------        -------       -------  -------  -------
LESS: DIVIDENDS
Dividends from net investment income                                       .00(a)         .00(a)       (.02)    (.04)    (.04)
                                                                       -------        -------       -------  -------  -------
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)                        .01%           .09%         1.64%    4.08%    3.96%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $28,212        $39,105       $36,423  $23,846  $24,537
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements                               .26%(d)        .71%         1.20%    1.24%    1.19%(d)
 Expenses, before waivers and reimbursements                              1.13%(d)       1.15%         1.20%    1.24%    1.19%(d)
 Net investment income                                                     .01%(b)(d)     .08%(b)      1.57%    4.00%    3.89%(d)
---------------------------------------------------------------------------------------------------------------------------------




ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO

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



                                                                                      YEAR ENDED DECEMBER 31,
                                                                          2010       2009       2008      2007      2006
----------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Net asset value, beginning of period                                   $ 11.86     $ 10.40   $ 11.67    $ 11.67  $ 11.72
                                                                       -------     -------   -------    -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .44         .49       .48        .50      .46
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     .60        1.36     (1.21)       .02     (.06)
Contributions from Adviser                                                0.00        0.00       .00(f)    0.00     0.00
                                                                       -------     -------   -------    -------  -------
Net increase (decrease) in net asset value from operations                1.04        1.85      (.73)       .52      .40
                                                                       -------     -------   -------    -------  -------
LESS: DIVIDENDS
Dividends from net investment income                                      (.64)       (.39)     (.54)      (.52)    (.45)
                                                                       -------     -------   -------    -------  -------
Net asset value, end of period                                         $ 12.26     $ 11.86   $ 10.40    $ 11.67  $ 11.67
                                                                       =======     =======   =======    =======  =======
TOTAL RETURN
Total investment return based on net asset value(c)                       8.93%*     18.20%*   (6.59)%*    4.60%    3.59%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $39,025     $41,341   $40,929    $20,289  $22,340
Ratio to average net assets of:
 Expenses                                                                  .93%(d)     .94%      .89%      1.03%    1.02%(d)
 Net investment income                                                    3.64%(d)    4.44%     4.47%      4.32%    4.01%(d)
Portfolio turnover rate                                                     94%        102%      106%        90%     327%
----------------------------------------------------------------------------------------------------------------------------





See footnotes on page 74.


68








ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO

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



                                                                               YEAR ENDED DECEMBER 31,
                                                                 2010        2009       2008        2007        2006
-------------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period                         $  24.72     $  18.03   $  29.96    $  26.37   $  26.55
                                                             --------     --------   --------    --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                   .01          .04       (.02)       (.08)      (.09)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   2.42         6.65     (11.91)       3.67       (.09)
                                                             --------     --------   --------    --------   --------
Net increase (decrease) in net asset value from operations       2.43         6.69     (11.93)       3.59       (.18)
                                                             --------     --------   --------    --------   --------
LESS: DIVIDENDS
Dividends from net investment income                             (.07)        0.00       0.00        0.00       0.00
                                                             --------     --------   --------    --------   --------
Net asset value, end of period                               $  27.08     $  24.72   $  18.03    $  29.96   $  26.37
                                                             ========     ========   ========    ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)              9.83%*      37.10%*   (39.82)%*    13.61%*     (.68)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $223,520     $233,460   $192,976    $393,537   $456,374
Ratio to average net assets of:
 Expenses                                                        1.10%(d)     1.13%      1.09%       1.07%      1.08%(d)
 Net investment income (loss)                                     .04%(d)      .22%      (.08)%      (.27)%     (.37)%(d)
Portfolio turnover rate                                           105%          97%        89%         92%        81%
-------------------------------------------------------------------------------------------------------------------------




ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

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



                                                                                 YEAR ENDED DECEMBER 31,
                                                                 2010        2009       2008         2007           2006
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                
Net asset value, beginning of period                         $  15.08     $  12.97   $  26.55    $    26.93    $    24.65
                                                             --------     --------   --------    ----------    ----------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                          .16          .18        .25           .32           .29
Net realized and unrealized gain (loss) on investment
 transactions                                                    1.77         2.42      (9.66)          .96          3.63
Contributions from Adviser                                       0.00         0.00        .00(f)        .06          0.00
                                                             --------     --------   --------    ----------    ----------
Net increase (decrease) in net asset value from operations       1.93         2.60      (9.41)         1.34          3.92
                                                             --------     --------   --------    ----------    ----------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             0.00         (.49)      (.37)         (.34)         (.30)
Distributions from net realized gain on investment
 transactions                                                    0.00         0.00      (3.80)        (1.38)        (1.34)
                                                             --------     --------   --------    ----------    ----------
Total dividends and distributions                                0.00         (.49)     (4.17)        (1.72)        (1.64)
                                                             --------     --------   --------    ----------    ----------
Net asset value, end of period                               $  17.01     $  15.08   $  12.97    $    26.55    $    26.93
                                                             ========     ========   ========    ==========    ==========
TOTAL RETURN
Total investment return based on net asset value(c)             12.80%*      20.35%*   (40.69)%*       4.86%**      16.98%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $805,714     $837,533   $819,994    $1,758,210    $2,013,964
Ratio to average net assets of:
 Expenses                                                         .88%(d)      .88%       .87%          .84%          .86%(d)
 Net investment income                                           1.05%(d)     1.33%      1.36%         1.18%         1.17%(d)
Portfolio turnover rate                                            66%         125%       184%           74%           60%
-----------------------------------------------------------------------------------------------------------------------------





See footnotes on page 74.


                                                                             69






ALLIANCEBERNSTEIN GROWTH PORTFOLIO

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



                                                                                        YEAR ENDED DECEMBER 31,
                                                                           2010       2009       2008       2007        2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net asset value, beginning of period                                   $ 17.10      $ 12.88   $ 22.42    $  19.90   $  20.15
                                                                       -------      -------   -------    --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                                           (.02)         .01      (.08)       (.10)      (.09)
Net realized and unrealized gain (loss) on investment transactions        2.55         4.21     (9.46)       2.62       (.16)
                                                                       -------      -------   -------    --------   --------
Net increase (decrease) in net asset value from operations                2.53         4.22     (9.54)       2.52       (.25)
                                                                       -------      -------   -------    --------   --------
LESS: DIVIDENDS
Dividends from net investment income                                      (.01)        0.00      0.00        0.00       0.00
                                                                       -------      -------   -------    --------   --------
Net asset value, end of period                                         $ 19.62      $ 17.10   $ 12.88    $  22.42   $  19.90
                                                                       =======      =======   =======    ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)                      14.80%*      32.76%*  (42.55)%*    12.66%     (1.24)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $61,325      $63,368   $53,248    $121,521   $131,337
Ratio to average net assets of:
 Expenses                                                                 1.25%(d)     1.31%     1.19%       1.15%      1.15%(d)
 Net investment income (loss)                                             (.10)%(d)     .04%     (.47)%      (.49)%     (.47)%(d)
Portfolio turnover rate                                                    121%         197%      103%         60%        55%
---------------------------------------------------------------------------------------------------------------------------------






ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO

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



                                                                                       YEAR ENDED DECEMBER 31,
                                                                          2010       2009      2008       2007        2006
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Net asset value, beginning of period                                   $ 16.51     $ 12.41  $ 24.73    $ 30.20     $ 24.16
                                                                       -------     -------  -------    -------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .14         .18      .31        .13         .22
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    1.89        4.55   (12.23)      5.11        6.16
Contributions from Adviser                                                0.00        0.00      .00(f)    0.00        0.00
                                                                       -------     -------  -------    -------     -------
Net increase (decrease) in net asset value from operations                2.03        4.73   (11.92)      5.24        6.38
                                                                       -------     -------  -------    -------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.30)       (.63)    0.00       (.43)       (.19)
Distributions from net realized gain on investment transactions           0.00        0.00     (.40)    (10.28)       (.15)
                                                                       -------     -------  -------    -------     -------
Total dividends and distributions                                         (.30)       (.63)    (.40)    (10.71)       (.34)
                                                                       -------     -------  -------    -------     -------
Net asset value, end of period                                         $ 18.24     $ 16.51  $ 12.41    $ 24.73     $ 30.20
                                                                       =======     =======  =======    =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                      12.61%      39.24%  (48.96)%*   17.78%      26.70%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $74,879     $72,604  $45,309    $57,633     $35,321
Ratio to average net assets of:
 Expenses                                                                 1.18%(d)    1.24%    1.23%      1.45%(d)    1.48%(d)
 Net investment income                                                     .83%(d)    1.28%    1.63%       .45%(d)     .81%(d)
Portfolio turnover rate                                                    104%        118%      90%       126%         74%
------------------------------------------------------------------------------------------------------------------------------



See footnotes on page 74.


70






ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO

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



                                                                           YEAR ENDED DECEMBER 31,
                                                             2010        2009        2008       2007        2006
---------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                     $  16.34     $  10.67    $ 20.31    $  16.94   $  15.63
                                                         --------     --------    -------    --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(e)                               .07          .04       (.04)       (.07)      (.09)
Net realized and unrealized gain (loss) on investment
 and foreign currency transactions                           2.90         5.63      (9.60)       3.44       1.40
Contributions from Adviser                                   0.00          .00(f)     .00(f)     0.00       0.00
                                                         --------     --------    -------    --------   --------
Net increase (decrease) in net asset value from
 operations                                                  2.97         5.67      (9.64)       3.37       1.31
                                                         --------     --------    -------    --------   --------
LESS: DIVIDENDS
Dividends from net investment income                         (.32)        0.00       0.00        0.00       0.00
                                                         --------     --------    -------    --------   --------
Net asset value, end of period                           $  18.99     $  16.34    $ 10.67    $  20.31   $  16.94
                                                         ========     ========    =======    ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)         18.58%*      53.14%*+  (47.46)%*    19.89%      8.38%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                $141,649     $141,536    $84,880    $191,474   $177,350
Ratio to average net assets of:
 Expenses                                                    1.24%(d)     1.25%     1.18 %       1.17%      1.18%(d)
 Net investment income (loss)                                 .44%(d)      .27%      (.24)%      (.40)%     (.55)%(d)
Portfolio turnover rate                                       117%         215%       141%        132%       117%
---------------------------------------------------------------------------------------------------------------------






ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO

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



                                                                             YEAR ENDED DECEMBER 31,
                                                                 2010       2009       2008      2007        2006
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $ 11.67      $  8.26   $ 15.19    $ 13.36   $ 12.09
                                                             -------      -------   -------    -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(e)                                          (.16)        (.15)     (.15)      (.15)     (.15)
Net realized and unrealized gain (loss) on investment
 transactions                                                   4.43         3.56     (6.78)      1.98      1.42
Contributions from Adviser                                      0.00         0.00       .00(f)    0.00      0.00
                                                             -------      -------   -------    -------   -------
Net increase (decrease) in net asset value from operations      4.27         3.41     (6.93)      1.83      1.27
                                                             -------      -------   -------    -------   -------
Net asset value, end of period                               $ 15.94      $ 11.67   $  8.26    $ 15.19   $ 13.36
                                                             =======      =======   =======    =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)            36.59%*      41.28%*  (45.62)%*   13.70%    10.51%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $29,128      $14,796   $11,111    $24,937   $22,070
Ratio to average net assets of:
 Expenses                                                       1.62%(d)     1.87%     1.60%      1.44%     1.41%(d)
 Net investment loss                                           (1.23)%(d)   (1.58)%   (1.29)%    (1.05)%   (1.15)%(d)
Portfolio turnover rate                                           95%         106%      129%        88%       76%
---------------------------------------------------------------------------------------------------------------------



See footnotes on page 74.


                                                                             71






ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO

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



                                                                                     YEAR ENDED DECEMBER 31,
                                                                          2010       2009     2008      2007       2006
---------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Net asset value, beginning of period                                   $  9.67     $  7.86  $ 16.20   $ 22.80   $ 19.94
                                                                       -------     -------  -------   -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                   .20         .20      .22       .16       .22
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    2.31        1.97    (4.37)    (2.90)     6.03
                                                                       -------     -------  -------   -------   -------
Net increase (decrease) in net asset value from operations                2.51        2.17    (4.15)    (2.74)     6.25
                                                                       -------     -------  -------   -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.13)       (.20)    (.20)     (.25)     (.40)
Distributions from net realized gain on investment transactions           0.00        (.16)   (3.99)    (3.61)    (2.99)
                                                                       -------     -------  -------   -------   -------
Total dividends and distributions                                         (.13)       (.36)   (4.19)    (3.86)    (3.39)
                                                                       -------     -------  -------   -------   -------
Net asset value, end of period                                         $ 12.05     $  9.67  $  7.86   $ 16.20   $ 22.80
                                                                       =======     =======  =======   =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)                      26.05%      29.22%  (35.82)%  (14.76)%   34.88%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $14,479     $12,517  $11,104   $22,281   $33,461
Ratio to average net assets of:
 Expenses                                                                 1.13%(d)    1.53%    1.26%     1.10%     1.08%(d)
 Net investment income                                                    1.89%(d)    2.67%    1.83%      .80%     1.04%(d)
Portfolio turnover rate                                                    132%         94%      46%       51%       47%
---------------------------------------------------------------------------------------------------------------------------




ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO

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



                                                                                   YEAR ENDED DECEMBER 31,
                                                                          2010     2009     2008     2007      2006
----------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period                                   $14.54     $10.93  $ 24.88   $24.74  $18.93
                                                                       ------     ------  -------   ------  ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                                  .24        .28      .50      .36     .33
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    .38++     3.47   (13.02)    1.06    6.16
                                                                       ------     ------  -------   ------  ------
Net increase (decrease) in net asset value from operations                .62       3.75   (12.52)    1.42    6.49
                                                                       ------     ------  -------   ------  ------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                     (.39)      (.14)    (.18)    (.27)   (.28)
Distributions from net realized gain on investment transactions          0.00       0.00    (1.25)   (1.01)   (.40)
                                                                       ------     ------  -------   ------  ------
Total dividends and distributions                                        (.39)      (.14)   (1.43)   (1.28)   (.68)
                                                                       ------     ------  -------   ------  ------
Net asset value, end of period                                         $14.77     $14.54  $ 10.93   $24.88  $24.74
                                                                       ======     ======  =======   ======  ======
TOTAL RETURN
Total investment return based on net asset value(c)                      4.30%     34.36%  (53.28)%   5.58%  35.05%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $1,326     $1,708  $ 1,659   $2,818  $1,889
Ratio to average net assets of:
 Expenses                                                                1.10%(d)   1.08%    1.06%    1.06%   1.10%(d)
 Net investment income                                                   1.73%(d)   2.38%    2.77%    1.41%   1.53%(d)
Portfolio turnover rate                                                    52%        52%      36%      23%     25%
----------------------------------------------------------------------------------------------------------------------





See footnotes on page 74.


72






ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO

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



                                                                             YEAR ENDED DECEMBER 31,
                                                                 2010       2009       2008      2007        2006
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $  13.36     $   9.87  $  17.03   $  18.00  $  16.99
                                                             --------     --------  --------   --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                          .05          .05       .10        .07       .16
Net realized and unrealized gain (loss) on investment
 transactions                                                    3.50         4.01     (5.61)       .37      2.13
                                                             --------     --------  --------   --------  --------
Net increase (decrease) in net asset value from operations       3.55         4.06     (5.51)       .44      2.29
                                                             --------     --------  --------   --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.04)        (.09)     (.07)      (.14)     (.04)
Distributions from net realized gain on investment
 transactions                                                    0.00         (.48)    (1.58)     (1.27)    (1.24)
                                                             --------     --------  --------   --------  --------
Total dividends and distributions                                (.04)        (.57)    (1.65)     (1.41)    (1.28)
                                                             --------     --------  --------   --------  --------
Net asset value, end of period                               $  16.87     $  13.36  $   9.87   $  17.03  $  18.00
                                                             ========     ========  ========   ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)             26.59%       42.66%   (35.75)%     1.53%    14.20%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $378,436     $264,635  $202,997   $294,664  $251,412
Ratio to average net assets of:
 Expenses                                                        1.09%(d)     1.12%     1.11%      1.08%     1.11%(d)
 Net investment income                                            .31%(d)      .42%      .72%       .35%      .91%(d)
Portfolio turnover rate                                            54%          58%       49%        32%       46%
---------------------------------------------------------------------------------------------------------------------




ALLIANCEBERNSTEIN VALUE PORTFOLIO

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



                                                                               YEAR ENDED DECEMBER 31,
                                                                 2010        2009       2008        2007        2006
------------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period                         $   8.90     $   7.59   $  13.79    $  14.95   $  12.84
                                                             --------     --------   --------    --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                          .10          .14        .24         .27        .22
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                    .91         1.41      (5.58)       (.83)      2.40
                                                             --------     --------   --------    --------   --------
Net increase (decrease) in net asset value from operations       1.01         1.55      (5.34)       (.56)      2.62
                                                             --------     --------   --------    --------   --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.16)        (.24)      (.24)       (.18)      (.13)
Distributions from net realized gain on investment
 transactions                                                    0.00         0.00       (.62)       (.42)      (.38)
                                                             --------     --------   --------    --------   --------
Total dividends and distributions                                (.16)        (.24)      (.86)       (.60)      (.51)
                                                             --------     --------   --------    --------   --------
Net asset value, end of period                               $   9.75     $   8.90   $   7.59    $  13.79   $  14.95
                                                             ========     ========   ========    ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)             11.42%*      21.04%*   (41.01)%*    (4.16)%    21.03%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $212,522     $213,827   $197,080    $329,217   $308,635
Ratio to average net assets of:
 Expenses                                                         .96%(d)      .95%       .92%        .90%       .94%(d)
 Net investment income                                           1.12%(d)     1.84%      2.24%       1.82%      1.64%(d)
Portfolio turnover rate                                            73%          64%        33%         20%        17%
------------------------------------------------------------------------------------------------------------------------



See footnotes on page 74.


