485BPOS

                   As filed with the Securities and Exchange
                         Commission on April 26, 2013


                                                             File Nos. 33-18647
                                                                       811-05398

                       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. 58 X


                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                               Amendment No. 59 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
                               901 K Street, N.W.
                                   Suite 800
                              Washington, DC 20001


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


      |_|   Immediately upon filing pursuant to paragraph (b)
      |x|   On May 1, 2013 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.









PROSPECTUS | MAY 1, 2013


AllianceBernstein Variable Products Series Fund, Inc.
Class A Prospectus

AllianceBernstein VPS

                                                          

    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                             Dynamic Asset Allocation Portfolio

    Small Cap Growth Portfolio




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

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

     [LOGO]
       AB
ALLIANCEBERNSTEIN









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




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




                                                                    Page
                                                                 

SUMMARY INFORMATION................................................   4

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  46

INVESTING IN THE PORTFOLIOS........................................  57

MANAGEMENT OF THE PORTFOLIOS.......................................  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 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                                                          .25%
                                                                        ----
Total Portfolio Operating Expenses                                      .70%
                                                                        ====
---------------------------------------------------------------------------




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


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




PORTFOLIO TURNOVER

The Portfolio pays 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 116% 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.

4





The Adviser selects securities for purchase or sale based on its assessment of
the securities' risk and return characteristics as well as the securities'
impact on the overall risk and return characteristics of the Portfolio. In
making this assessment, the Adviser takes into account various factors,
including the credit quality and sensitivity to interest rates of the
securities under consideration and of the Portfolio's other holdings.


The 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 and swaps.


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.


..  DURATION RISK: Duration is a measure that relates the expected price
   volatility of a fixed-income security to changes in interest rates. The
   duration of a fixed-income security may be shorter than or equal to full
   maturity of a fixed-income security. Fixed-income securities with longer
   durations have more risk and will decrease in price as interest rates rise.
   For example, a fixed-income security with a duration of three years will
   decrease in value by approximately 3% if interest rates increase by 1%.


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

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

..  INFLATION RISK: This is the risk that the value of assets or income from
   investments will be less in the future as inflation decreases the value of
   money. As inflation increases, the value of the Portfolio's assets can
   decline as can the value of the Portfolio's distributions. This risk is
   significantly greater if the Portfolio invests a significant portion of its
   assets in fixed-income securities with longer maturities.

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.

..  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.

                                                                             5






..  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.

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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------   ------   ------  ------  ------  ------
 3.89%   3.77%   1.98%   3.93%   4.86%   -6.38%   18.51%   9.20%   6.64%   6.05%




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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             6.05%   6.50%   5.08%
-----------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)  4.21%   5.95%   5.18%
-----------------------------------------------------------------------------



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 45 in this Prospectus.


6




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                                                          .11%
                                                                        ----
Total Portfolio Operating Expenses                                      .86%
                                                                        ====
----------------------------------------------------------------------------




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                                                            $   88
After 3 Years                                                           $  274
After 5 Years                                                           $  477
After 10 Years                                                          $1,061
------------------------------------------------------------------------------




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 primarily in equity securities of a limited number of
large, carefully selected, high-quality U.S. companies. The Portfolio invests
primarily in the domestic equity securities of companies selected by the
Portfolio's Adviser for their growth potential within various market sectors.
The Portfolio emphasizes investments in large, seasoned companies and normally
invests in approximately 50-70 companies. 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 Growth Index. While
the market capitalizations of companies in the Russell 1000 Growth Index ranged
from approximately $0.4 billion to $498 billion as of December 31, 2012, 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.

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 con-


                                                                             7





ditions, 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.

The Adviser's research focus is on companies with high sustainable growth
prospects, high or improving return on invested capital, transparent business
models, and strong and lasting competitive advantages.

The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in securities. ETFs may provide more
efficient and economical exposure to the types of companies and geographic
locations in which the Portfolio seeks to invest than direct investments.

The Portfolio may enter into derivatives transactions, such as options, futures
contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of ETFs. These transactions may be used, for example, in an
effort to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


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 net
   asset value, or 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.


..  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.