                                                                             73






ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO

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



                                                                                   YEAR ENDED DECEMBER 31,
                                                                 2010        2009         2008           2007          2006
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net asset value, beginning of period                         $  10.58     $   8.58   $  12.97        $  12.81     $  11.34
                                                             --------     --------   --------        --------     --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(e)                                          .20          .22        .26(b)          .27(b)       .22(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                    .87         1.86      (4.02)            .41         1.33
Contributions from Adviser                                       0.00         0.00        .00(f)         0.00         0.00
                                                             --------     --------   --------        --------     --------
Net increase (decrease) in net asset value from operations       1.07         2.08      (3.76)            .68         1.55
                                                             --------     --------   --------        --------     --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.27)        (.08)      (.35)           (.30)        (.08)
Distributions from net realized gain on investment and
 foreign currency transactions                                   0.00         0.00       (.28)           (.22)        0.00
                                                             --------     --------   --------        --------     --------
Total dividends and distributions                                (.27)        (.08)      (.63)           (.52)        (.08)
                                                             --------     --------   --------        --------     --------
Net asset value, end of period                               $  11.38     $  10.58   $   8.58        $  12.97     $  12.81
                                                             ========     ========   ========        ========     ========
TOTAL RETURN
Total investment return based on net asset value(c)             10.30%*      24.45%*   (30.20)%*         5.26%       13.75%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $518,572     $458,669   $285,962        $211,440     $124,992
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements                      .93%(d)      .95%      1.00%(d)        1.01%        1.23%(d)
 Expenses, before waivers and reimbursements                      .93%(d)      .95%      1.02%(d)        1.07%        1.31%(d)
 Net investment income                                           1.89%(d)     2.36%      2.48%(b)(d)     2.11%(b)     1.84%(b)(d)
Portfolio turnover rate                                           101%          85%        93%             77%         203%
---------------------------------------------------------------------------------------------------------------------------------




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 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,
                                                      2010  2009  2008  2007
-----------------------------------------------------------------------------
                                                            
AllianceBernstein Intermediate Bond Portfolio         0.04% 0.01% 0.09%    --
AllianceBernstein Large Cap Growth Portfolio          0.58% 1.96% 2.10% 0.39%
AllianceBernstein Growth and Income Portfolio         0.27% 0.54% 0.46%    --
AllianceBernstein Growth Portfolio                    0.22% 0.41% 0.03%    --
AllianceBernstein International Growth Portfolio         --    -- 0.01%    --
AllianceBernstein Global Thematic Growth Portfolio    0.04% 0.15% 0.03%    --
AllianceBernstein Small Cap Growth Portfolio          0.05% 0.28% 0.40%    --
AllianceBernstein Value Portfolio                     0.01% 0.02% 0.02%    --
AllianceBernstein Balanced Wealth Strategy Portfolio  0.03% 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 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%.

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


74




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--Where no rating has been assigned or where a rating has been
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 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 category or in categories below B.


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



A-2




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  $  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




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  $   97.65    $10,402.35
   2             10,402.35      520.12    10,922.47     101.58     10,820.89
   3             10,820.89      541.04    11,361.93     105.67     11,256.27
   4             11,256.27      562.81    11,819.08     109.92     11,709.16
   5             11,709.16      585.46    12,294.62     114.34     12,180.28
   6             12,180.28      609.01    12,789.30     118.94     12,670.35
   7             12,670.35      633.52    13,303.87     123.73     13,180.15
   8             13,180.15      659.01    13,839.15     128.70     13,710.45
   9             13,710.45      685.52    14,395.97     133.88     14,262.09
   10            14,262.09      713.10    14,975.19     139.27     14,835.92
   --------------------------------------------------------------------------
   Cumulative                $6,009.59               $1,173.68




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  $  115.50    $10,384.50
   2             10,384.50      519.23    10,903.73     119.94     10,783.78
   3             10,783.78      539.19    11,322.97     124.55     11,198.42
   4             11,198.42      559.92    11,758.34     129.34     11,629.00
   5             11,629.00      581.45    12,210.45     134.31     12,076.13
   6             12,076.13      603.81    12,679.94     139.48     12,540.46
   7             12,540.46      627.02    13,167.49     144.84     13,022.64
   8             13,022.64      651.13    13,673.78     150.41     13,523.36
   9             13,523.36      676.17    14,199.53     156.19     14,043.34
   10            14,043.34      702.17    14,745.50     162.20     14,583.30
   --------------------------------------------------------------------------
   Cumulative                $5,960.09               $1,376.76



                                                                            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  $  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 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  $  123.90    $10,376.10
   2             10,376.10      518.81    10,894.91     128.56     10,766.35
   3             10,766.35      538.32    11,304.66     133.40     11,171.27
   4             11,171.27      558.56    11,729.83     138.41     11,591.42
   5             11,591.42      579.57    12,170.99     143.62     12,027.37
   6             12,027.37      601.37    12,628.74     149.02     12,479.72
   7             12,479.72      623.99    13,103.71     154.62     12,949.08
   8             12,949.08      647.45    13,596.54     160.44     13,436.10
   9             13,436.10      671.80    14,107.90     166.47     13,941.43
   10            13,941.43      697.07    14,638.50     172.73     14,465.77
   --------------------------------------------------------------------------
   Cumulative                $5,936.94               $1,471.17




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  $  130.20    $10,369.80
   2             10,369.80      518.49    10,888.29     135.01     17,753.28
   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



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  $  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




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  $  115.50    $10,384.50
   2             10,384.50      519.23    10,903.73     119.94     10,783.78
   3             10,783.78      539.19    11,322.97     124.55     11,198.42
   4             11,198.42      559.92    11,758.34     129.34     11,629.00
   5             11,629.00      581.45    12,210.45     134.31     12,076.13
   6             12,076.13      603.81    12,679.94     139.48     12,540.46
   7             12,540.46      627.02    13,167.49     144.84     13,022.64
   8             13,022.64      651.13    13,673.78     150.41     13,523.36
   9             13,523.36      676.17    14,199.53     156.19     14,043.34
   10            14,043.34      702.17    14,745.50     162.20     14,583.30
   --------------------------------------------------------------------------
   Cumulative                $5,960.09               $1,376.76




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  $  114.45    $10,385.55
   2             10,385.55      519.28    10,904.83     118.86     10,785.96
   3             10,785.96      539.30    11,325.26     123.45     11,201.82
   4             11,201.82      560.09    11,761.91     128.20     11,633.70
   5             11,633.70      581.69    12,215.39     133.15     12,082.24
   6             12,082.24      604.11    12,686.35     138.28     12,548.07
   7             12,548.07      627.40    13,175.48     143.61     13,031.86
   8             13,031.86      651.59    13,683.46     149.15     13,534.31
   9             13,534.31      676.72    14,211.02     154.90     14,056.12
   10            14,056.12      702.81    14,758.93     160.87     14,598.06
   --------------------------------------------------------------------------
   Cumulative                $5,962.99               $1,364.92



                                                                            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  $  100.80    $10,399.20
   2             10,399.20      519.96    10,919.16     104.82     10,814.34
   3             10,814.34      540.72    11,355.05     109.01     11,246.04
   4             11,246.04      562.30    11,808.35     113.36     11,694.99
   5             11,694.99      584.75    12,279.74     117.89     12,161.85
   6             12,161.85      608.09    12,769.94     122.59     12,647.35
   7             12,647.35      632.37    13,279.72     127.49     13,152.23
   8             13,152.23      657.61    13,809.85     132.57     13,677.27
   9             13,677.27      683.86    14,361.13     137.87     14,223.27
   10            14,223.27      711.16    14,934.43     143.37     14,791.06
   --------------------------------------------------------------------------
   Cumulative                $6,000.82               $1,209.77




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  $   97.65    $10,402.35
   2             10,402.35      520.12    10,922.47     101.58     10,820.89
   3             10,820.89      541.04    11,361.93     105.67     11,256.27
   4             11,256.27      562.81    11,819.08     109.92     11,709.16
   5             11,709.16      585.46    12,294.62     114.34     12,180.28
   6             12,180.28      609.01    12,789.30     118.94     12,670.35
   7             12,670.35      633.52    13,303.87     123.73     13,180.15
   8             13,180.15      659.01    13,839.15     128.70     13,710.45
   9             13,710.45      685.52    14,395.97     133.88     14,262.09
   10            14,262.09      713.10    14,975.19     139.27     14,835.92
   --------------------------------------------------------------------------
   Cumulative                $6,009.59               $1,173.68



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 2, 2011
______________________________________________________________________________

            This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectuses
dated May 2, 2011, 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, 2010, 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 the "For Literature"
telephone number shown above or on the Internet at www.AllianceBernstein.com.




                               TABLE OF CONTENTS
                                                                          PAGE


INFORMATION ABOUT THE PORTFOLIOS AND THEIR INVESTMENTS.......................2
INVESTMENT RESTRICTIONS.....................................................49
MANAGEMENT OF THE FUND......................................................51
PURCHASE AND REDEMPTION OF SHARES..........................................102
NET ASSET VALUE............................................................107
PORTFOLIO TRANSACTIONS.....................................................110
DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................118
GENERAL INFORMATION........................................................119
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
   REGISTERED PUBLIC ACCOUNTING FIRM.......................................134
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.





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


             INFORMATION ABOUT THE PORTFOLIOS AND THEIR INVESTMENTS


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


Introduction to the Portfolios
------------------------------

            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.

            Except as noted, the investment objective and policies described
below are not "fundamental policies" within the meaning of the Investment
Company Act of 1940 (the "1940 Act"), and may, therefore, be changed by the
Board of Directors of the Fund (the "Board" or the "Directors") without
shareholder approval. However, no Portfolio will change its investment objective
without at least 60 days' prior written notice to shareholders. There is no
guarantee that a Portfolio will achieve its investment objective. 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 of this percentage limitation.

Additional Investment Policies and Practices
--------------------------------------------

            The following information about the Portfolios' investment policies
and practices supplements the information set forth in the Prospectuses.

Investment Policies and Practices of AllianceBernstein Money Market Portfolio
-----------------------------------------------------------------------------

            General. The Portfolio pursues its objective by maintaining a
portfolio of high quality U.S. Dollar-denominated money market securities. The
Portfolio invests securities in accordance with Securities and Exchange
Commission (the "Commission") Rule 2a-7 under the 1940 Act. Accordingly, under
Rule 2a-7, the Portfolio will invest in securities that at the time of
investment have remaining maturities not exceeding 397 days. The Portfolio is
subject under Rule 2a-7 to maturity limits. Currently, 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 as defined in Rule 2a-7, determined at the
time of acquisition of a security. Daily liquid assets are currently defined in
Rule 2a-7 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 in the same way as daily liquid assets except
that they must mature, or be subject to a demand feature that is exercisable,
within five days.

            The Portfolio intends to comply with Rule 2a-7 under the 1940 Act,
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.

            Pursuant to Rule 2a-7, the Portfolio may invest only in "Eligible
Securities, as that term is defined in the Rule. Generally, Eligible Securities
are U.S. Dollar-denominated security that the Portfolio's investment adviser,
AllianceBernstein L.P. (the "Adviser") determines present minimal credit risk
and that have, at the time of acquisition, a remaining maturity of 397 days or
less. Under the Commission's guidance in a no-action letter dated August 19,
2010, 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
Requisite NRSROs, which are defined under Rule 2a-7 as nationally recognized
statistical rating organizations ("NRSROs"). If only one 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.

            Eligible Securities are classified as either first tier securities
or second tier securities. 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, or is an unrated security of comparable
quality, is a second tier security. 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 or repurchase
agreements collateralized by the U.S. Government securities subject to
look-through treatment. Under Rule 2a-7, 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.

            Portfolio Policies. The Portfolio's investments may include the
following:.

                1. U.S. Government Securities. Marketable obligations of, or
guaranteed by, the U.S. Government, its agencies or instrumentalities. These
include issues of the U.S. 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 Home Loan Mortgage
Corporation ("FHLMC"), Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Mortgage Association ("FNMA") 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 FHLMC and FNMA,
were supported only by the credit of the agency or instrumentality, but,
currently, after these entities were placed in conservatorship, their securities
are, in effect, supported by the full faith and credit of the U.S. Treasury.
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 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 type of large-denomination certificate of
deposit in which the Portfolio normally invests 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
("ABCP"), 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 collateralized fully. 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 banks (including State
Street Bank and Trust Company, the Portfolio's custodian) or broker-dealers that
are determined to be creditworthy by 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.


            Additional Investment Policies. The following policies supplement
those set forth above.


            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 "Additional
Investment Practices and Other Investment Polices of the Portfolios", 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.


            While there are many kinds of short-term securities used by money
market investors, the Portfolio, in keeping with its primary investment
objective of safety of principal, generally invests in the types summarized
above. 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. The market value of the Portfolio's investments may
decrease during periods of rising interest rates and may increase during
intervals of falling rates. These changes in value are usually smaller for
short-term debt securities than for debt securities with longer maturities. In
addition, if interest rates on money market securities in which the Portfolio
invests remain low for an extended period of time, the Portfolio may have
difficulties in providing a positive yield, paying expenses out of Portfolio
assets, or maintaining a stable $1.00 NAV.




Convertible Securities
----------------------


            Convertible securities include bonds, debentures, corporate notes
and preferred stocks that are convertible at a stated exchange rate into shares
of the underlying common stock. Prior to their conversion, convertible
securities have the same general characteristics as non-convertible debt
securities, which provide a stable stream of income with generally higher yields
than those of equity securities of the same or similar issuers. As with all debt
securities, 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 or dividend yields
than non-convertible debt securities of similar quality, they do enable the
investor 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.


Depositary Receipts
-------------------


            A Portfolio 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 U.S. 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
-----------


            A Portfolio may, but is not required to, use derivatives for risk
management purposes or as part of its investment practices. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. These assets, rates, and indices may
include bonds, stocks, mortgages, commodities, interest rates, currency exchange
rates, bond indices and stock indices.

            There are four principal types of derivatives including options,
futures, forwards and swaps. The four principal types of derivative instruments,
as well as the methods in which they may be used by a Portfolio 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. The Portfolios 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.






            Forward Contracts. A forward contract, which may be standardized and
exchange-traded or customized and privately negotiated, is an 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).

            Swaps. A swap, which may be standardized and exchange-traded or
customized and privately negotiated, is an 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). 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). 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.

            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.


            -- 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.
            Recent legislation and regulatory developments will eventually
            require the clearing and exchange trading of most over-the-counter
            derivatives investments. It is possible that new regulation of
            various types of derivative instruments, including futures and swap
            agreements, may affect a Portfolio's ability to use such instruments
            as a part of its investment strategy.


            -- 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. A
forward currency exchange contract may result 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, for example, 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 a means of making 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.


            - 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 may write covered options or uncovered options. 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 the put option it has written. Uncovered options or "naked options"
are riskier than covered options. For example, if a Portfolio wrote a naked call
option and the price of the underlying security increased, the Portfolio would
have to purchase the underlying security for delivery to the call buyer and
sustain a loss equal to the difference between the option price and the market
price of the security.

            A Portfolio may also 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 option at
a profit. The premium paid for the call option plus any transaction costs will
reduce the benefit, if any, realized by the 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 also may, as an example, 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.


            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 or write options on securities of the types
in which it is permitted to invest in privately negotiated (i.e.,
over-the-counter) transactions. 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 non-U.S. Dollar-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 currency 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 transaction 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 market 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, for example, 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 non-U.S.
Dollar-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 non-U.S. Dollar-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 non-U.S. Dollar-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 currency 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 may be
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. exchanges.


            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 that the
Portfolio intends to purchase may be less expensive.





            - 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.
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 in an attempt to protect against adverse changes in exchange
rates 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". Currency swaps involve the 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 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. 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, swaption and 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. 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 is contractually entitled to receive.

            Interest rate swaps involve the exchange by a Portfolio with another
party of payments calculated by reference to specified interest rates (e.g., an
exchange of floating rate payments for fixed rate payments) computed based on a
contractually-based principal (or "notional") amount.

            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.

            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.

            Caps and floors are less liquid than swaps. These transactions do
not involve the delivery of securities or other underlying assets or principal.
A Portfolio will enter into interest rate swap, swaption, 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
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 the
Portfolio. Local access products 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, 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
warrant usually owns the underlying security or has a mechanism, such as owning
equity warrants on the underlying securities, through which they can obtain the
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's investments in synthetic foreign equity securities
will be those 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 foreign securities, 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.

            - Eurodollar Instruments. Eurodollar instruments are essentially
U.S. Dollar-denominated futures contracts or options thereon that are linked to
the London Interbank Offered Rate and are subject to the same limitations and
risks as other futures contracts and options.


            - 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. The Portfolios 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).




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 assumes the rights and risks of
ownership of the security, but does not pay for the securities until they are
received. If a Portfolio is fully or almost fully invested when forward
commitment purchases are outstanding, such purchases may result in a form of
leverage. Leveraging the portfolio in this manner may increase the Portfolio's
volatility of returns.


            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.




            Purchases of securities on a forward commitment or when-issued basis
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). No interest or dividends accrue to the
purchaser prior to the settlement date for securities purchased or sold under a
forward commitment. In addition, in the event the other party to the transaction
files for bankruptcy, becomes insolvent, or defaults on its obligation, a
Portfolio may be adversely affected.


Illiquid Securities
-------------------


            A Portfolio, other than the Money Market Portfolio, will not invest
in illiquid securities if immediately after such investment, more than 15% or
such other amount permitted by guidance regarding the 1940 Act of the
Portfolio's net assets would be invested in such securities. 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 oversight 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 securities of other investment
companies 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, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities. The Portfolios intend to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act. 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, subject to the
restrictions and limitations of the 1940 Act or any applicable rules, exemptive
orders or regulatory guidance.

Investments in 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 Real Estate Investment 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.


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
(subject to the oversight by the Directors) 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 and Other Asset-Backed 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, 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
Government National Mortgage Association ("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.

            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 U.S. 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 Federal Housing Administration-insured or VA-guaranteed mortgages.

            Government-related (i.e., not backed by the full faith and credit of
the U.S. Government) guarantors include FNMA and FHLMC. FNMA and FHLMC are a
government-sponsored corporation or corporate instrumentality of the U.S.
Government respectively (government-sponsored entities or "GSEs"), which were
owned entirely by private stockholders until 2008 when they were placed in
conservatorship by the U.S. Government. After being placed in conservatorship,
the GSEs issued senior preferred stock and common stock to the U.S. Treasury in
an amount equal to 79.9% of each GSE in return for certain funding and liquidity
arrangements. The GSEs continue to operate as going concerns while in
conservatorship and each remains liable for all of its obligations associated
with its mortgage-backed securities. The U.S. Treasury has provided additional
funding to the GSEs and their future is unclear as Congress is considering
whether to adopt legislation that would severely restrict or even terminate
their operations. 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 and are now, in effect, backed
by the full faith and credit of the U.S. Government. 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 and are now, in effect, 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 guaranteed. 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. A
Portfolio may invest in other forms of mortgage-related securities including
CMOs, which are debt obligations 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.


            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. 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 may have
difficulties 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, 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
week later. The purchase and repurchase obligations are transacted under one
document. The resale price is greater than the purchase price, reflecting an
agreed-upon "interest rate" that 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 a
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 or cash 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 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.
The Board 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 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 a Portfolio's ability to
enter into repurchase agreements. Currently, each 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. A Portfolio 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 invested in portfolio securities.

            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. See
Borrowing and Use of Leverage below.


Rights and Warrants
-------------------


            Certain of the Portfolios will invest in rights and warrants, which
entitle the holder to buy equity securities at a specific price for a specific
period of time but will do so only if the equity securities themselves are
deemed appropriate by the Adviser for inclusion in the Portfolio's 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 securities which may be purchased 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.

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.

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.

Securities Ratings
------------------

            The ratings of fixed-income securities by Moody's, S&P and Fitch
Ratings ("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 an issuer 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 credit risk of securities within each rating category.

            Securities rated Baa, BBB+, BBB, or BBB- by S&P or Baa1, Baa2 or
Baa3 by Moody's are considered by Moody's to have speculative characteristics.
Sustained periods of deteriorating economic conditions or rising interest rates
are more likely to lead to a weakening in the issuer's capacity to pay interest
and repay principal than in the case of higher-rated securities.

            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 Ba, 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).

            The Adviser will try to reduce the risk inherent in a Portfolio's
investment in fixed-income securities through credit analysis, diversification
and attention to current developments and trends in interest rates and economic
conditions. However, there can be no assurance that losses will not occur. In
considering high-yielding investments for a Portfolio, the Adviser will attempt
to identify those fixed-income 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.

            Unless otherwise indicated, references to securities ratings by one
rating agency in this SAI shall include the equivalent rating by another rating
agency.


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 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. A short sale of a security involves the risk that, instead of
declining, the price of the security sold short will rise. If the price of the
securities sold short increases between the time of a 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 gain. The
potential for the price of a fixed-income security sold short to rise is a
function of both the remaining maturity of the obligation, its creditworthiness
and its yield. Unlike short sales of equities or other instruments, potential
for the price of a fixed-income security to rise may be limited due to the fact
that the security will be no more than par at maturity. However, the short sale
of other instruments or securities generally, including fixed-income securities
convertible into equities or other instruments, a fixed-income security trading
at a deep discount from par or which pays a coupon that is high in relative or
absolute terms, or which is denominated in a currency other than the U.S.
Dollar, involves the possibility of a theoretically unlimited loss since there
is a theoretically unlimited potential for the market price of the security sold
short to increase.




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


            A Portfolio 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 which the Portfolio has committed to purchase.
The fee is payable whether or not the security is ultimately issued. A Portfolio
will enter into such agreements only for the purpose of investing in the
security underlying the commitment at a yield and price which are considered
advantageous to the Portfolio and which are unavailable on a firm commitment
basis.


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


            A Portfolio 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.


            Under the terms of subordinated securities, payments that would be
made to their holders may be required to be made to the holders of more senior
securities and/or the subordinated or junior securities may have junior liens,
if they have any rights at all, in any collateral (meaning proceeds of the
collateral are required to be paid first to holders of more senior securities).
As a result, subordinated or junior securities will be disproportionately
affected by a default or even a perceived decline in the creditworthiness of the
issuer.




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, 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 (which are, as
described above, now in effect, backed by the full faith and credit of the U.S.
Government due to the conservatorship of the agencies), 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 Treasury
Securities" below, and stripped mortgage-related securities and principal-only
securities are described in more detail in "Mortgage-Related Securities and
Other Asset-Backed 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-protected
securities. 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.
In addition, the value of inflation-protected securities may be vulnerable to
changes in expectations of inflation. 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. For more
information, see Dividends, Distributions and Taxes below.


Certain Risk and Other Considerations
-------------------------------------

            Borrowing and Use of Leverage. A Portfolio may use borrowings for
investment purposes, subject to the restrictions of the 1940 Act. 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 securities.

            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 market conditions or interest 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.

            Certain transactions, such as derivatives transactions, forward
commitments, reverse repurchase agreements and short sales involve leverage and
may expose a Portfolio to potential losses that, in some cases, may exceed the
amount originally invested by the Portfolio. When a Portfolio engages in such
transactions, it will, in accordance with guidance provided by the Commission or
its staff in, among other things, regulations, interpretative releases and
no-action letters, deposit in a segregated account certain liquid assets with a
value at least equal to the Portfolio's exposure, on a marked-to-market or other
relevant basis, to the transaction. Transactions for which assets have been
segregated will not be considered "senior securities" for purposes of the
Portfolio's investment restriction concerning senior securities. The segregation
of assets is intended to enable the Portfolio to have assets available to
satisfy its obligations with respect to these transactions, but will not limit
the Portfolio's exposure to loss.

            Risks of Investments in Foreign Securities. Investors should
understand and consider carefully the substantial risks involved in securities
of foreign companies and governments of foreign nations, some of which are
referred to below, and which are in addition to the usual risks inherent in
domestic investments. Investing in securities of non-U.S. companies which are
generally denominated in foreign currencies, and utilization of derivative
investment products denominated in, or the value of which is dependent upon
movements in the relative value of, a foreign currency, involve certain
considerations comprising both risk and opportunity not typically associated
with investing in U.S. companies. These considerations include changes in
exchange rates and exchange control regulations, political and social
instability, expropriation, imposition of foreign taxes, less liquid markets and
less available information than are generally the case in the U.S., higher
transaction costs, less government supervision of exchanges, brokers and
issuers, difficulty in enforcing contractual obligations, lack of uniform
accounting and auditing standards and greater price volatility.

            There is generally less publicly available information about foreign
companies comparable to reports and ratings that are published about companies
in the U.S. Foreign issuers are subject to accounting and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. issuers. In particular, the assets and profits appearing on the
financial statements of a foreign issuer may not reflect its financial position
or results of operations in the way they would be reflected had the financial
statement been prepared in accordance with U.S. generally accepted accounting
principles. In addition, for an issuer that keeps accounting records in local
currency, inflation accounting rules in some of the countries in which the
Portfolio may invest require, for both tax and accounting purposes, that certain
assets and liabilities be restated on the issuer's balance sheet in order to
express items in terms of currency of constant purchasing power. Inflation
accounting may indirectly generate losses or profits. Consequently, financial
data may be materially affected by restatements for inflation and may not
accurately reflect the real condition of those issuers and securities markets.
Substantially less information is publicly available about certain non-U.S.
issuers than is available about U.S. issuers.

            It is contemplated that foreign securities will be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Foreign securities markets are
generally not as developed or efficient as those in the U.S. While growing in
volume, they usually have substantially less volume than the Exchange, and
securities of some foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. Similarly, volume and liquidity in most
foreign bond markets is less than in the U.S. and, at times, volatility of price
can be greater than in the U.S. Fixed commissions on foreign stock exchanges are
generally higher than negotiated commissions on U.S. exchanges, although a
Portfolio will endeavor to achieve the most favorable net results on its
portfolio transactions. There is generally less government supervision and
regulation of stock exchanges, brokers and listed companies than in the U.S.

            Expropriation, confiscatory taxation, nationalization, political,
economic or social instability or other similar developments, such as military
coups, have occurred in the past in countries in which a Portfolio may invest
and could adversely affect a Portfolio's assets should these conditions or
events recur.

            Foreign investment in certain foreign securities is restricted or
controlled to varying degrees. These restrictions or controls may at times limit
or preclude foreign investment in certain foreign securities and increase the
costs and expenses of a Portfolio. Certain countries in which the Portfolio may
invest require governmental approval prior to investments by foreign persons,
limit the amount of investment by foreign persons in a particular issuer, limit
the investment by foreign persons only to a specific class of securities of an
issuer that may have less advantageous rights than the classes available for
purchase by domiciliaries of the countries and/or impose additional taxes on
foreign investors.

            Certain countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in a
country's balance of payments, the country could impose temporary restrictions
on foreign capital remittances.

            Income from certain investments held by a Portfolio could be reduced
by foreign income taxes, including withholding taxes. It is impossible to
determine the effective rate of foreign tax in advance. A Portfolio's NAV may
also be affected by changes in the rates or methods of taxation applicable to
that Portfolio or to entities in which that Portfolio has invested. The Adviser
generally will consider the cost of any taxes in determining whether to acquire
any particular investments, but can provide no assurance that the tax treatment
of investments held by the Portfolio will not be subject to change. A
shareholder otherwise subject to U.S. federal income taxes may, subject to
certain limitations, be entitled to claim a credit or deduction for U.S. federal
income tax purposes for his or her proportionate share of such foreign taxes
paid by the Portfolio. See "U.S. Federal Income Taxes."

            Although a Portfolio may value its assets in terms of U.S. Dollars,
the Portfolios do not intend to convert their holdings of foreign currencies
into U.S. Dollars on a daily basis. A Portfolio will do so from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (commonly known as the "spread") between the
price at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency to a Portfolio at one rate, while offering
a lesser rate of exchange should that Portfolio desire to resell that currency
to the dealer. Investors should understand that the expense ratio of a fund
investing in foreign securities may be higher than investment companies
investing only in domestic securities since, among other things, the cost of
maintaining the custody of foreign securities is higher and the purchase and
sale of portfolio securities may be subject to higher transaction charges, such
as stamp duties and turnover taxes.

            For many foreign securities, there are U.S. Dollar-denominated
American Depositary Receipts ("ADRs") which are traded in the U.S. on exchanges
or over-the-counter and are issued by domestic banks or trust companies and for
which market quotations are readily available. 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,
a Portfolio can avoid currency risks which might occur during the settlement
period for either purchases or sales. A Portfolio may purchase foreign
securities directly, as well as through ADRs.





            Foreign Currency Transactions. A Portfolio may invest 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 a 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 a 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 a 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, a 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 a 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 a 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.

            If the value of the foreign currencies in which a Portfolio receives
income falls relative to the U.S. Dollar between receipt of the income and the
making of Portfolio distributions, a Portfolio may be required to liquidate
securities in order to make distributions if a 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 a 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, a Portfolio may engage in certain currency
hedging transactions, which themselves, involve certain special risks.

            Risks of Forward Currency Exchange Contracts, Foreign Currency
Futures Contracts and Options thereon, Options on Foreign Currencies and
Over-the-Counter Options on Securities. Transactions in forward currency
exchange contracts, as well as futures and options on foreign currencies, are
subject to all of the correlation, liquidity and other risks outlined above. In
addition, however, such transactions are subject to the risk of governmental
actions affecting trading in or the prices of currencies underlying such
contracts, which could restrict or eliminate trading and could have a
substantial adverse effect on the value of positions held by a Portfolio. In
addition, the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

            Further, unlike trading in most other types of instruments, there is
no systematic reporting of last sale information with respect to the foreign
currencies underlying contracts thereon. As a result, the available information
on which trading decisions will be based may not be as complete as the
comparable data on which a Portfolio makes investment and trading decisions in
connection with other transactions. Moreover, because the foreign currency
market is a global, twenty-four hour market, events could occur on that market
but will not be reflected in the forward, futures or options markets until the
following day, thereby preventing the Portfolio from responding to such events
in a timely manner.

            Settlements of exercises of over-the-counter forward currency
exchange contracts or foreign currency options generally must occur within the
country issuing the underlying currency, which in turn requires traders to
accept or make delivery of such currencies in conformity with any U.S. or
foreign restrictions and regulations regarding the maintenance of foreign
banking relationships and fees, taxes or other charges.

            Unlike transactions entered into by a Portfolio in futures contracts
and exchange-traded options, options on foreign currencies, forward currency
exchange contracts and over-the-counter options on securities and securities
indices may not be traded on contract markets regulated by the Commodity Futures
Trading Commission ("CFTC") or (with the exception of certain foreign currency
options) the Commission. Such instruments are instead traded through financial
institutions acting as market-makers, although foreign currency options are also
traded on certain national securities exchanges, such as the Philadelphia Stock
Exchange and the Chicago Board Options Exchange, that are subject to Commission
regulation. In an over-the-counter trading environment, many of the protections
afforded to exchange participants will not be available. For example, there are
no daily price fluctuation limits, and adverse market movements could therefore
continue to an unlimited extent over a period of time. Although the purchaser of
an option cannot lose more than the amount of the premium plus related
transaction costs, this entire amount could be lost. Moreover, the option writer
could lose amounts substantially in excess of the initial investment due to the
margin and collateral requirements associated with such positions.

            In addition, over-the-counter transactions can be entered into only
with a financial institution willing to take the opposite side, as principal, of
a Portfolio's position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Portfolio.
Where no such counterparty is available, it will not be possible to enter into a
desired transaction. There also may be no liquid secondary market in the trading
of over-the-counter contracts, and the Portfolio could be required to retain
options purchased or written, or forward currency exchange contracts entered
into, until exercise, expiration or maturity. This in turn could limit the
Portfolio's ability to profit from open positions or to reduce losses
experienced, and could result in greater losses.

            Further, over-the-counter transactions are not subject to the
guarantee of an exchange clearinghouse, and a Portfolio will therefore be
subject to the risk of default by, or the bankruptcy of, the financial
institution serving as its counterparty. The Portfolio will enter into an
over-the-counter transaction only with parties whose creditworthiness has been
reviewed and found to be satisfactory by the Adviser.

            Transactions in over-the-counter options on foreign currencies are
subject to a number of conditions regarding the commercial purpose of the
purchaser of such option. A Portfolio is not able to determine at this time
whether or to what extent additional restrictions on the trading of
over-the-counter options on foreign currencies may be imposed at some point in
the future, or the effect that any such restrictions may have on the hedging
strategies to be implemented by them.

            Options on foreign currencies traded on national securities
exchanges are within the jurisdiction of the Commission, as are other securities
traded on such exchanges. As a result, many of the protections provided to
traders on organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option positions entered into
on a national securities exchange are cleared and guaranteed by the Options
Clearing Corporation ("OCC"), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a national securities
exchange may be more readily available than in the over-the-counter market,
potentially permitting a Portfolio to liquidate open positions at a profit prior
to exercise or expiration, or to limit losses in the event of adverse market
movements.

            The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market movements,
the margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, if the OCC determines that
foreign governmental restrictions or taxes would prevent the orderly settlement
of foreign currency option exercises, or would result in undue burdens on the
OCC or its clearing member, the OCC may impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.



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


                            INVESTMENT RESTRICTIONS

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

            Fundamental Investment Policies. The following investment
restrictions may not be changed without approval by the vote of (1) 67% or more
of the shares of that Portfolio represented at a meeting at which more than 50%
of the outstanding shares are present in person or by proxy or (2) more than 50%
of the outstanding shares of that Portfolio, whichever is less. As a fundamental
policy, a Portfolio:

            (a) may not 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 a
      policy 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) may not 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) may not 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) may not 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) may purchase or sell commodities or options thereon to the
extent permitted by applicable law; and

            (f) may not 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 of 1933, as amended (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:

--------
(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.

      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.

Non-Fundamental Investment Policies
-----------------------------------

            As a matter of non-fundamental policy, each Portfolio has adopted a
policy that provides that the Portfolio may not purchase securities on margin,
except (i) as otherwise provided under rules adopted by 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.








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

                             MANAGEMENT OF THE FUND

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

Board of Directors Information
------------------------------


            Certain information concerning the Directors is set forth below.