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 (%)

  03      04      05      06      07        08      09      10      11      12
------  ------  ------  ------  ------   -------  ------  ------  ------  ------
23.67%   8.62%  15.14%  -0.44%  13.92%   -39.66%  37.52%  10.10%  -3.04%  16.39%



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


BEST QUARTER WAS UP 16.90%, 1ST QUARTER 2012; AND WORST QUARTER WAS DOWN
-19.83%, 4TH QUARTER, 2008.



8




PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             16.39%  0.61%   6.10%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  15.26%  3.12%   7.52%
-----------------------------------------------------------------------------



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 2012      Senior Vice President of the Adviser

Vincent C. DuPont     Since 2012      Senior Vice President of the Adviser

John H. Fogarty       Since 2012      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             9




ALLIANCEBERNSTEIN VPS 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                                                          .05%
                                                                        ----
Total Portfolio Operating Expenses                                      .60%
                                                                        ====
----------------------------------------------------------------------------




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                                                            $ 61
After 3 Years                                                           $192
After 5 Years                                                           $335
After 10 Years                                                          $750
----------------------------------------------------------------------------




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 80% 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.

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

10




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 may enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio also invests in high-quality securities of non-U.S. issuers.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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.


..  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.


..  INDUSTRY/SECTOR RISK: Investments in a particular industry or group of
   related industries may have more risk because market or economic factors
   affecting that industry could have a significant effect on the value of the
   Portfolio's investments.


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


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

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

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

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

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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------  -------   ------  ------  ------  ------
32.50%  11.46%   4.87%  17.29%   5.12%  -40.60%   20.82%  13.09%   6.32%  17.53%



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.

                                                                             11





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             17.53%  0.28%   6.83%
-----------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  17.51%  0.59%   7.38%
-----------------------------------------------------------------------------



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 45 in this Prospectus.


12




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

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

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

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

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


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




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


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




PORTFOLIO TURNOVER

The Portfolio pays 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 83% 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 Portfolio's Adviser for their growth potential within
various market sectors. The Adviser seeks to identify companies or industries
for which other investors have underestimated earnings potential--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 managing the Portfolio, the Adviser allocates investments among broad sector
groups and selects specific investments based on the fundamental company
research conducted by the Adviser's large internal research staff, assessing
the current and forecasted investment opportunities and conditions, as well as
diversification and risk considerations. The Adviser's research focus is on
companies with high sustainable growth prospects, high or improving return on
invested capital, transparent business models, and strong and lasting
competitive advantages.

The Portfolio has the flexibility to invest across the capitalization spectrum.
The Portfolio is designed for those seeking exposure to companies of various
sizes, and typically has substantial investments in both large-capitalization
companies and mid-capitalization companies, and may also invest in
small-capitalization companies.


                                                                             13






The Portfolio may enter into derivatives transactions, such as options, futures
contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of exchange-traded funds. These transactions may be used,
for example, in an effort to earn extra income, to adjust exposure to
individual securities or markets, or to protect all or a portion of the
Portfolio's portfolio from a decline in value.


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

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


..  FOCUSED PORTFOLIO RISK: Investments in a limited number of companies may
   have more risk because changes in the value of a single security may have a
   more significant effect, either negative or positive, on the Portfolio's net
   asset value, or NAV.

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


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.

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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------  -------   ------  ------  ------  ------
35.06%  14.73%  11.97%  -1.07%  13.02%  -42.43%   33.13%  15.06%   1.24%  13.89%




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


BEST QUARTER WAS UP 15.64%, 1ST QUARTER, 2012; AND WORST QUARTER WAS DOWN
-22.09%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             13.89%  0.33%   7.03%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  15.26%  3.12%   7.52%
-----------------------------------------------------------------------------



14





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 March 2013   Senior Vice President of the Adviser

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

John H. Fogarty  Since March 2013   Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             15




ALLIANCEBERNSTEIN VPS 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                                                             .22%
                                                                           ----
Total Portfolio Operating Expenses                                         .97%
                                                                           ====
-------------------------------------------------------------------------------




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                                                             $   99
After 3 Years                                                            $  309
After 5 Years                                                            $  536
After 10 Years                                                           $1,190
-------------------------------------------------------------------------------




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 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 seek to identify companies or industries that
other investors have underestimated earnings potential--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.

Sector heads are responsible for the construction of the portfolio. This
investment team allocates the Portfolio's investments among broad sector groups
utilizing 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.