                                                               OTHER PUBLIC
                                                   PORTFOLIOS  COMPANY
                                                   IN FUND     DIRECTORSHIPS
                              PRINCIPAL            COMPLEX     HELD
                              OCCUPATION(S)        OVERSEEN    BY DIRECTOR
NAME, ADDRESS*, AGE AND       DURING PAST FIVE     BY          IN THE PAST
(YEAR FIRST ELECTED**)        YEARS OR LONGER      DIRECTOR    FIVE YEARS
-----------------------       ----------------     ----------  --------------
INDEPENDENT DIRECTORS

Chairman of the Board
William H. Foulk, Jr., #, ##  Investment Adviser      97       None
78                            and an Independent
(1990)                        Consultant since
                              prior to 2006.
                              Previously, he was
                              Senior Manager of
                              Barrett Associates,
                              Inc., a registered
                              investment adviser.
                              He was formerly
                              Deputy Comptroller
                              and Chief
                              Investment Officer
                              of the State of New
                              York and, prior
                              thereto, Chief
                              Investment Officer
                              of the New York
                              Bank for Savings.
                              He has served as a
                              director or trustee
                              of various
                              AllianceBernstein
                              Funds since 1983
                              and has been
                              Chairman of the
                              AllianceBernstein
                              Funds and of the
                              Independent
                              Directors Committee
                              of such Funds since
                              2003.

John H. Dobkin, #             Independent             96       None
69                            Consultant since
(1992)                        prior to 2006.
                              Formerly, President
                              of Save Venice,
                              Inc. (preservation
                              organization) from
                              2001 - 2002; Senior
                              Advisor from June
                              1999 - June 2000
                              and President of
                              Historic Hudson
                              Valley (historic
                              preservation) from
                              December 1989 - May
                              1999.  Previously,
                              Director of the
                              National Academy of
                              Design. He has
                              served as a
                              director or trustee
                              of various
                              AllianceBernstein
                              Funds since 1992.

Michael J. Downey, #          Private Investor        96       Asia Pacific
67                            since prior to Fund,             Inc. and
(2005)                        2006.  Formerly,                 The Merger Fund
                              managing partner of              since prior to
                              Lexington Capital,               2006, and
                              LLC (investment                  Prospect
                              advisory firm) from              Acquisition
                              December 1997 until              Corp. (financial
                              December 2003.                   services) from
                              From 1987 until                  2007 until 2009
                              1993, Chairman and
                              CEO of Prudential
                              Mutual Fund
                              Management,
                              director of the
                              Prudential Mutual
                              Funds and member of
                              the Executive
                              Committee of
                              Prudential
                              Securities Inc. He
                              has served as a
                              director or trustee
                              of the
                              AllianceBernstein
                              Funds since 2005.

D. James Guzy, #              Chairman of the         96       Cirrus Logic
75                            Board of PLX                     Corporation
(2005)                        Technology                       (semi-conductors)
                              (semi-conductors)                and PLX
                              and of SRC                       Technology, Inc.
                              Computers Inc.,                  (semi-conductors)
                              with which he has                since prior to
                              been associated                  2006 and Intel
                              since prior to                   Corporation
                              2006. He was a                   (semi-conductors)
                              director of Intel                since prior to
                              Corporation                      2006 until 2008
                              (semi-conductors)
                              from 1969 until
                              2008, and served as
                              Chairman of the
                              Finance Committee
                              of such company for
                              several years until
                              May 2008. He has
                              served as a
                              director or trustee
                              of one or more of
                              the Alliance-
                              Bernstein Funds
                              since 1982.

Nancy P. Jacklin, #           Professorial            96       None
62                            Lecturer at the
(2006)                        Johns Hopkins
                              School of Advanced
                              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 New
                              York; and member of
                              the Council on
                              Foreign Relations.
                              She has served as a
                              director or trustee
                              of the
                              AllianceBernstein
                              Funds since 2006.

Garry L. Moody, #             Independent             96       None
59                            Consultant.
(2008)                        Formerly, Partner,
                              Deloitte & Touche
                              LLP (1995-2008)
                              where he held a
                              number of senior
                              positions,
                              including Vice
                              Chairman, and U.S.
                              and Global
                              Investment
                              Management Practice
                              Managing Partner;
                              President, Fidelity
                              Accounting and
                              Custody Services
                              Company
                              (1993-1995); and
                              Partner, Ernst &
                              Young LLP
                              (1975-1993), where
                              he served as the
                              National Director
                              of Mutual Fund Tax
                              Services. He 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        96       Xilinx, Inc.
69                            since prior to                   (programmable
(2005)                        2006. Interim CEO                logic
                              of MEMC Electronic               semi-conductors)
                              Materials, Inc.                  and MEMC
                              (semi-conductor and              Electronic
                              solar cell                       Materials, Inc.
                              substrates) from                 (semi-conductor
                              November 2008 until              and solar cell
                              March 2009. He was               substrates) since
                              Chairman and CEO of              prior to 2006
                              Dupont Photomasks,
                              Inc. (components of
                              semi-conductor
                              manufacturing),
                              2003-2005, and
                              President and CEO,
                              2005-2006, after
                              the company was
                              acquired and
                              renamed Toppan
                              Photomasks, Inc.
                              He has served as a
                              director or trustee
                              of one or more of
                              the
                              AllianceBernstein
                              Funds since 1992.

Earl D. Weiner, #             Of Counsel, and         96       None
71                            Partner prior to
(2007)                        January 2007, of
                              the law firm
                              Sullivan & Cromwell
                              LLP and member of
                              ABA Federal
                              Regulation of
                              Securities
                              Committee Task
                              Force to draft
                              editions of the
                              Fund Director's
                              Guidebook. He has
                              served as a
                              director or trustee
                              of the
                              AllianceBernstein
                              Funds since 2007
                              and is Chairman of
                              the Governance and
                              Nominating
                              Committee of most
                              of the Funds.

INTERESTED DIRECTOR
Robert M. Keith +, ++         Senior Vice             97       None
1345 Avenue of the Americas,  President of
New York, NY 10105            Adviser+++ and head
50                            of AllianceBernstein
                              Investments, Inc.
                              ("ABI")+++ since
                              July 2008; Director
                              of ABI 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
                              the Adviser's
                              institutional
                              investment
                              management business
                              since 2004.  Prior
                              thereto, Managing
                              Director and Head of
                              North American
                              Client Service and
                              Sales in the
                              Adviser's
                              institutional
                              investment
                              management business,
                              with which he had
                              been associated
                              since prior to 2004.


------
*     The address for each of the Fund's independent Directors is c/o
      AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
      Americas, New York, NY 10105.
**    There is no stated term of office for the Fund's Directors.




#     Member of the Audit Committee, the Governance and Nominating Committee and
      the Independent Directors Committee.
##    Member of the Fair Value Pricing Committee.
+     Mr. Keith became a Director of the Fund as of December 16, 2010.
++    Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the
      1940 Act, of the Fund due to his position as a Senior Vice President of
      the Adviser.
+++   The Adviser and ABI are affiliates of the Fund.




            The business and affairs of the Fund are managed under the direction
of 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 conducts a similar review in connection with the proposed nomination
of current Directors for re-election by stockholders at any annual or special
meeting of stockholders. 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 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 stockholders. 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. Additional 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 trustee or
director of the Fund, is provided in the table above and in the next paragraph.

            Among other attributes and qualifications 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
the Fund's independent registered public accounting firm, and to exercise
effective business judgment in the performance of their duties as Directors. In
addition to his or her service as a Director of the Fund and other
AllianceBernstein Funds as noted in the table above: Mr. Dobkin has experience
as an executive of a number of organizations and served as Chairman of the Audit
Committee of many of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey
has experience in the investment advisory business including as Chairman and
Chief Executive Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Controller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), has served as Chairman of the AllianceBernstein Funds and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of the
Finance Committee of a large public technology company; Ms. Jacklin has
experience as a financial services regulator including as U.S. Executive
Director of the International Monetary Fund, which is responsible for ensuring
the stability of the international monetary system, and as a financial services
lawyer in private practice; Mr. Keith has experience as an executive of the
Adviser with responsibility for, among other things, the AllianceBernstein
Funds; Mr. Moody has experience as a certified public accountant including
experience as Vice Chairman and U.S. and Global Investment Management Practice
Partner for a major accounting firm, is a member of the governing council of an
organization of independent directors of mutual funds, and has served as
Chairman of the Audit Committee of most of the AllianceBernstein Funds since
2008; Mr. Turner has experience as a director (including as Chairman and Chief
Executive officer of a number of companies) and as a venture capital investor
including prior service as general partner of three institutional venture
capital partnerships; and Mr. Weiner has experience as a securities lawyer whose
practice includes registered investment companies and as Chairman, director or
trustee of a number of boards, and has served as Chairman of the Governance and
Nominating Committee of most of the AllianceBernstein Funds since 2007. The
disclosure herein of a director's experience, qualifications, attributes and
skills does not impose on such director any duties, obligations, or liability
that are greater than the duties, obligations and liability imposed on such
director as a member of the Board and any committee thereof in the absence of
such experience, qualifications, attributes and skills.

            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 typically 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 Value Pricing 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 Global Heads of Investment Risk and Trading Risk 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 Board has four standing committees -- 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 during the Fund's
most recently completed fiscal year.

            The Board has adopted a charter for its Governance and Nominating
Committee, which is available at www.alliancebernstein.com (click on
AllianceBernstein Mutual Fund Investors then U.S. then Investment
Products/Mutual Funds/Equity). Pursuant to the charter of the Governance and
Nominating Committee, the Committee assists the Board in carrying out its
responsibilities with respect to governance of the Fund and identifies,
evaluates, selects and nominates candidates for the Board. The Committee may
also set standards or qualifications for Directors and reviews at least annually
the performance of each Director, taking into account factors such as attendance
at meetings, adherence to Board policies, preparation for and participation at
meetings, commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by the Fund's current Board members, officers,
the Adviser, stockholders and other appropriate sources.

            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 prior to 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 no 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 or Director. When assessing a candidate for
nomination, the Committee considers whether the individual's background, skills,
and experience will complement the background, skills, and experience of other
nominees and will contribute to the diversity of the Board. .


            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 owned in 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 OF EQUITY
                               DOLLAR RANGE OF          SECURITIES IN THE
                               EQUITY SECURITIES        ALLIANCEBERNSTEIN
                               IN THE FUND AS OF        FUND COMPLEX AS OF
                               DECEMBER 31, 2010*       DECEMBER 31, 2010
                               ------------------       -----------------

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
Robert M. Keith**                     None                    None
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.


**    Mr. Keith became a Director of the Fund as of December 16, 2010. For
      information presented as of December 31, 2010, with respect to Mr. Keith,
      unvested interests in certain deferred compensation plans, including the
      Partners Compensation Plan are not included.


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       See above.
50                         Executive Officer

Philip L. Kirstein,        Senior Vice President     Senior Vice President and
66                         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 2003.

Robert Alster,             Vice President            Senior Vice President of
50                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Bruce K. Aronow,           Vice President            Senior Vice President of
44                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Joseph G. Carson,          Vice President            Senior Vice President of
59                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Frank V. Caruso,           Vice President            Senior Vice President of
54                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Maria R. Cona,             Vice President            Vice President of the
56                                                   Adviser,** with which she
                                                     has been associated since
                                                     prior to 2006.

Henry S. D'Auria,          Vice President            Senior Vice President of
49                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Paul J. DeNoon,            Vice President            Senior Vice President of
49                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Edward J. Dombrowski,      Vice President            Vice President of the
33                                                   Adviser,** with which he
                                                     has been associated since
                                                     prior to 2006.

Joseph R. Elegante,        Vice President            Senior Vice President of
39                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Sharon E. Fay,             Vice President            Senior Vice President of
50                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2006.

Thomas J. Fontaine,        Vice President            Senior Vice President of
45                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Eric J. Franco,            Vice President            Senior Vice President of
51                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

John Giaquinta,            Vice President            Assistant Vice President of
47                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

William A. Johnston,       Vice President            Senior Vice President of
49                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Shawn E. Keegan,           Vice President            Vice President of the
39                                                   Adviser,** with which he
                                                     has been associated since
                                                     prior to 2006.

N. Kumar Kirpalani,        Vice President            Senior Vice President of
57                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Samantha S. Lau,           Vice President            Senior Vice President of
38                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2006.

Dokyoung Lee,              Vice President            Senior Vice President of
45                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Jason P. Ley,              Vice President            Senior Vice President of
38                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

James W. MacGregor,        Vice President            Senior Vice President of
43                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Alison M. Martier,         Vice President            Senior Vice President of
54                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2006.

Christopher W. Marx,       Vice President            Senior Vice President of
43                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Teresa Marziano,           Vice President            Senior Vice President of
56                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2006.

Seth J. Masters,           Vice President            Senior Vice President of
51                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 200.

Joel J. McKoan,            Vice President            Senior Vice President of
53                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.


Christopher H. Nikolich,   Vice President            Senior Vice President of
41                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Raymond J. Papera,         Vice President            Senior Vice President of
55                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Joseph G. Paul,            Vice President            Senior Vice President of
51                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Douglas J. Peebles,        Senior Vice President     Senior Vice President of
45                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

John D. Phillips,          Vice President            Senior Vice President of
64                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

David F. Randell,          Vice President            Senior Vice President of
47                                                   the Adviser,** since 2007.
                                                     Prior thereto, he was a
                                                     principal of GTCR Golden
                                                     Rauner LLC.

Amy P. Raskin,             Vice President            Senior Vice President of
39                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2006.

Patrick J. Rudden,         Vice President            Senior Vice President of
48                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Kevin F. Simms,            Vice President            Senior Vice President of
45                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Tassos M. Stassopoulos,    Vice President            Senior Vice President of
41                                                   the 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 since
                                                     prior to 2005.

Prashant Tewari,           Vice President            Vice President of the
39                                                   Adviser** since October
                                                     2005. Prior thereto, he was
                                                     an engagement manager at
                                                     McKinsey & Company since
                                                     prior to 2006.

Christopher M. Toub,       Vice President            Senior Vice President of
51                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Wen-Tse Tseng,             Vice President            Vice President of the
45                                                   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 2006.

P. Scott Wallace,          Vice President            Senior Vice President of
46                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Andrew J. Weiner,          Vice President            Senior Vice President of
42                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Greg J. Wilensky,          Vice President            Senior Vice President of
43                                                   the Adviser,** with which
                                                     he has been associated
                                                     since prior to 2006.

Diane Won,                 Vice President            Senior Vice President of
39                                                   the Adviser,** with which
                                                     she has been associated
                                                     since prior to 2005. Prior
                                                     thereto, she was a senior
                                                     case leader at Monitor
                                                     Group since prior to 2006.

Catherine A. Wood,         Vice President            Senior Vice President of
45                                                   the Adviser, ** with which
                                                     she has been associated
                                                     since prior to 2006.

Vadim Zlotnikov,           Vice President            Senior Vice President of
49                                                   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
                                                     2006.

Joseph J. Mantineo,        Treasurer and             Senior Vice President of
52                         Chief Financial           ABIS,**  with which he has
                           Officer                   been associated since prior
                                                     to 2006.

Emilie D. Wrapp,           Secretary                 Senior Vice President,
55                                                   Assistant General Counsel
                                                     and Assistant Secretary of
                                                     ABI,** with which she has
                                                     been associated since prior
                                                     to 2006.

Phyllis J. Clarke,         Controller                Vice President of ABIS,**
50                                                   with which she has been
                                                     associated since prior to
                                                     2006.



--------


*     The address for each of the Fund's Officers is 1345 Avenue of the
      Americas, New York, NY 10105.
**    The Adviser, ABI and ABIS are affiliates of the Fund.

            The Fund 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, 2010, the aggregate compensation paid to each of the
Directors during calendar year 2010 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. Each of the Directors
is a director or trustee of one or more registered investment companies in the
AllianceBernstein Fund Complex.


                                                                   Total Number
                                                                   of
                                                    Total Number   Investment
                                                    of Registered  Portfolios
                                                    Investment     in the
                                                    Companies in   Alliance-
                                      Total         the Alliance-  Bernstein
                                      Compensation  Bernstein      Fund
                                      From the      Fund Complex   Complex,
                                      Alliance-     Including the  Including
                                      Bernstein     Fund, as to    the Fund, as
                        Aggregate     Fund          which the      to which the
                        Compensation  Complex,      Director is    Director is
                        From          Including     Director or    a Director
Name of Director        the Fund      the Fund      Trustee        or Trustee
----------------        ------------  -----------   -------------  ------------


John H. Dobkin           $5,609        $236,900         33             96
Michael J. Downey        $5,609        $236,900         33             96
William H. Foulk, Jr.    $10,577       $482,300         34             97
D. James Guzy            $5,609        $236,900         33             96
Nancy P. Jacklin         $5,609        $236,900         33             96
Robert M. Keith*         $0            $0               34             97
Garry L. Moody           $6,445        $264,900         33             96
Marshall C. Turner, Jr.  $5,609        $236,900         33             96
Earl D. Weiner           $6,034        $254,900         33             96

-------
*     Mr. Keith became a Director of the Fund as of December 16, 2010.



            As of April 4, 2011, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.

The 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. The Adviser is an
investment adviser registered 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, 2010, totaling
approximately $478 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, 2010, 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, 2010, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as
follows:


             AXA and its subsidiaries                    60.9%
             Holding                                     37.4
             Unaffiliated holders                         1.7
                                                     ----------------
                                                        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 61.4% economic interest in the Adviser
as of December 31, 2010.

            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, Inc. ("AXA Financial") is a wholly-owned subsidiary of AXA. Equitable
is an indirect wholly-owned subsidiary of AXA Financial.

Advisory Agreement and Expenses
-------------------------------

            The Adviser serves as investment manager and adviser of each of the
Portfolios, continuously furnishes an investment program for each Portfolio, and
manages, supervises and conducts the affairs of each Portfolio, subject to the
oversight of the Board.

            Under the Advisory Agreement, the Adviser furnishes advice and
recommendations with respect to the Portfolios' portfolios of securities and
investments, and provides persons satisfactory to the Board to act as officers
of the Fund. Such officers or employees may be employees of the Adviser or of
its affiliates.

            The Adviser is, under each Portfolio's Advisory Agreement,
responsible for certain expenses incurred by the Portfolios, including, for
example, office facilities and certain administrative services, and any expenses
incurred in promoting the sale of shares of the Portfolios (other than the
portion of the promotional expenses borne by the Portfolios in accordance with
an effective plan pursuant to Rule 12b-1 under the 1940 Act, and the costs of
printing prospectuses of the Fund and other reports to shareholders and fees
related to registration with the Commission and with state regulatory
authorities).

            Any material amendment to the Advisory Agreement must be approved by
the vote of a majority of the outstanding securities of the relevant Portfolio
and by the vote of a majority of the Directors who are not interested persons of
the Fund or the Adviser. The Advisory Agreement is terminable without penalty on
60 days' written notice by a vote of a majority of the outstanding voting
securities of each Portfolio, by a vote of a majority of the 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 became effective on July 22, 1992. 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 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 Advisory Agreement was amended as of July 22, 1996 to provide for
the addition of the AllianceBernstein Small Cap Growth Portfolio. The Advisory
Agreement was amended as of December 31, 1996 to provide for the addition of the
AllianceBernstein Real Estate Investment Portfolio. 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 Advisory Agreement was
amended as of May 1, 2004 to provide for the addition of the AllianceBernstein
Balanced Wealth Strategy Portfolio.

            The Advisory Agreement continues in effect with respect to each
Portfolio, 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 Advisory
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 4-6, 2010, August
3-5, 2010 and November 2-4, 2010.

            The Fund has, under the Advisory Agreement, assumed obligation to
payment of 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,
2010.


PORTFOLIO                                                       AMOUNT RECEIVED
---------                                                       ---------------


AllianceBernstein Money Market Portfolio                              $0*
AllianceBernstein Intermediate Bond Portfolio                       $75,915
AllianceBernstein Large Cap Growth Portfolio                        $71,180
AllianceBernstein Growth and Income Portfolio                       $72,511
AllianceBernstein Growth Portfolio                                  $70,235
AllianceBernstein International Growth Portfolio                    $70,886
AllianceBernstein Global Thematic Growth Portfolio                  $70,917
AllianceBernstein Small Cap Growth Portfolio                        $70,968
AllianceBernstein Real Estate Investment Portfolio                  $73,999
AllianceBernstein International Value Portfolio                     $71,951
AllianceBernstein Small/Mid Cap Value Portfolio                     $69,371
AllianceBernstein Value Portfolio                                   $71,710
AllianceBernstein Balanced Wealth Strategy Portfolio                $72,218

-------
*     The entire amount of $76,408 was waived voluntarily.

            For services rendered by the Adviser under the Advisory Agreement,
the Portfolios paid the Adviser, effective September 7, 2004, the annual
percentage rates of the average daily NAV as listed below.


                                            CONTRACTUAL FEE, AS A PERCENTAGE OF
                                                 THE PORTFOLIO'S AGGREGATE
PORTFOLIO                                                NET ASSETS
---------                                   -----------------------------------

AllianceBernstein Money Market Portfolio    .45 of 1% of the first $2.5 billion,
                                            .40 of 1% of the excess over $2.5
                                            billion up to $5 billion and .35 of
                                            1% of the excess over $5 billion

AllianceBernstein Intermediate Bond         .45 of 1% of the first $2.5 billion,
Portfolio                                   .40 of 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 Growth          .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 Growth and Income         .55 of 1% of the first $2.5 billion,
Portfolio                                   .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 International Growth      .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 Growth Portfolio          .75 of 1% of the first $2.5 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 Global Thematic Growth    .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 Small Cap Growth          .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 Investment    .55 of 1% of the first $2.5 billion,
Portfolio                                   .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 International Value       .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 Small/Mid Cap Value       .75 of 1% of the first $2.5 billion,
Portfolio                                   .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 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 Strategy  .55 of 1% of the first $2.5 billion,
Portfolio                                   .45 of 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, 2012 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

                                                    2008            $240,868
                                                    2009            $146,179
                                                    2010            $0

AllianceBernstein Intermediate Bond
Portfolio

                                                    2008            $721,746
                                                    2009            $757,228
                                                    2010            $756,946

AllianceBernstein Large Cap Growth
Portfolio

                                                    2008            $4,335,070
                                                    2009            $2,923,096
                                                    2010            $3,074,645

AllianceBernstein Growth and Income
Portfolio

                                                    2008            $8,731,033
                                                    2009            $5,444,254
                                                    2010            $5,452,055

AllianceBernstein Growth Portfolio

                                                    2008            $1,048,116
                                                    2009            $679,394
                                                    2010            $716,734

AllianceBernstein International Growth
Portfolio

                                                    2008            $1,370,445
                                                    2009            $1,064,253
                                                    2010            $1,406,212

AllianceBernstein Global Thematic Growth
Portfolio

                                                    2008            $1,519,235
                                                    2009            $1,207,404
                                                    2010            $1,437,042

AllianceBernstein Small Cap Growth
Portfolio

                                                    2008            $378,731
                                                    2009            $238,970
                                                    2010            $314,995

AllianceBernstein Real Estate Investment
Portfolio

                                                    2008            $316,942
                                                    2009            $201,881
                                                    2010            $378,158

AllianceBernstein Small/Mid Cap Value
Portfolio

                                                    2008            $2,913,406
                                                    2009            $2,447,211
                                                    2010            $3,552,405

AllianceBernstein Value Portfolio

                                                    2008            $1,557,699
                                                    2009            $1,085,102
                                                    2010            $1,135,415

AllianceBernstein International Value
Portfolio

                                                    2008            $18,913,851
                                                    2009            $13,880,117
                                                    2010            $11,570,726

AllianceBernstein Balanced Wealth Strategy
Portfolio

                                                    2008            $1,410,343
                                                    2009            $2,339,309
                                                    2010            $2,985,277






            The amounts received in the table above 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
                                                           2008     $        0
                                                           2009     $  148,518*
                                                           2010     $  247,180**

AllianceBernstein Balanced Wealth Strategy Portfolio
                                                           2008     $   33,502
                                                           2009     $        0
                                                           2010     $        0

--------

*     Voluntary waiver excludes administrative fee waiver.
**    Voluntary waiver excludes administrative fee waiver. The Adviser
      reimbursed the Portfolio an additional amount of $14,095 in 2010 for
      certain of its non-advisory expenses.


            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 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
Equity Income 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
Unconstrained Bond Fund, Inc., Sanford C. Bernstein Fund, Inc., Sanford C.
Bernstein Fund II, Inc., The AllianceBernstein Pooling Portfolios and The
AllianceBernstein Portfolios, 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, 2010.


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

                        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           89      $22,710,000,000         1         $16,000,000
Shawn E. Keegan          46      $10,070,000,000        None           None
Alison M. Martier        45      $ 9,828,000,000        None           None
Douglas J. Peebles      121      $25,741,000,000         1         $16,000,000
Greg J. Wilensky        107      $12,970,000,000         1         $16,000,000


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

                        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-
Portfolio Manager    Managed        Managed        based Fees     based Fees
-----------------    ----------  ---------------   ------------   ------------


Paul J. DeNoon          102      $31,931,000,000        4         $1,325,000,000
Shawn E. Keegan          46      $10,070,000,000      None             None
Alison M. Martier        42      $   250,000,000      None             None
Douglas J. Peebles      150      $45,314,000,000        4         $1,325,000,000
Greg J. Wilensky         85      $ 2,917,000,000        4         $1,325,000,000


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                     Total          Total          Other          Other
                     Number of      Assets of      Accounts       Accounts
                     Other          Other          Managed with   with
                     Accounts       Accounts       Performance-   Performance-
Portfolio Manager    Managed        Managed        based Fees     based Fees
-----------------    ----------  ---------------   ------------   ------------


Paul J. DeNoon          227      $33,434,000,000         6        $2,794,000,000
Shawn E. Keegan         187      $52,289,000,000         4        $2,105,000,000
Alison M. Martier        78      $ 6,329,000,000         1        $  130,000,000
Douglas J. Peebles      406      $86,459,000,000        10        $5,069,000,000
Greg J. Wilensky        175      $10,795,000,000         2        $  815,000,000



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. David F. Randell, Mr. P. Scott Wallace, Mr.
Joseph R. Elegante and Mr. Jason P. Ley 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, 2010.


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

                        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          51     $5,706,000,000        None            None
David F. Randell          51     $5,706,000,000        None            None
Joseph R. Elegante        51     $5,706,000,000        None            None
Jason P. Ley              51     $5,706,000,000        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-
Portfolio Manager    Managed        Managed        based Fees     based Fees
-----------------    ----------  ---------------   ------------   ------------


P. Scott Wallace         49      $521,000,000         None            None
David F. Randell         49      $521,000,000         None            None
Joseph R. Elegante       49      $521,000,000         None            None
Jason P. Ley             49      $521,000,000         None            None


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                  Total
                                                   Number of      Assets of
                     Total          Total          Other          Other
                     Number of      Assets of      Accounts       Accounts
                     Other          Other          Managed with   with
                     Accounts       Accounts       Performance-   Performance-
Portfolio Manager    Managed        Managed        based Fees     based Fees
-----------------    ----------  ---------------   ------------   ------------


P. Scott Wallace      32,528     $16,916,000,000       None           None
David F. Randell      32,528     $16,916,000,000       None           None
Joseph R. Elegante    32,528     $16,916,000,000       None           None
Jason P. Ley          32,528     $16,916,000,000       None           None


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, 2010.


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

                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                Number of          Total Assets
                                                Registered         of Registered
                                                Investment         Investment
                          Total Assets of       Companies          Companies
Total Number of           Registered            Managed with       Managed with
Registered Investment     Investment            Performance-       Performance-
Companies Managed         Companies Managed     based Fees         based Fees
-----------------         -----------------     -------------      ------------


       6                    $3,684,000,000          None               None


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

                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                Number of          Total Assets
                                                Pooled             of Pooled
                                                Investment         Investment
                          Total Assets          Vehicles           Vehicles
Total Number of           of Pooled             Managed with       Managed with
Pooled Investment         Investment            Performance-       Performance-
Vehicles Managed          Vehicles Managed      based Fees         based Fees
-----------------         -----------------     ------------       -------------


       2                    $11,000,000             None               None


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                              Number               Total Assets
                                              of Other             of Other
                          Total Assets of     Accounts Managed     Accounts with
Total Number of Other     Other Accounts      with Performance-    Performance-
Accounts Managed          Managed             based Fees           based Fees
---------------------     ---------------     -----------------    -------------


      21                    $777,000,000          None                  None


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. Frank V. Caruso 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, 2010.




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

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


Frank V. Caruso         6        $4,594,000,000         None           None
Vadim Zlotnikov        68        $8,917,000,000         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-
Portfolio Manager   Managed        Managed          based Fees     based Fees
-----------------   ----------   ---------------    ------------   ------------


Frank V. Caruso        2         $    11,000,000        None           None
Vadim Zlotnikov      170         $10,075,000,000         6         $299,000,000


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

                                 OTHER ACCOUNTS

--------------------------------------------------------------------------------
                                                                   Total
                                                    Number of      Assets of
                    Total          Total            Other          Other
                    Number of      Assets of        Accounts       Accounts
                    Other          Other            Managed with   with
                    Accounts       Accounts         Performance-   Performance-
Portfolio Manager   Managed        Managed          based Fees     based Fees
-----------------   ----------   ---------------    ------------   ------------


Frank V. Caruso        21         $   777,000,000        None          None
Vadim Zlotnikov       289         $13,686,000,000         21      $1,701,000,000


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 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, 2010.


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

                        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        $2,047,000,000         None           None
Amy P. Raskin           3        $1,290,000,000         None           None
Joseph G. Carson        3        $1,290,000,000         None           None
Vadim Zlotnikov        68        $8,808,000,000         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-
Portfolio Manager   Managed        Managed          based Fees     based Fees
-----------------   ----------   ---------------    ------------   ------------


Catherine D. Wood     41         $  3,923,000,000       None           None
Amy P. Raskin         41         $  3,923,000,000       None           None
Joseph G. Carson      41         $  3,923,000,000       None           None
Vadim Zlotnikov      170         $ 10,075,000,000        6          $299,000,000


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

                                 OTHER ACCOUNTS

--------------------------------------------------------------------------------
                                                                   Total
                                                    Number of      Assets of
                    Total          Total            Other          Other
                    Number of      Assets of        Accounts       Accounts
                    Other          Other            Managed with   with
                    Accounts       Accounts         Performance-   Performance-
Portfolio Manager   Managed        Managed          based Fees     based Fees
-----------------   ----------   ---------------    ------------   ------------


Catherine D. Wood     119         $  1,302,000,000       None          None
Amy P. Raskin         114         $    729,000,000       None          None
Joseph G. Carson      114         $    729,000,000       None          None
Vadim Zlotnikov       289         $ 13,686,000,000        21      $1,701,000,000



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, 2010.


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

                        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        76        $45,379,000,000        None           None
Dokyoung Lee           60        $23,889,000,000        None           None
Thomas J. Fontaine     16        $ 7,744,000,000        None           None
Christopher H.
 Nikolich              16        $ 7,744,000,000        None           None
Patrick J. Rudden      70        $39,732,000,000        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-
Portfolio Manager   Managed        Managed          based Fees     based Fees
-----------------   ----------   ---------------    ------------   ------------

Seth J. Masters      448         $13,673,000,000         13        $634,000,000
Dokyoung Lee         443         $13,357,000,000         13        $634,000,000
Thomas J. Fontaine    12         $ 4,146,000,000        None           None
Christopher H.
 Nikolich             12         $ 4,146,000,000        None           None
Patrick J. Rudden    448         $13,673,000,000         13        $634,000,000

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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                                 Total
                                                  Number of      Assets of
                    Total        Total            Other          Other
                    Number of    Assets of        Accounts       Accounts
                    Other        Other            Managed with   with
                    Accounts     Accounts         Performance-   Performance-
Portfolio Manager   Managed      Managed          based Fees     based Fees
-----------------   ----------  --------------    ------------   ------------
Seth J. Masters        149      $30,896,000,000        131       $27,393,000,000
Dokyoung Lee           100      $18,884,000,000         82       $15,380,000,000
Thomas J. Fontaine    None           None              None           None
Christopher H.
Nikolich              None           None              None           None
Patrick J. Rudden      145      $38,765,000,000        145       $30,765,000,000




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. Christopher M. Toub, Mr.
Tassos M. Stassopoulos, Mr. William A. Johnston, and Mr. Robert Alster 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, 2010.


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

                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------

                                                   Number of      Total Assets
                       Total          Total        Registered     of 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
-----------------      ----------  --------------  -------------  -------------


Christopher M. Toub      55        $5,524,000,000    None             None
Tassos M.
Stassopoulos              1        $1,743,000,000    None             None
William A. Johnston      55        $7,444,000,000    None             None
Robert Alster             3        $1,898,000,000    None             None


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

                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                   Number         Total Assets
                       Total          Total        of Pooled      of Pooled
                       Number         Assets       Investment     Investment
                       of Pooled      of Pooled    Vehicles       Vehicles
                       Investment     Investment   Managed with   Managed with
                       Vehicles       Vehicles     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      ----------  -------------   ------------   ------------


Christopher M. Toub     135       $ 6,237,000,000       6         $299,000,000
Tassos M.
Stassopoulos              3       $    42,000,000     None            None
William A. Johnston     128       $ 6,179,000,000       6         $299,000,000
Robert Alster             3       $    42,000,000     None            None


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


Christopher M. Toub      178      $12,531,000,000     24          $1,821,000,000
Tassos M.
Stassopoulos              15      $ 1,132,000,000      3          $  469,000,000
William A. Johnston      192      $14,676,000,000     26          $2,164,000,000
Robert Alster             28      $ 2,569,000,000      6          $  568,000,000


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, 2010.


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

                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------

                                                   Number of      Total Assets
                       Total          Total        Registered     of 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            46      $3,876,000,000      None           None
N. Kumar Kirpalani         43      $3,095,000,000      None           None
Samantha Lau               43      $3,095,000,000      None           None
Wen-Tse Tseng              43      $3,095,000,000      None           None


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

                        OTHER POOLED INVESTMENT VEHICLES
------------------------------------------------------------------------------

                                                   Number         Total Assets
                       Total         Total         of Pooled      of Pooled
                       Number        Assets        Investment     Investment
                       of Pooled     of Pooled     Vehicles       Vehicles
                       Investment    Investment    Managed with   Managed with
                       Vehicles      Vehicles      Performance-   Performance-
Portfolio Manager      Managed       Managed       based Fees     based Fees
-----------------      ----------    -------       ----------     ----------


Bruce K. Aronow            52      $106,000,000        None            None
N. Kumar Kirpalani         51      $104,000,000        None            None
Samantha Lau               51      $104,000,000        None            None
Wen-Tse Tseng              51      $104,000,000        None            None


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

                                 OTHER ACCOUNTS
------------------------------------------------------------------------------
                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


Bruce K. Aronow          129      $6,345,000,000       3          $376,000,000
N. Kumar Kirpalani       120      $4,990,000,000       3          $376,000,000
Samantha Lau             120      $4,990,000,000       3          $376,000,000
Wen-Tse Tseng            120      $4,990,000,000       3          $376,000,000


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, 2010.