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

16





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 70-100 companies.

The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in equity securities. ETFs may
provide more efficient and economical exposure to the type of companies and
geographic locations in which the Portfolio seeks to invest than direct
investments.


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


The Portfolio may enter into other derivatives transactions, such as options,
futures contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of ETFs. These transactions may be used, for example, in an
effort to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.




                                                                             17




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 (%)

  03      04      05      06      07       08      09      10      11       12
------  ------  ------  ------  ------  -------  ------  ------  -------  ------
43.46%  24.27%  20.84%  22.04%  18.13%  -48.85%  39.58%  12.89%  -15.85%  15.54%




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, 2012)





                                                        1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------
                                                              
Portfolio                                               15.54% -4.76%   9.74%
-------------------------------------------------------------------------------
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)                                      16.41% -3.43%   8.60%
-------------------------------------------------------------------------------
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)                                      16.83% -2.89%   9.74%
-------------------------------------------------------------------------------




*The performance table includes an additional index that shows how the
 Portfolio's performance compares with an index of the equity market
 performance of developed and emerging markets.


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 2011                Senior Vice President of
                                                     the Adviser

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

 Daniel C. Roarty          Since 2012                Senior Vice President of
                                                     the Adviser

 Tassos M. Stassopoulos    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 45 in this Prospectus.


18




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 152% 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.

                                                                             19





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.


The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in equity securities. ETFs may
provide more efficient and economical exposure to the type of companies and
geographic locations in which the Portfolio seeks to invest than direct
investments.


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


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of ETFs. These transactions may be used, for example, to earn extra
income, to adjust exposure to individual securities or markets, or to protect
all or a portion of the Portfolio's portfolio from a decline in value,
sometimes within certain ranges.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.

20





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.

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 (%)

  03      04      05      06      07       08      09      10       11      12
------  ------  ------  ------  ------  -------  ------  ------  -------  ------
44.18%   5.38%   3.86%   8.64%  20.20%  -47.37%  53.49%  18.93%  -23.23%  13.52%




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


BEST QUARTER WAS UP 21.43%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-25.85%, 4TH QUARTER, 2008.


PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                                                 1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------------------------------
                                                                                       
Portfolio                                                                        13.52% -3.49%   5.61%
--------------------------------------------------------------------------------------------------------
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)                                     16.13% -1.16%   8.11%
--------------------------------------------------------------------------------------------------------



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 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 45 in this Prospectus.


                                                                             21




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


EFFECTIVE FEBRUARY 1, 2013, THE PORTFOLIO WAS CLOSED TO NEW INVESTMENTS EXCEPT
THAT CONTRACTHOLDERS OF VARIABLE PRODUCTS WITH INVESTMENT OPTIONS THAT INCLUDED
THE PORTFOLIO AS OF JANUARY 31, 2013, MAY CONTINUE TO PURCHASE SHARES OF THE
PORTFOLIO IN ACCORDANCE WITH THE PROCEDURES FOR THE PURCHASE OF SHARES IN THE
PROSPECTUS OF THE SEPARATE ACCOUNT IN WHICH THEY INVEST, INCLUDING THROUGH
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. THE PORTFOLIO MAY
(I) MAKE ADDITIONAL EXCEPTIONS THAT, IN THE ADVISER'S JUDGMENT, DO NOT
ADVERSELY AFFECT THE ADVISER'S ABILITY TO MANAGE THE PORTFOLIO; (II) REJECT ANY
INVESTMENT OR REFUSE ANY EXCEPTION, INCLUDING THOSE DETAILED ABOVE, THAT THE
ADVISER BELIEVES WILL ADVERSELY AFFECT ITS ABILITY TO MANAGE THE PORTFOLIO; AND
(III) CLOSE AND/OR REOPEN THE PORTFOLIO TO NEW OR EXISTING CONTRACTHOLDERS AT
ANY TIME.


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                                                           .43%
                                                                        -----
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 105% 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, 2012, there were approximately 4,230 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $9.3 billion. Because the Portfolio's definition of smaller
companies is dynamic, the limits on market capitalization will change with the
markets.


22





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 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
broadly diversified by sector.