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

                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                   Number of      Total Assets
                       Total          Total        Registered     of 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           42       $2,104,000,000      None           None
Prashant Tewari           42       $2,104,000,000      None           None
Diane Won                 42       $2,104,000,000      None           None


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

                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                   Number         Total Assets
                       Total         Total         of Pooled      of Pooled
                       Number        Assets        Investment     Investment
                       of Pooled     of Pooled     Vehicles       Vehicles
                       Investment    Investment    Managed with   Managed with
                       Vehicles      Vehicles      Performance-   Performance-
Portfolio Manager      Managed       Managed       based Fees     based Fees
-----------------      ----------  ------------    ----------     ----------


Teresa Marziano           78       $238,000,000        None           None
Prashant Tewari           78       $238,000,000        None           None
Diane Won                 78       $238,000,000        None           None


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


Teresa Marziano           4         $375,000,000       None           None
Prashant Tewari           4         $375,000,000       None           None
Diane Won                 4         $375,000,000       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, 2010.


--------
(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)
--------------------------------------------------------------------------------
                                                   Number of      Total Assets
                       Total          Total        Registered     of 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      $32,399,000,000      3         $6,848,000,000
Kevin F. Simms            205      $32,403,000,000      3         $6,848,000,000
Henry S. D'Auria          160      $30,220,000,000      3         $6,848,000,000
Eric J. Franco             71      $13,258,000,000      1         $2,129,000,000


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

                        OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------

                                                   Number         Total Assets
                       Total         Total         of Pooled      of Pooled
                       Number        Assets        Investment     Investment
                       of Pooled     of Pooled     Vehicles       Vehicles
                       Investment    Investment    Managed with   Managed with
                       Vehicles      Vehicles      Performance-   Performance-
Portfolio Manager      Managed       Managed       based Fees     based Fees
-----------------      ----------  ------------    ----------     ----------


Sharon E. Fay             327      $18,455,000,000     10         $1,334,000,000
Kevin F. Simms            341      $20,232,000,000     13         $1,392,000,000
Henry S. D'Auria          249      $18,217,000,000     10         $1,334,000,000
Eric J. Franco            122      $ 6,036,000,000      1              None


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

                                 OTHER ACCOUNTS
--------------------------------------------------------------------------------

                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


Sharon E. Fay          33,299     $80,009,000,000      62         $8,539,000,000
Kevin F. Simms         33,299     $80,009,000,000      62         $8,539,000,000
Henry S. D'Auria       33,295     $79,634,000,000      62         $8,539,000,000
Eric J. Franco            125     $16,340,000,000       8         $1,191,000,000


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, 2010.


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

                        REGISTERED INVESTMENT COMPANIES
                           (excluding the Portfolio)
--------------------------------------------------------------------------------
                                                   Number of      Total Assets
                       Total          Total        Registered     of 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     $28,328,000,000       3         $6,848,000,000
Andrew J. Weiner           60     $10,896,000,000       1         $3,915,000,000
Joseph G. Paul            150     $28,332,000,000       3         $6,848,000,000


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

                        OTHER POOLED INVESTMENT VEHICLES
---------------------------------------------------------------------------

                                                   Number         Total Assets
                       Total         Total         of Pooled      of Pooled
                       Number        Assets        Investment     Investment
                       of Pooled     of Pooled     Vehicles       Vehicles
                       Investment    Investment    Managed with   Managed with
                       Vehicles      Vehicles      Performance-   Performance-
Portfolio Manager      Managed       Managed       based Fees     based Fees
-----------------      ----------  ------------    ----------     ----------


James W. MacGregor        224     $12,258,000,000       6         $408,000,000
Andrew J. Weiner           50     $ 1,580,000,000     None            None
Joseph G. Paul            238     $14,035,000,000       9         $465,000,000


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

                                 OTHER ACCOUNTS
---------------------------------------------------------------------------

                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


James W. MacGregor      33,197    $63,320,000,000       3         $6,848,000,000
Andrew J. Weiner        32,840    $18,961,000,000       1         $3,915,000,000
Joseph G. Paul          33,197    $63,320,000,000       3         $6,848,000,000


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. Greg L. Powell 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, 2010.

--------
(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)
--------------------------------------------------------------------------------

                                                   Number of      Total Assets
                       Total          Total        Registered     of 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            150     $28,669,000,000      3          $6,848,000,000
Christopher W. Marx        60     $11,233,000,000      1          $3,915,000,000
John D. Phillips, Jr.      60     $11,233,000,000      1          $3,915,000,000
Greg L. Powell            148     $28,665,000,000      3          $6,848,000,000


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

                        OTHER POOLED INVESTMENT VEHICLES
------------------------------------------------------------------------

                                                   Number         Total Assets
                       Total         Total         of Pooled      of Pooled
                       Number        Assets        Investment     Investment
                       of Pooled     of Pooled     Vehicles       Vehicles
                       Investment    Investment    Managed with   Managed with
                       Vehicles      Vehicles      Performance-   Performance-
Portfolio Manager      Managed       Managed       based Fees     based Fees
-----------------      ----------  ------------    ----------     ----------


Joseph G. Paul            238     $14,035,000,000      9          $465,000,000
Christopher W. Marx        50     $ 1,580,000,000     None             None
John D. Phillips, Jr.      50     $ 1,580,000,000     None             None
Greg L. Powell            224     $12,258,000,000      6          $408,000,000


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

                                 OTHER ACCOUNTS
------------------------------------------------------------------------

                                                   Number
                       Total          Total        of Other       Total Assets
                       Number         Assets       Accounts       of Other
                       of Other       of Other     Managed with   Accounts with
                       Accounts       Accounts     Performance-   Performance-
Portfolio Manager      Managed        Managed      based Fees     based Fees
-----------------      -------    --------------   ----------     ----------


Joseph G. Paul          33,197   $63,320,000,000      43         $ 5,079,000,000
Christopher W. Marx     33,840   $18,961,000,000       5         $   181,000,000
John D. Phillips, Jr.   33,840   $18,961,000,000       5         $   181,000,000
Greg L. Powell          33,197   $63,320,000,000      43         $ 5,079,000,000


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 90-day 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 who 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 address 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. Prior to 2009, investment options under
the deferred awards plan include many of the same AllianceBernstein Mutual Funds
offered to mutual fund investors. Beginning in 2009, all deferred awards are in
the form of the Adviser's publicly traded equity securities. 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.


            (v) Compensation under the Adviser's Special Option Program: Under
this Program, certain investment professionals may be permitted to allocate a
portion of their deferred awards to options to buy the Adviser's publicly traded
equity securities, and to receive a two-for-one match of such allocated amount.
The determination of who may be eligible to participate in the Special Option
Program is made 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 each Portfolio of 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 is included
in the Agreement and which has been duly adopted and approved in accordance with
Rule 12b-1 adopted by the Commission under the 1940 Act (the "Plan"). In
approving the Plan, the Directors determined that there was a reasonable
likelihood that the Plan would benefit each Portfolio and its Class B
shareholders. The Adviser may from time to time and from its own funds or such
other resources as may be permitted by rules of the SEC, 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.





            The Plan will continue in effect for successive one-year periods,
provided that each such continuance is specifically approved at least annually
by a majority of the Independent Directors of the Fund who have no direct or
indirect financial interest in the operation of the Plan or in any agreement
relating to the Plan ("Qualified Directors") and by a vote of a majority of the
entire Board at a meeting called for that purpose. 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 4-6, 2010.

            All material amendments to the Plan will become effective only on
approval as specified in the preceding paragraph and the Plan may not be amended
in order to materially increase the costs that the Portfolios may bear pursuant
to the Plan without the approval of a majority of the holders of the outstanding
voting shares of the Class B shares of the Portfolios.

            The Agreement may be terminated with respect to a Portfolio at any
time on 60 days' written notice by ABI or by vote of a majority of the
outstanding voting securities of the Portfolio or Class B or by vote of a
majority of the Qualified Directors without payment of any penalty. The
Agreement will terminate automatically in the event of an assignment. The Plan
is of a type known as a "compensation plan", which means that it compensates the
distributor for services rendered even if the amount paid exceeds the
distributor's expenses.

            In the event that the Agreement is terminated by either party 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.





            During the fiscal year ended December 31, 2010, 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, $82,580 (of this amount,
the Adviser voluntarily waived $82,580 for the fiscal year ended December 31,
2010), $102,923, $538,818, $1,976,988, $148,965, $175,396, $328,056, $44,470,
$34,124, $3,527,324, $802,011, $512,092 and $1,184,285, 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 $324,025,
$292,991, $833,876, $1,530,995, $462,708, $377,819, $529,003, $389,165, $52,496,
$2,697,792, $928,345, $747,191 and $1,344,540 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, 2010, 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:




                                      Alliance      Alliance       Alliance
                       Alliance       Bernstein     Bernstein      Bernstein
                       Bernstein      Intermediate  Large Cap      Growth and
                       Money Market   Bond          Growth         Income
Category of Expense    Portfolio      Portfolio     Portfolio      Portfolio
-------------------   ----------     ----------    ----------     ----------

Advertising/
Marketing                   $58            $3            $86           $103

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other Than Current
Shareholders             $114,135       $213,032      $927,874      $2,846,904

Compensation to
Underwriters             $111,545       $98,730       $238,880       $358,966

Compensation to
Dealers                   $49,350       $42,526       $103,077       $150,538

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)                 $48,927       $41,623       $102,778       $151,471

Totals                   $324,025       $395,914     $1,372,695     $3,507,982

                                                     Alliance
                                      Alliance       Bernstein      Alliance
                       Alliance       Bernstein      Global         Bernstein
                       Bernstein      International  Thematic       Small Cap
                       Growth         Growth         Growth         Growth
Category of Expense    Portfolio      Portfolio      Portfolio      Portfolio
-------------------   ----------     ----------      ----------     ----------

Advertising/
Marketing                   $7            $137           $85            $38

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders             $338,301       $333,380      $581,532       $188,731

Compensation to
Underwriters             $146,418       $119,445      $147,470       $131,090

Compensation to
Dealers                   $63,735       $49,799        $63,818        $57,181

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)                 $63,212       $50,454        $64,153        $56,594

Totals                   $611,673      $553,215       $857,058       $433,634

                       Alliance       Alliance       Alliance
                       Bernstein      Bernstein      Bernstein      Alliance
                       Real Estate    International  Small/Mid Cap  Bernstein
                       Investment     Value          Value          Value
Category of Expense    Portfolio      Portfolio      Portfolio      Portfolio
-------------------   ----------     ----------      ----------     ---------

Advertising/
Marketing                   $19           $196           $98            $85

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders              $54,600     $5,075,835    $1,280,944       $861,536

Compensation to
Underwriters              $17,746       $623,317      $242,550       $215,766

Compensation to
Dealers                   $7,167        $260,945      $103,279        $90,330

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)                  $7,089       $264,821      $103,485        $91,566

Totals                    $86,621     $6,225,114    $1,730,356     $1,259,283


                         Alliance Bernstein
                         Balanced Wealth
Category of Expense      Strategy Portfolio
-------------------      ------------------

Advertising/
Marketing                   $         138

Printing and Mailing
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders                $   1,873,771

Compensation to
Underwriters                $     353,665

Compensation to
Dealers                     $     149,954

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)                   $     151,297

Totals                      $   2,528,825



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


                       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".


Frequent Purchase and Sales of Portfolio Shares
-----------------------------------------------

            The 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 or to identify Contractholders
engaged in such practices. 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 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 and cause a Portfolio to sell
portfolio securities at inopportune times to raise cash to accommodate
redemptions relating to short-term trading activity. 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. In addition, a Portfolio may incur
increased administrative and other expenses due to excessive or short-term
trading and increased brokerage costs.

            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 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 securities of foreign issuers 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 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"). 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 seeks 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. Insurers utilizing
omnibus account arrangements may not identify to the Fund, ABI or
AllianceBernstein Investor Services, Inc. ("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 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. 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 accounts to prohibit future purchases and exchanges of Portfolio
            shares.




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 2011, ABI's additional payments to these firms for distribution
services and educational support related to the AllianceBernstein Mutual Funds
are expected to be approximately 0.04% of the average monthly assets of the
AllianceBernstein Mutual Funds, or approximately $18 million. In 2010, ABI paid
approximately 0.04% of the average monthly assets of the AllianceBernstein
Mutual Funds, or approximately $16.5 million, for distribution services and
education support related to the AllianceBernstein Mutual Funds.


            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:


         AXA Advisors
         Genworth Financial
         Lincoln Financial Distributors
         Pacific Life Insurance Co.
         Prudential
         RiverSource Distributors
         SunLife Financial
         The Hartford
         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 of each Portfolio 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 per share 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 ("Pricing
Policies"), portfolio securities are valued at current market value or at fair
value as determined in accordance with procedures established by, and under the
general supervision of the Board. The Board has delegated to the Adviser,
subject to the Board's continuing oversight, certain of its duties with respect
to the Pricing Policies.

            Whenever possible, securities are valued based on market information
on the business day as of which the value is being determined as follows:

                (a) a security listed on the Exchange, on other national or
foreign exchange (other than securities listed on the Nasdaq Stock Exchange
("NASDAQ")), is valued at the last sale price reflected on the consolidated tape
at the close of the exchange. If there has been no sale on the relevant business
day, the security is valued at the mean of the closing bid and asked prices on
such day. If no bid or asked prices are quoted on that day, the security is
valued in good faith at fair value by, or in accordance with procedures approved
by, the Board;

                (b) a security traded on NASDAQ is valued at the NASDAQ Official
Closing Price;



                (c) a security traded on more than one exchange is valued in
accordance with paragraph (a) above by reference to the principal exchange on
which the securities are traded;


                (d) a listed put or call option is valued at the last sale
price. If there has been no sale on the relevant business day, the security is
valued at the closing bid price on that day;

                (e) a currency option is valued using third party pricing
models;

                (f) an open futures contract and any option thereon is valued at
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 relevant business
day, the security is valued at the last available closing settlement price;

                (g) a security traded in the over-the-counter market, including
a security listed on a national securities exchange whose principal market is
over-the-counter (as determined by the Adviser) is valued at the mean of the
current bid and asked prices as reported by the National Quotation Bureau or
other comparable source(s);

                (h) a right is valued at the last traded price provided by
pricing services;

                (i) a warrant is valued at the last traded price provided by
pricing services. In instances when a price can not be obtained through such
pricing services warrants will be valued using the last traded price if
available or broker bids;

                (j) a U.S. Government security and any other debt instrument
having 60 days or less remaining until maturity generally is valued at amortized
cost if its original maturity was 60 days or less, or by amortizing its fair
value as of the 61st day prior to maturity if the original term to maturity
exceeded 60 days, unless in either case the Adviser determines that this method
does not represent fair value;

                (k) a fixed-income security is valued on the basis of bid prices
provided by a pricing service when the Adviser believes that such prices reflect
the fair market value of the security. The prices provided by a pricing service
may take into account many factors, including institutional size trading in
similar groups of securities and any developments related to specific
securities. If the Adviser determines that an appropriate pricing service does
not exist for a security or prices for a security are not available from a
pricing source, the security is valued on the basis of a quoted bid price or
spread over the applicable yield curve (a bid spread) by a broker/dealer in such
security. The second highest price will be utilized whenever two or more quoted
bid prices are obtained;

                (l) a mortgage-backed or asset-backed security is valued on the
basis of bid prices obtained from pricing services or bid prices obtained from
multiple major broker-dealers in the security when the Adviser believes that
these prices reflect the market value of the security. In cases in which
broker-dealer quotes are obtained, the Adviser has procedures for using changes
in market yields or spreads to adjust, on a daily basis, a recently obtained
quoted bid price on a security. The second highest price will be utilized
whenever two or more quoted bid prices are obtained;

                (m) bank loans are valued on the basis of bid prices provided by
a pricing service;

                (n) forward and spot currency pricing is provided by pricing
services;

                (o) a swap is valued by the Adviser utilizing various external
sources to obtain inputs for variables in pricing models; and

                (p) open-end mutual funds are valued at the closing NAV per
share and closed-end funds and exchange-traded funds are valued at the closing
market price per share.





            Each Portfolio values its 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.

            Each Portfolio expects 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. A Portfolio may use fair value pricing more
frequently for securities primarily traded in non-U.S. markets because, among
other things, most foreign markets close well before each 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, a Portfolio
believes that foreign security values may be affected by events that occur after
the close of foreign securities markets. To account for this, the Portfolio may
frequently value many of its foreign equity securities using fair value prices
based on third party vendor modeling tools to the extent available.

            Subject to its oversight, the Board has delegated responsibility for
valuing that 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 a Portfolio's assets on behalf of the respective
Portfolio. The Valuation Committee values Portfolio assets as described above.

            Each Portfolio may suspend the determination of its NAV (and the
offering and sales 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 a 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 each Portfolio's NAV per share, 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 for each 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
transactions of 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.

            When consistent with the objective of obtaining best execution,
brokerage may be directed to persons or firms supplying investment information
to the Adviser. There may be occasions where the transaction cost charged by a
broker may be greater than that which another broker may charge if a Portfolio
determines in good faith that the amount of such transaction cost is reasonable
in relation to the value of the brokerage, research and statistical services
provided by the executing broker.

            Neither the Portfolios 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 a Portfolio, 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
Portfolio. 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) 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 Portfolios.

            The extent to which commissions that will be charged by
broker-dealers selected by a Portfolio may reflect an element of value for
research cannot presently be determined. To the extent that research services of
value are provided by broker-dealers with or through whom the Portfolio places
portfolio transactions, the Adviser may be relieved of expenses which it might
otherwise bear. Research services furnished by broker-dealers could be useful
and of value to the Adviser in servicing its other clients as well as the
Portfolio; on the other hand, certain research services obtained by the Adviser
as a result of the placement of portfolio brokerage of other clients could be
useful and of value to it in servicing the Portfolio.