The Portfolio invests primarily in equity securities but may also invest in
other types of securities, such as preferred stocks. The Portfolio may, at
times, invest in shares of exchange-traded funds, or ETFs, in lieu of making
direct investments in securities. ETFs may provide more efficient and
economical exposure to the types of companies and geographic locations in which
the Portfolio seeks to invest than direct investments. The Portfolio may also
invest up to 20% of its total assets in rights or warrants.


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

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

..  DERIVATIVES RISK: 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.

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 (%)

  03      04      05      06      07        08      09      10      11      12
------  ------  ------  ------  ------   -------  ------  ------  ------  ------
48.90%  14.55%   5.24%  10.69%  14.08%   -45.54%  41.76%  36.90%   4.46%  15.02%




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

BEST QUARTER WAS UP 20.66%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-29.52%, 4TH QUARTER, 2008.

                                                                             23





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             15.02%  4.89%   11.15%
-----------------------------------------------------------------------------
Russell 2000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  14.59%  3.49%    9.80%
-----------------------------------------------------------------------------



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      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


24




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                                                             .29%
                                                                           ----
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 110% 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 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. In
selecting real estate equity securities, the Adviser uses its fundamental and
quantitative research to seek to identify 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 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.

                                                                             25





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

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


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or NAV, may be more volatile because leverage tends to
   exaggerate the effect of changes in interest rates and any increase or
   decrease in the value of the Portfolio's investments.

..  FOREIGN (NON-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.

26






..  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.

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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  -------  -------  ------  ------  ------  ------
39.30%  35.63%  11.67%  35.23%  -14.53%  -35.68%  29.46%  26.34%   9.03%  21.19%




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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             21.19%  6.81%   12.98%
-----------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index
(reflects no deduction for fees, expenses, or taxes)  19.70%  5.74%   11.78%
-----------------------------------------------------------------------------



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
------------------------------------------------------------------------
                             
Eric J. Franco     Since 2012      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             27




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                                                             .06%
                                                                           ----
Total Portfolio Operating Expenses                                         .81%
                                                                           ====
-------------------------------------------------------------------------------




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                                                             $   83
After 3 Years                                                            $  259
After 5 Years                                                            $  450
After 10 Years                                                           $1,002
-------------------------------------------------------------------------------




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 41% 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 to be
undervalued, using a fundamental value approach. In selecting securities for
the Portfolio's portfolio, the Adviser uses its fundamental and quantitative
research to identify companies whose stocks are priced low in relation to their
perceived long-term earnings power.

The Adviser'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

28




economic growth, inflation and interest rate changes. The Adviser 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 all or a portion of its currency risk,
the Portfolio may, from time to time, invest in currency-related derivatives,
including forward currency exchange contracts, futures, options on futures,
swaps and options. The Adviser may also seek investment opportunities by taking
long or short positions in currencies through the use of currency-related
derivatives.


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments. The Portfolio may invest
in depositary receipts, instruments of supranational entities denominated in
the currency of any country, securities of multinational companies and
"semi-governmental securities", and enter into forward commitments.


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, its net asset value, or NAV, may be more volatile because
   leverage tends to exaggerate the effect of changes in interest rates and any
   increase or decrease in the value of the Portfolio's investments. The
   Portfolio may create leverage through the use of reverse repurchase
   agreements, forward commitments, or by borrowing money.

..  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.


                                                                             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 (%)

  03      04      05      06      07      08       09      10      11       12
------  ------  ------  ------  ------  -------  ------  ------  -------  ------
44.36%  25.12%  16.92%  35.38%   5.84%  -53.18%  34.68%   4.59%  -19.25%  14.53%




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, 2012)





                                                                                                  1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Portfolio                                                                                         14.53%  -9.42%  6.32%
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)
(reflects no deduction for fees, expenses, or taxes, except the reinvestment of dividends net of
non-U.S. withholding taxes)                                                                       17.32%  -3.69%  8.21%
-------------------------------------------------------------------------------------------------------------------------



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
------------------------------------------------------------------------
                             
Takeo Aso          Since 2012      Senior Vice President of the Adviser

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

Avi Lavi           Since 2012      Senior Vice President of the Adviser

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



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


30




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                                                             .07%
                                                                           ----
Total Portfolio Operating Expenses                                         .82%
                                                                           ====
-------------------------------------------------------------------------------




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                                                             $   84
After 3 Years                                                            $  262
After 5 Years                                                            $  455
After 10 Years                                                           $1,014
-------------------------------------------------------------------------------




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 50% of the average value of its
portfolio.