            A Portfolio may deal in some instances in equity securities which
are not listed on a national securities exchange but are traded in the
over-the-counter market. In addition, most transactions for the
AllianceBernstein Intermediate Bond 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, a Portfolio 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
Portfolio will attempt to negotiate best execution.

            Investment decisions for a Portfolio are made independently from
those for other investment companies and other advisory accounts managed by the
Adviser. It may happen, on occasion, that the same security is held in the
portfolio of a Portfolio and one or more of such other companies or accounts.
Simultaneous transactions are likely when several funds or accounts are managed
by the same Adviser, particularly when a security is suitable for the investment
objectives of more than one of such companies or accounts. When two or more
companies or accounts managed by the Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated to the
respective companies or accounts both as to amount and price, in accordance with
a method deemed equitable to each company or account. In some cases this system
may adversely affect the price paid or received by a Portfolio or the size of
the position obtainable for the Portfolio.

            Allocations are made by the officers of a Portfolio or of the
Adviser. Purchases and sales of portfolio securities are determined by the
Adviser and are placed with broker-dealers by the order department for the
Adviser.

            The Portfolios' portfolio transactions in equity securities may
occur on foreign stock exchanges. Transactions on stock exchanges involve the
payment of brokerage commissions. On many foreign stock exchanges these
commissions are fixed. Securities traded in foreign over-the-counter markets
(including most fixed-income securities) are purchased from and sold to dealers
acting as principal. Over-the-counter transactions generally do not involve the
payment of a stated commission, but the price usually includes an undisclosed
commission or markup. The prices of underwritten offerings, however, generally
include a stated underwriter's discount. The Adviser expects to effect the bulk
of its transactions in securities of companies based in foreign countries
through brokers, dealers or underwriters located in such countries. U.S.
Government or other U.S. securities constituting permissible investments will be
purchased and sold through U.S. brokers, dealers or underwriters.

            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.
and Sanford C. Bernstein Limited, affiliates of the Adviser (the "Affiliated
Brokers"). In such instances, the placement of orders with such brokers would be
consistent with each Portfolio's objective of obtaining best execution and would
not be dependent upon the fact that the Affiliated Brokers are affiliates of the
Adviser. With respect to orders placed with the Affiliated Brokers 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 commissions paid on
investment transactions for the last three fiscal years:



                                                                     BROKERAGE
                                                                     COMMISSION
                                   FISCAL           AGGREGATE        PAID TO THE
                                 YEAR ENDED         BROKERAGE        AFFILIATED
PORTFOLIO                        DECEMBER 31     COMMISSION PAID       BROKER
---------                       ------------    ----------------      -------

AllianceBernstein Growth
Portfolio
                                    2008              $   191,505      $     973
                                    2009              $   210,790      $   3,525
                                    2010              $   138,028(1)   $     131

AllianceBernstein
Intermediate Bond Portfolio
                                    2008              $     2,190      $       0
                                    2009              $       718      $       0
                                    2010              $         0      $       0

AllianceBernstein Growth and
Income Portfolio
                                    2008              $ 5,162,851      $  62,028
                                    2009              $ 2,249,648      $ 277,188
                                    2010              $ 1,259,175(2)   $     496

AllianceBernstein Money
Market Portfolio
                                    2008              $         0      $       0
                                    2009              $         0      $       0
                                    2010              $         0      $       0
AllianceBernstein Large Cap
Growth Portfolio
                                    2008              $   600,538      $       0
                                    2009              $   500,928      $       0
                                    2010              $   535,536      $     427

AllianceBernstein Small Cap
Growth Portfolio
                                    2008              $   143,217      $     132
                                    2009              $   100,309      $       6
                                    2010              $    93,410      $     742

AllianceBernstein Real Estate
Investment Portfolio
                                    2008              $    35,469      $       0
                                    2009              $    44,435      $       0
                                    2010              $   134,670(3)   $     108

AllianceBernstein Global
Thematic Growth Portfolio
                                    2008              $   636,121      $       0
                                    2009              $   600,953      $   1,312
                                    2010              $   506,110      $      75

AllianceBernstein
International Growth
Portfolio
                                    2008              $   394,083      $       0
                                    2009              $   352,427      $       0
                                    2010              $   477,109(4)   $       0

AllianceBernstein Small/Mid
Cap Value Portfolio
                                    2008              $   428,980      $       0
                                    2009              $   474,667      $       0
                                    2010              $   668,406      $       0

AllianceBernstein Value
Portfolio
                                    2008              $   135,060      $       0
                                    2009              $   249,233      $       0
                                    2010              $   292,823      $       0

AllianceBernstein
International Value Portfolio
                                    2008              $ 2,286,217      $  25,309
                                    2009              $ 1,997,848      $   2,586
                                    2010              $ 1,897,893      $  14,801

AllianceBernstein Balanced
Wealth Strategy Portfolio
                                    2008              $   225,528      $     207
                                    2009              $   370,234      $       0
                                    2010              $   490,114(5)   $     137

--------

(1)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2010 due to more efficient trading practices.

(2)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2010 due to more efficient trading practices.

(3)   The aggregate brokerage commissions paid by the Portfolio increased
      materially in 2010 due to an increase in the Portfolio's assets.

(4)   The aggregate brokerage commissions paid by the Portfolio increased
      materially during 2010 due to a repositioning of the Portfolio's
      portfolio.

(5)   The aggregate brokerage commissions paid by the Portfolio increased
      materially in 2010 due to an increase in the Portfolio's assets.

            The following table shows the brokerage commissions allocated to
persons or firms supplying research commissions to a Portfolio or the Adviser
for the last fiscal year.


PORTFOLIO                                                       COMMISSION PAID
---------                                                       ---------------

AllianceBernstein Growth Portfolio                              $      71,323

AllianceBernstein Intermediate Bond Portfolio                   $           0

AllianceBernstein Growth and Income Portfolio                   $     628,951

AllianceBernstein Money Market Portfolio                        $           0

AllianceBernstein Large Cap Growth Portfolio                    $     236,490

AllianceBernstein Small Cap Growth Portfolio                    $      45,961

AllianceBernstein Real Estate Investment Portfolio              $      87,413

AllianceBernstein Global Thematic Growth Portfolio              $     204,708

AllianceBernstein International Growth Portfolio                $     168,536

AllianceBernstein Small/Mid Cap Value Portfolio                 $     347,831

AllianceBernstein Value Portfolio                               $     148,227

AllianceBernstein International Value Portfolio                 $     678,759

AllianceBernstein Balanced Wealth Strategy Portfolio            $     226,706

            During the most recent fiscal year, the percentage of the aggregate
brokerage commission paid by each Portfolio to the Affiliated Brokers and the
percentage of each Portfolio's aggregate brokerage commissions paid to and the
aggregate dollar amount of transactions involving the payment of commissions
through the Affiliated Brokers was as follows:

                                                                % OF AGGREGATE
                                                               DOLLAR AMOUNT OF
                                                                 TRANSACTIONS
                                                                 INVOLVING THE
                                           % OF AGGREGATE         PAYMENT OF
                                        BROKERAGE COMMISSION      COMMISSIONS
                                               PAID TO              THROUGH
                                           THE AFFILIATED       THE AFFILIATED
PORTFOLIO                                      BROKERS              BROKERS
---------                               ---------------------  -----------------

AllianceBernstein Money Market                     0%                0%
Portfolio
AllianceBernstein Intermediate Bond                0%                0%
Portfolio
AllianceBernstein Large Cap Growth              0.08%                0.05%
Portfolio
AllianceBernstein Growth and Income             0.04%                0.03%
Portfolio*
AllianceBernstein Growth Portfolio              0.09%                0.15%
AllianceBernstein International Growth             0%                0%
Portfolio
AllianceBernstein Global Thematic               0.01%                0.04%
Growth Portfolio
AllianceBernstein Small Cap Growth              0.79%                1.01%
Portfolio
AllianceBernstein Real Estate                   0.08%                0.21%
Investment Portfolio
AllianceBernstein International Value           0.78%                1.06%
Portfolio
AllianceBernstein Small/Mid Cap Value              0%                0%
Portfolio
AllianceBernstein Value Portfolio                  0%                0%
AllianceBernstein Balanced Wealth               0.03%                0.08%
Strategy Portfolio


--------

*     The percentages paid to, or transactions involving payment of commissions
      through, the affiliated brokers decreased materially due to more efficient
      trading practices.

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's holdings. 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) Risk Metrics
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, an insurance
company segregated account is permitted to look-through a Portfolio to satisfy
asset diversification tests and treat its underlying securities, rather than the
Portfolio, as investments subject to certain diversification limits. A Portfolio
will be considered adequately diversified if no more than 55% of its assets are
represented by any one investment, no more than 70% of its assets are
represented by any two investments, no more than 80% of its assets are
represented by any three investments and no more than 90% of its assets are
represented by any four investments. For this purpose, all securities issued by
an issuer are treated as a single investment. 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

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

Description of the Portfolios
-----------------------------


            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.



            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.

            There will normally be no meetings of shareholders for the purpose
of electing Directors, except that, in accordance with the 1940 Act, (i) the
Fund will hold a shareholders' meeting for the election of Directors at such
time as less than a majority of the Directors holding office have been elected
by shareholders and (ii) if, as a result of a vacancy on the Board, less than
two/thirds of the Directors holding office have been elected by the
shareholders, that vacancy may only be filled by a vote of the shareholders. 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.

            Except as set forth above, the Directors shall continue to hold
office and may appoint successor directors. 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.




CLASS A SHARES
--------------
                                                          NUMBER OF      % OF
                                                          CLASS A        CLASS A
PORTFOLIO           NAME AND ADDRESS                      SHARES         SHARES
---------          -----------------                     -------        -------


AllianceBernstein   American General Life
Money Market        Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                 13,056,574    68.20%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX 77019-2116                  1,522,344     7.95%

                    Union Security Insurance Company
                    Separate Account
                    Attn: Bruce Fiedler
                    P.O. Box 64284
                    St. Paul, MN 55164-0284                 3,736,118    19.52%

AllianceBernstein   American General Life
Intermediate Bond   Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  7,346,819    81.75%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX 77019-2116                    807,176     8.98%

AllianceBernstein   Allmerica Financial Life
Large Cap Growth    Insurance & Annuity Company
                    One Security Benefit Place
                    Topeka, KS  66636-1000                    397,562     5.68%

                    American General Life
                    Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,547,269    22.12%

                    Merrill Lynch Life Insurance Company
                    ML-Life
                    4333 Edgewood Rd NE
                    Cedar Rapids, IA 52499-0001               479,316     6.85%

                    Merrill Lynch Life Insurance Company
                    ML-Retirement Plus
                    4333 Edgewood Rd NE
                    Cedar Rapids, IA  52499-0001            2,828,845    40.44%

AllianceBernstein   American General Life
Growth and Income   Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  3,179,169    28.78%

                    ING Life Insurance and Annuity
                    Company
                    Attn: ING Fund Operations
                    1 Orange Way
                    Windsor, CT 06095-4773                    844,995     7.65%

                    Lincoln Life Variable Annuity
                    1300 S Clinton St
                    Fort Wayne, IN 46802-3506               3,784,111    34.25%

AllianceBernstein   American General Life
Growth              Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,104,106    63.82%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX 77019-2116                    217,783    12.59%

AllianceBernstein   American General Life
International       Insurance Company of Delaware
Growth              Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  2,281,650    34.31%

                    Great West Life & Annuity
                    Insurance Company
                    FBO Schwab Annuities
                    Attn: Investment Div
                    8515 E Orchard Rd
                    Englewood, CO 80111-5002                  937,804    14.10%

                    The Prudential Insurance
                    Company of America
                    c/o Prubenefit Laureate
                    80 Livingston Ave Bldg
                    Roseland, NJ  07068-1753                2,531,456    38.07%

AllianceBernstein   American General Life
Global Thematic     Insurance Company of Delaware
Growth              Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,063,562    32.03%

                    Lincoln Life Variable Annuity
                    1300 S Clinton St
                    Fort Wayne, IN  46802-3506              1,277,970    38.49%

                    Merrill Lynch Life Insurance Company
                    ML-Retirement Plus
                    4333 Edgewood Rd NE
                    Cedar Rapids, IA 52499-0001               455,323    13.71%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX  77019-2116                   210,644     6.34%

AllianceBernstein   American General Life
Small Cap Growth    Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,235,350    71.05%

                    Principal Life Insurance Co
                    Attn: Individual Accounting
                    711 High Street
                    Des Moines, IA 50392-0001                 253,764    14.60%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX 77019-2116                     99,082     5.70%

AllianceBernstein   American General Life
Real Estate         Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,190,056    23.62%

                    Great West Life & Annuity
                    Insurance Company
                    FBO Schwab Annuities
                    Attn: Investment Div
                    8515 E Orchard Rd
                    Englewood, CO 80111-5002                1,166,332    23.15%

                    The Prudential Insurance
                    Company of America
                    c/o Prubenefit Laureate ROS3
                    80 Livingston Ave Bldg
                    Roseland, NJ 07068-1753                 2,344,104    46.52%

AllianceBernstein   American General Life
International Value Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,099,635    16.86%

                    AUL American Individual Variable
                    Annuity Unit
                    One American Square
                    P.O. Box 368
                    Indianapolis, IN 46206-0368               648,797     9.95%

                    Great West Life & Annuity
                    Insurance Company
                    FBO Schwab Annuities
                    Attn: Investment Div
                    8515 E Orchard Rd
                    Englewood, CO 80111-5002                  423,964     6.50%

                    Lincoln Life Variable Annuity
                    1300 S Clinton St
                    Fort Wayne, IN  46802-3506              1,049,422    16.09%

                    National Life Group
                    Sentinel Advantage
                    1 National Life Dr
                    Montpelier, VT 05604-1000                 342,088     5.24%

                    Nationwide Life Insurance Company
                    c/o IPO Portfolio Accounting
                    P.O. Box 182029
                    Columbus, OH 43218-2029                   890,566    13.65%

                    Nationwide Life Insurance Company
                    c/o IPO Portfolio Accounting
                    P.O. Box 182029
                    Columbus, OH 43218-2029                   451,992     6.93%

                    Sun Life Assurance
                    Company of Canada (U.S.)
                    Large Case Vul Separate Acct
                    Attn:  Howard Harding
                    One Sun Life Executive Park
                    Wellesley Hills, MA 02481                 437,598     6.71%

AllianceBernstein   American General Life
Small/Mid Cap Value Insurance Company of Delaware
                    Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  1,524,743    14.88%

                    AUL American Individual Variable
                    Annuity Unit
                    One American Square
                    P.O. Box 368
                    Indianapolis, IN 46206-0368               837,274     8.17%

                    Lincoln Life Variable Annuity
                    1300 S Clinton St
                    Fort Wayne, IN 46802-3506               4,835,442    47.19%

                    Nationwide Life Insurance Company
                    c/o IPO Portfolio Accounting
                    P.O. Box 182029
                    Columbus, OH 43218-2029                   664,107     6.48%

AllianceBernstein   Merrill Lynch Life Insurance Company
Value               ML - IVC Investors Series
                    4333 Edgewood Rd NE
                    Cedar Rapids, IA 52499-0001               131,319    81.62%

                    Merrill Lynch Life Insurance
                    Company of New York
                    MLNY - IVC Investors Series
                    4333 Edgewood Rd NE
                    Cedar Rapids, IA 52499-0001                25,644    15.94%

AllianceBernstein   American General Life
Balanced Wealth     Insurance Company of Delaware
Strategy            Attn: Ed Bacon
                    2727 A Allen Pkwy # 4D1
                    Houston, TX 77019-2107                  5,281,295    90.23%

                    The United States Life Insurance
                    Company In the City of New York
                    Attn: Ed Bacon
                    2727 A Allen Pkwy Mail Stop 4D-1
                    Houston, TX 77019-2116                    356,976     6.10%



CLASS B SHARES
--------------
                                                          NUMBER OF      % OF
                                                          CLASS A        CLASS A
PORTFOLIO           NAME AND ADDRESS                      SHARES         SHARES
---------          -----------------                     -------        -------


AllianceBernstein      American General Life
Money Market           Insurance Company of Delaware
                       Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107              13,251,824     50.13%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901       11,501,783     43.51%

AllianceBernstein      American Enterprise
Intermediate Bond      Life Insurance Company
                       1438-AXP
                       Minneapolis, MN 55474-0001             153,222      5.49%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999                238,286      8.54%

                       Sun Life Assurance
                       Company of Canada (U.S.)
                       Attn: James Joseph
                       P.O. Box 9133
                       Wellesley Hills, MA 02481-9133         167,044      5.98%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901        2,105,898     75.45%

AllianceBernstein      Allmerica Financial Life
Large Cap Growth        Insurance & Annuity Company
                       One Security Benefit Place
                       Topeka, KS 66636-1000                1,217,344     15.04%

                       Allstate Life Insurance Company
                       N Plaza 2775 Sanders Rd
                       Northbrook, IL 60062                   723,647      8.94%

                       American General Life
                       Insurance Company of Delaware
                       Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107                 957,622     11.83%

                       GE Life and Annuity
                       Assurance Company
                       6610 W Broad St
                       Bldg 3, 5th Floor
                       Attn: Variable Accounting
                       Richmond, VA 23230-1702                556,009      6.87%

                       Horace Mann
                       Life Insurance Company
                       Separate Account
                       Horace Mann
                       Springfield, IL 62715-0001           1,186,349     14.66%

                       Lincoln Life Variable Annuity
                       1300 S Clinton St
                       Fort Wayne, IN 46802-3506              446,760      5.52%