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


Because the Portfolio's definition of small- to mid-capitalization companies is
dynamic, the lower and upper limits on market capitalization will change with
the markets. As of December 31, 2012, there were approximately 1,798 small- to
mid-capitalization companies, representing a market capitalization range from
approximately $30 million to approximately $10.336 billion.


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

                                                                             31





In selecting securities for the Portfolio's portfolio, the Adviser 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). The Adviser 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, the Adviser'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. The Adviser
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.

The Adviser 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 enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio may invest in securities issued by non-U.S. companies.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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

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

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

..  DERIVATIVES RISK: 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.

32





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

BAR CHART

                                    [CHART]

                             Calendar Year End (%)

  03      04      05      06      07      08        09      10      11      12
------  ------  ------  ------  ------  -------   ------  ------  ------  ------
41.26%  19.30%   6.91%  14.42%   1.71%  -35.58%   42.86%  26.91%  -8.39%  18.75%




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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             18.75%  4.91%   10.29%
-----------------------------------------------------------------------------
Russell 2500(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  19.21%  4.54%   10.20%
-----------------------------------------------------------------------------
Russell 2500(R) Index*
(reflects no deduction for fees, expenses, or taxes)  17.88%  4.34%   10.49%
-----------------------------------------------------------------------------




*The performance table includes an additional index that shows how the
 Portfolio's performance compares with an index of securities similar to those
 in which the Portfolio invests.


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

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



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

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

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


ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             33




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                                                          .17%
                                                                        ----
Total Portfolio Operating Expenses                                      .72%
                                                                        ====
----------------------------------------------------------------------------




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                                                            $ 74
After 3 Years                                                           $230
After 5 Years                                                           $401
After 10 Years                                                          $894
----------------------------------------------------------------------------




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 40% 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 90-150 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.
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, the Adviser 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.


The Adviser's fundamental analysis depends heavily upon its large internal
research staff. The research staff of company and industry analysts covers a
research universe that includes the majority of the capitalization of the
Russell 1000(R) 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.


34





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 enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio may invest in securities of non-U.S. issuers.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.



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 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.


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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------  -------   ------  ------  ------  ------
28.94%  12.77%   5.74%  21.32%  -3.95%  -40.83%   21.12%  11.81%  -3.50%  15.73%




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.

                                                                             35





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             15.73% -2.20%   4.83%
-----------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  17.51%  0.59%   7.38%
-----------------------------------------------------------------------------



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

Gregory 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 45 in this Prospectus.


36




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                                                          .10%
                                                                        ----
Total Portfolio Operating Expenses                                      .65%
                                                                        ====
----------------------------------------------------------------------------




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                                                            $ 66
After 3 Years                                                           $208
After 5 Years                                                           $362
After 10 Years                                                          $810
----------------------------------------------------------------------------




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 90% 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 equity research analysts specializing in growth
research, and equity research analysts specializing in value research.


                                                                             37





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 United States. 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. components to vary in response to market
conditions, but ordinarily, only by (+/-)5% of the Portfolio's net assets.
Beyond those ranges, the Adviser will rebalance the Portfolio toward the
targeted blend. However, under extraordinary circumstances, such as when market
conditions favoring one investment style are compelling, the range may expand
to (+/-)10% of the Portfolio's net assets. The Portfolio's targeted blend may
change from time to time without notice to shareholders based on the Adviser's
assessment of underlying market conditions.

The 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 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.

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


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


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.

38





..  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.

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

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

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

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

..  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.



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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------  -------   ------  ------  ------  ------
 n/a     n/a     7.30%  13.92%   5.55%  -30.01%   24.88%  10.61%  -2.81%  13.63%




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.