                       Transamerica Life Ins Co
                       FMD Operational Accounting
                       4333 Edgewood Rd NE
                       Cedar Rapids, IA 52499-0001            637,503      7.88%

AllianceBernstein      Allmerica Financial Life
Growth and Income      Insurance & Annuity Company
                       One Security Benefit Place
                       Topeka, KS 66636-1000                3,000,412      6.62%

                       Allstate Life Insurance Company
                       544 Lakeview Parkway
                       Suite L3G
                       Vernon Hills, IL 60061-1826          4,096,847      9.04%

                       American General Life
                       Insurance Company of Delaware
                       Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107               3,258,155      7.19%

                       GE Life and Annuity
                       Assurance Company
                       6610 W Broad St
                       Bldg 3, 5th Floor
                       Attn: Variable Accounting
                       Richmond, VA 23230-1702              3,668,746      8.10%

                       IDS Life Insurance Corp
                       1438 AXP Financial Ctr
                       Minneapolis, MN 55474-0014           9,539,993     21.05%

                       Lincoln Life Variable Annuity
                       1300 S Clinton St
                       Fort Wayne, IN 46802-3506            10,536,933    23.25

AllianceBernstein      Allstate Life Insurance Company
Growth                 N Plaza 2775 Sanders Rd
                       Northbrook, IL 60062                 1,299,704     43.95%

                       American General Life
                       Insurance Company of Delaware
                       Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107                 855,635     28.94%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901          438,180     14.82%

AllianceBernstein      Hartford Life and Annuity
International Growth   Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999              1,812,473     44.81%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford CT, 06104-2999                439,271     10.86%

                       Sun Life Assurance
                       Company of Canada (U.S.)
                       One Sunlife Executive Park
                       Wellesley Hills, MA 02481              793,996     19.63%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901          500,464     12.37%

AllianceBernstein      American General Life
Global Thematic        Insurance Company of Delaware
Growth                 Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107                 515,140      6.74%

                       IDS Life Insurance Co
                       222 AXP Financial Ctr
                       Minneapolis, MN  55474-0014            918,940     12.02%

                       Lincoln Life Variable Annuity
                       1300 S Clinton St
                       Fort Wayne, IN 46802-3506            3,276,605     42.85%

AllianceBernstein      Horace Mann
Small Cap Growth       Life Insurance Company
                       Separate Account
                       Horace Mann
                       Springfield, IL 62715-0001             122,173      6.31%

                       GE Life and Annuity
                       Assurance Company
                       6610 W Broad St
                       Bldg 3, 5th Floor
                       Attn: Variable Accounting
                       Richmond, VA 23230-1702              1,220,231     63.00%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901          403,128     20.81%

AllianceBernstein      Guardian Ins & Annuity Co Inc
Real Estate            3900 Burgess Pl
Investment             Bethlehem, PA 18017-9097               429,867     37.78%

                       Guardian Ins & Annuity Co Inc
                       3900 Burgess Pl
                       Bethlehem, PA 18017-9097               188,427     16.56%

                       Guardian Ins & Annuity Co Inc
                       3900 Burgess Pl
                       Bethlehem, PA 18017-9097                61,761      5.43%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901          435,529     38.28%

AllianceBernstein      GE Life and Annuity
International Value    Assurance Company
                       6610 W Broad St
                       Bldg 3, 5th Floor
                       Attn: Variable Accounting
                       Richmond, VA 23230-1702              5,747,343      6.60%

                       Hartford Life and Annuity
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999             18,275,472     20.98%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999              7,267,880      8.34%

                       IDS Life Insurance Corp
                       1438 AXP Financial Ctr
                       Minneapolis, MN 55474-0014          27,125,676     31.13%

                       Lincoln Life Variable Annuity
                       1300 S Clinton St
                       Fort Wayne, IN 46802-3506            12,511,304    14.36%

                       Sun Life Assurance
                       Company of Canada (U.S.)
                       One Sunlife Executive Park
                       Wellesley Hills, MA 02481            5,241,194      6.02%

AllianceBernstein      Allstate Life Insurance Company
Small/Mid              N Plaza 2775 Sanders Rd
Cap Value              Northbrook, IL 60062                 1,463,533      6.87%

                       Hartford Life and Annuity
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999              4,381,160     20.56%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999              1,186,129      5.57%

                       Lincoln Life Variable Annuity
                       1300 S Clinton St
                       Fort Wayne, IN 46802-3506            8,031,938     37.69%

                       Nationwide Life Insurance Company
                       c/o IPO Portfolio Accounting
                       P.O. Box 182029
                       Columbus, OH 43218-2029              2,841,117     13.33%

AllianceBernstein      American General Life
Value                  Insurance Company of Delaware
                       Attn: Ed Bacon
                       2727 A Allen Pkwy # 4D1
                       Houston, TX 77019-2107               2,192,815     10.69%

                       Hartford Life and Annuity
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT 06104-2999             10,813,545     52.71%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT  06104-2999             4,979,996     24.28%

AllianceBernstein      Hartford Life and Annuity
Balanced Wealth        Attn: UIT Operations
Strategy               P.O. Box 2999
                       Hartford, CT 06104-2999             10,282,157     22.97%

                       Hartford Life Separate
                       Attn: UIT Operations
                       P.O. Box 2999
                       Hartford, CT  06104-2999             4,176,133      9.33%

                       Separate Account A of Pacific
                       Life Insurance Company
                       700 Newport Center Drive
                       Newport Beach, CA 92660-6307        11,999,655     26.81%

                       SunAmerica Annuity and Life
                       Assurance Company
                       Attn: Variable Annuity Accounting
                       21650 Oxnard St MSC 6-7
                       Woodland Hills, CA 91367-4901        4,552,017     10.17%

                       Sunlife Assurance
                       Company of Canada (U.S.)
                       One Sunlife Executive Park
                       Wellesley Hills, MA 02481            4,869,054     10.88%



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 A.


            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, 2010 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 on Form N-CSR with the Commission on February 24, 2011. It is
available without charge upon request by calling ABIS at (800) 227-4618 or on
the Internet at www.AllianceBernstein.com.





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

                                  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 intended to maximize shareholder value. We consider ourselves
      shareholder advocates and take this responsibility very seriously.
      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 investment groups investing
      on behalf of clients in both U.S. and non-U.S. securities.

2.    PROXY POLICIES

      Our proxy voting policies are principle-based rather than rules-based. We
      adhere to a core set of principles that are described in this Statement
      and in our Proxy Voting Manual. We assess each proxy proposal in light of
      those principles. Our proxy voting "litmus test" will always be what we
      view as most likely to maximize shareholder value. We believe that
      authority and accountability for setting and executing corporate policies,
      goals and compensation should generally rest with the board of directors
      and senior management. In return, we support strong investor rights that
      allow shareholders to hold directors and management accountable if they
      fail to act in the best interests of shareholders. In addition, when a
      company engages in illegal activities or other anti-social behavior, we
      exercise our proxy voting rights considering such behavior.

      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 make voting decisions that are in 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 of directors fulfill their obligations to 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 which
            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 U.S. Securities and
            Exchange Commission ("SEC") 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 primary
            exchange on which the company's shares are traded or set forth in
            the code we determine to be best practice in the country where the
            subject company is domiciled. Finally, because we believe that
            cumulative voting in a single shareholder class structures provide a
            disproportionately large 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. However, in dual class structures (such as A&B shares) where
            the shareholders with a majority economic interest have a minority
            voting interest, we will generally vote in favor of cumulative
            voting.

      2.3.  Appointment of Auditors

            AllianceBernstein believes that the company is in the best position
            to choose its auditors, so we will generally support management's
            recommendation. However, we recognize that there are inherent
            conflicts when a company's independent auditor performs substantial
            non-audit services for the company. The Sarbanes-Oxley Act of 2002
            prohibits certain categories of services by auditors to U.S.
            issuers, making this issue less prevalent in the U.S. Nevertheless,
            in reviewing a proposed auditor, we will consider the fees paid for
            non-audit services relative to total fees and whether there are
            other reasons for us 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 management's recommendations 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 plan 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, when their purpose or effect 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 of directors should, within
            reason, be given latitude to determine the types and mix of
            compensation and benefits 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 plans
            that allow stock options to be granted with 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. In markets where
            remuneration reports are not required for all companies (for
            instance, in the U.S. such reports are required only for companies
            that received funds from the Troubled Asset Relief Program ("TARP")
            but not other companies), we will generally support shareholder
            proposals asking the board to adopt a policy (i.e., "say on pay")
            that the company's shareholders be given the opportunity to vote on
            an advisory resolution to approve the compensation committee's
            report. Although "say on pay" votes are by nature only broad
            indications of shareholder views, they do lead to more
            compensation-related dialogue between management and shareholders
            and help ensure that the important common objective of management
            and shareholders is met, which is maximizing the value of the
            company. In markets where votes to approve remuneration reports are
            required, we review the reports on a case-by-case basis. With
            respect to companies that have received governmental assistance
            through government programs such as TARP, we will generally oppose
            shareholder proposals that seek to impose greater executive
            compensation restrictions on subject companies than are required
            under the applicable program because such restrictions could create
            a competitive disadvantage for the subject company. We believe the
            SEC took appropriate steps to ensure more complete and transparent
            disclosure of executive compensation and corporate governance
            disclosure rules in 2006 and February 2010. 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 SEC 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

            These types of shareholder proposals often raise complex and
            controversial issues that may have both a financial and
            non-financial effect on the company. They reflect increasing
            shareholder concern about Socially Responsible Investing, which may
            include environmental, social and governance-related issues, as well
            as other forms of responsible investing and proxy voting. These
            proposals present a special set of challenges because, beyond
            distinctions between legal and illegal activity, perspectives on
            social good vary widely, not only across borders but also from
            shareholder to shareholder.

            Maximizing long-term shareholder value is the overriding concern in
            considering these proposals, so AllianceBernstein will review and
            analyze them on a case-by-case basis to determine what effect, if
            any, they will have on the future earnings of the company. We will
            vote against proposals that are unduly burdensome or result in
            unnecessary and excessive costs to the company with no discernable
            benefits to shareholders. 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, interested shareholder groups and
            others as necessary to discuss proxy issues. Members of the
            committees 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 be reasonably viewed as affecting) how we vote on
            the issuer's proxy. Similarly, AllianceBernstein may have a
            potentially 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 in mind. 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
            taking 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 a 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 he or she is aware of (including personal relationships) and
            any contact that he or she has 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 take reasonable steps to verify that any third party
            research service is, in fact, independent taking into account 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 recommendations in an impartial
            manner and in the best interests of our clients.

      3.3.  Proxies of Certain Non-U.S. 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 is outweighed by
            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-U.S. 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-U.S. 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

            Clients may obtain information about how we voted proxies on their
            behalf by contacting their AllianceBernstein administrative
            representative. Alternatively, clients may make a written request
            for proxy voting information to: Mark R. Manley, Senior Vice
            President & Chief Compliance Officer, AllianceBernstein L.P., 1345
            Avenue of the Americas, New York, NY 10105.

                  [ALTERNATIVE LANGUAGE FOR U.S. MUTUAL FUNDS]


            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
            SEC's web site at www.sec.gov or call AllianceBernstein at (800)
            227-4618.







SK 00250 0292 1166720 v3





                                     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. 5049 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.


                  (11)  Articles of Amendment to Articles of Incorporation of
                        the Registrant, dated March 16, 2011 and filed March 16,
                        2011 - Incorporated by reference to Exhibit (a)(11) to
                        Post-Effective Amendment No. 53 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 31, 2011.


            (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)   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.


                  (2)   Investment Advisory Agreement between Registrant and
                        AllianceBernstein L.P., dated July 22, 1992, as amended
                        as of May 1, 1997, May 1, 2001, May 1, 2003, May 1,
                        2004, September 7, 2004, May 1, 2005, August 3, 2006 and
                        April 1, 2011 - Incorporated by reference to Exhibit
                        (d)(2) to Post-Effective Amendment No. 53 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 31, 2011.



            (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 -
                  Incorporated by reference to Exhibit (g) to Post-Effective
                  Amendment No. 51 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, 2010.

            (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 Exhibits to Post-Effective
            Amendment No. 53 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 31, 2011.


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 Equity Income 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 Unconstrained Bond 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.

            (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.

                                                            POSITIONS
                            POSITIONS AND                   AND OFFICES
NAME                        OFFICES WITH UNDERWRITER        WITH REGISTRANT
------                      -------------------------       --------------------

Directors
---------

Robert M. Keith             Director and President          President and Chief
                                                            Executive Officer

Mark R. Manley              Director and Secretary

Officers
--------

Emilie D. Wrapp             Senior Vice President,          Secretary
                            Assistant General Counsel
                            and Assistant Secretary

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

Laurence H. Bertan          Senior Vice President and
                            Assistant Secretary

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

Mark A. Gessner             Senior Vice President

Kenneth L. Haman            Senior Vice President

Michael S. Hart             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

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

Guy Prochilo                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

William G. Beagle           Vice President

DeAnna D. Beedy             Vice President

Christopher M. Berenbroick  Vice President

Chris Boeker                Vice President

Brandon W. Born             Vice President

James J. Bracken            Vice President

Richard A. Brink            Vice President

Shaun D. Bromley            Vice President

Brian Buehring              Vice President

Michael A. Capella          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

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

Barbara Anne Donovan        Vice President

Robert Dryzgula             Vice President

Daniel Ennis                Vice President

Gregory M. Erwinski         Vice President

Hollie G. Fagan             Vice President

Michael J. Ferraro          Vice President

Matthew G. Fetchko          Vice President

Michael F. Foy              Vice President

Yuko Funato                 Vice President

Kevin T. Gang               Vice President

Mark C. Glatley             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

Daniel R. Hemberger         Vice President

Oliver Herson               Vice President

Lia A. Horii                Vice President

Vincent Huang               Vice President

Eric S. Indovina            Vice President

Kumar Jagdeo II             Vice President

Tina Kao                    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

Darren L. Luckfield         Vice President

Edward R. Lupo              Vice President

Todd Mann                   Vice President

Silvia Manz                 Vice President

Osama Mari                  Vice President

Russell B. Martin           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

Jennifer A. Mulhall         Vice President

John F. Multhauf            Vice President

Robert D. Nelms             Vice President

Jamie A. Nieradka           Vice President

Suzanne E. Norman           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

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

Gregory M. Rosta            Vice President and
                            Assistant Secretary

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

Orlando Soler               Vice President

Daniel L. Stack             Vice President

Jason P. Stevens            Vice President

Peter Stiefel               Vice President

Sharon Su                   Vice President

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 B. Verlingo       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

Aimee K. Alan               Assistant 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

Michael A. Bosi             Assistant Vice President

Robert A. Brazofsky         Assistant Vice President

James M. Broderick          Assistant Vive President

Erik Carell                 Assistant Vice President

Christopher J. Carrelha     Assistant Vice President

Mikhail Cheskis             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

Arend J. Elston             Assistant Vice President

Robert A. Fiorentino        Assistant Vice President

Cecilia N. Gomes            Assistant Vice President

Friederike Grote            Assistant Vice President

Joseph Haag                 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

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

David G. Mitchell           Assistant Vice President

Rachel A. Moon              Assistant Vice President

Nora E. Murphy              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

Cameron V. Polek            Assistant Vice President

Mark A. Quarno              Assistant Vice President

Heather L. Rispoli          Assistant Vice President

Jennifer B. Robinson        Assistant Vice President

Jennifer R. Rolf            Assistant Vice President

Richard A. Schwam           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

Annabelle C. Watson         Assistant Vice President

Wendy Weng                  Assistant Vice President

Jeffrey Western             Assistant Vice President

William Wielgolewski        Assistant Vice President

Colin T. Burke              Assistant Secretary

            (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 The
            Bank of New York, the Registrant's custodian, One Wall Street, New
            York, NY 10286. 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 of 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 28th day of April, 2011.


                           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 28, 2011
   -------------------------           Executive Officer
   Robert M. Keith

2. Principal Financial and
   Accounting Officer

   /s/ Joseph  J. Mantineo             Treasurer and Chief     April 28, 2011
   -------------------------           Financial Officer
       Joseph J. Mantineo

3. All of the Directors:

   John H. Dobkin*
   Michael Downey*
   William H. Foulk, Jr.*
   D. James Guzy*
   Nancy P. Jacklin*
   Robert M. Keith*
   Garry L. Moody*
   Marshall C. Turner, Jr.*
   Earl D. Weiner*

   *By: /s/ Stephen J. Laffey                                  April 28, 2011
        ---------------------
            Stephen J. Laffey
            (Attorney-in-fact)





                               INDEX TO EXHIBITS
                              ------------------


Exhibit No.       Description of Exhibits
-----------       ------------------------



(i)               Opinion and Consent of Seward & Kissel LLP


(j)               Consent of Independent Registered Public Accounting Firm



SK 00250 0292 1188956

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 28, 2011


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,
2011 and to become effective on May 2, 2011 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 1189792

EX-99.J

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial
Highlights" within each 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 11, 2011,
with respect to the financial statements of AllianceBernstein Balanced Wealth
Strategy Portfolio, AllianceBernstein Growth Portfolio, AllianceBernstein Growth
& Income Portfolio, AllianceBernstein Global Thematic Growth Portfolio,
AllianceBernstein Intermediate Bond Portfolio, 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 Value Portfolio, each a series of AllianceBernstein Variable
Product Series Fund, Inc., for the fiscal year ended December 31, 2010, which
are incorporated by reference in the Post-Effective Amendment No. 54 to the
Registration Statement (Form N-1A No. 33-18647) of AllianceBernstein Variable
Products Series Fund, Inc.


/s/ Ernst & Young LLP

New York, New York
April 25, 2011