                                                                             39





PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS

(For the periods ended December 31, 2012)





                                                                                   SINCE
                                                                  1 YEAR 5 YEARS INCEPTION*
-------------------------------------------------------------------------------------------
                                                                        
Portfolio                                                         13.63%  1.32%    4.66%
-------------------------------------------------------------------------------------------
S&P 500 Stock Index
(reflects no deduction for fees, expenses, or taxes)              16.00%  1.66%    4.95%
-------------------------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index**
(reflects no deduction for fees, expenses, or taxes)               4.21%  5.95%    5.57%
-------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays U.S. Aggregate Bond Index**
(reflects no deduction for fees, expenses, or taxes)              11.31%  3.81%    5.51%
-------------------------------------------------------------------------------------------




* Since inception return is from July 1, 2004.

**The performance table includes an index of fixed-income securities and
  information about the 60% S&P 500 Index/40% Barclays U.S. Aggregate Bond
  Index to show how the Portfolio's performance compares with indices of
  securities similar to those in which the Portfolio invests.


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
---------------------------------------------------------------------------------
                                      
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 45 in this Prospectus.


40




ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION 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                                                                   .70%
Other Expenses                                                                    .52%
Acquired Fund Fees and Expenses                                                   .02%
                                                                                ------
Total Portfolio Operating Expenses Before Fee Waiver and Expense Reimbursement   1.24%
                                                                                ======
Fee Waiver and Expense Reimbursement(a)                                         (.37)%
                                                                                ------
Total Portfolio Operating Expenses After Fee Waiver and Expense Reimbursement     .87%
                                                                                ======
--------------------------------------------------------------------------------------





(a)The fee waiver and expense reimbursements will remain in effect until May 1,
   2014 and will continue thereafter from year to year unless the Adviser
   provides notice of termination 60 days prior to that date.


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


                                                                         
----------------------------------------------------------------------------------
After 1 Year                                                                $   89
After 3 Years                                                               $  357
After 5 Years                                                               $  645
After 10 Years                                                              $1,467
----------------------------------------------------------------------------------




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 51% of the average value of its
portfolio.


PRINCIPAL STRATEGIES

The Portfolio invests in a globally diversified portfolio of equity and debt
securities, including exchange-traded funds ("ETFs"), and other financial
instruments, and expects to enter into derivatives transactions, such as
options, futures, forwards, or swaps to achieve market exposure. The
Portfolio's neutral weighting, from which it will make its tactical asset
allocations, is 60% equity exposure and 40% debt exposure. Within these broad
components, the Portfolio may invest in any type of security, including common
and preferred stocks, warrants and convertible securities, government and
corporate fixed-income securities, commodities, currencies, real estate-related
securities and inflation-protected securities. The Portfolio may invest in
U.S., non-U.S. and emerging market issuers. The Portfolio may invest in
securities of companies across the capitalization spectrum, including smaller
capitalization companies. The Portfolio expects its investments in fixed-income
securities to have a broad range of maturities and


                                                                             41




quality levels. The Portfolio is expected to be highly diversified across
industries, sectors and countries, and will choose its positions from several
market indices worldwide in a manner that is intended to track the performance
(before fees and expenses) of those indices.

The Adviser will continuously monitor the risks presented by the Portfolio's
asset allocation and may make frequent adjustments to the Portfolio's exposures
to different asset classes. Using its proprietary Dynamic Asset Allocation
techniques, the Adviser will adjust the Portfolio's exposure to the equity and
debt markets, and to segments within those markets, in response to the
Adviser's assessment of the relative risks and returns of those segments. For
example, when the Adviser determines that equity market volatility is
particularly low and that, therefore, the equity markets present reasonable
return opportunities, the Adviser may increase the Portfolio's equity exposure
to as much as 80%. Conversely, when the Adviser determines that the risks in
the equity markets are disproportionately greater than the potential returns
offered, the Adviser may reduce the Portfolio's equity exposure significantly
below the target percentage or may even decide to eliminate equity exposure
altogether by increasing the Portfolio's fixed-income exposure to 100%. This
investment strategy is intended to reduce the Portfolio's overall investment
risk, but may at times result in the Portfolio underperforming the markets.

The Portfolio expects to utilize derivatives and to invest in ETFs to a
significant extent. Derivatives and ETFs may provide more efficient and
economical exposure to market segments than direct investments, and the
Portfolio's market exposures may at times be achieved almost entirely through
the use of derivatives or through the investments in ETFs. Derivatives
transactions and ETFs may also be a quicker and more efficient way to alter the
Portfolio's exposure than buying and selling direct investments. As a result,
the Adviser expects to use derivatives as one of the primary tools for
adjusting the Portfolio's exposure levels from its neutral weighting. The
Adviser also expects to use direct investments and ETFs to adjust the
Portfolio's exposure levels. In determining when and to what extent to enter
into derivatives transactions or to invest in ETFs, the Adviser will consider
factors such as the relative risks and returns expected of potential
investments and the cost of such transactions. The Adviser will consider the
impact of derivatives and ETFs in making its assessment of the Portfolio's
risks.

Currency exchange rate fluctuations can have a dramatic impact on returns,
significantly adding to returns in some years and greatly diminishing them in
others. To the extent that the Portfolio invests in non-U.S. Dollar-denominated
investments, the Adviser will integrate the risks of foreign currency exposures
into its investment and asset allocation decision making. The Adviser may seek
to hedge all or a portion of the currency exposure resulting from the
Portfolio's investments. The Adviser may also seek investment opportunities
through currencies and currency-related derivatives.

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 the
   Portfolio's investments in fixed-income securities. When interest rates
   rise, the value of investments in fixed-income securities tends to fall and
   this decrease in value may not be offset by higher income from new
   investments. Interest rate risk is generally greater for fixed-income
   securities with longer maturities or durations.

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the
   counterparty to a derivatives or other contract, may be unable or unwilling
   to make timely payments of interest or principal, or to otherwise honor its
   obligations. The issuer or guarantor may default, causing a loss of the full
   principal amount of a security. The degree of risk for a particular security
   may be reflected in its credit rating. There is the possibility that the
   credit rating of a fixed-income security may be downgraded after purchase,
   which may adversely affect the value of the security. Investments in
   fixed-income securities with lower ratings tend to have a higher probability
   that an issuer will default or fail to meet its payment obligations.


..  ALLOCATION RISK: The allocation of investments among different global asset
   classes may have a significant effect on the Portfolio's net asset value, or
   NAV, when one of these asset classes is performing more poorly than others.
   As both the direct investments and derivatives positions will be
   periodically adjusted to reflect the Adviser's view of market and economic
   conditions, there will be transaction costs that may be, over time,
   significant. In addition, there is a risk that certain asset allocation
   decisions may not achieve the desired results and, as a result, the
   Portfolio may incur significant losses.


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

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

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

42





..  ETF RISK: ETFs are investment companies. When the Portfolio invests in an
   ETF, the Portfolio bears its share of the ETF's expenses and runs the risk
   that the ETF may not achieve its investment objective.

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


..  LEVERAGE RISK: When the Portfolio borrows money or otherwise leverages its
   portfolio, its NAV may be more volatile because leverage tends to exaggerate
   the effect of changes in interest rates and any increase or decrease in the
   value of the Portfolio's investments. The Portfolio may create leverage
   through the use of reverse repurchase agreements, forward commitments, or by
   borrowing money.

..  LIQUIDITY RISK: Liquidity risk exists when a particular instrument is
   difficult to purchase or sell. If a derivatives 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.


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

..  REAL ESTATE RISK: The Portfolio's investments in real estate securities have
   many of the same risks as direct ownership of real estate, including the
   risk that the value of real estate could decline due to a variety of factors
   that affect the real estate market generally. Investments in real estate
   investment trusts, or REITs, may have additional risks. REITs are dependent
   on the capability of their managers, may have limited diversification, and
   could be significantly affected by changes in taxes.

..  COMMODITY RISK: Investing in commodities and commodity-linked derivative
   instruments may subject the Portfolio to greater volatility than investments
   in traditional securities. The value of commodity-linked derivative
   instruments may be affected by overall market movements, commodity index
   volatility, changes in interest rates, or factors affecting a particular
   industry or commodity, such as drought, floods, weather, livestock disease,
   embargoes, tariffs and international economic, political and regulatory
   developments.


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


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 over the life of the Portfolio; and

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

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 (%)

  03      04      05      06      07       08       09      10      11      12
------  ------  ------  ------  ------   ------   ------  ------  ------  ------
 n/a     n/a     n/a     n/a     n/a      n/a      n/a     n/a     n/a     8.22%





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

BEST QUARTER WAS UP 5.74%, 1ST QUARTER 2012; AND WORST QUARTER WAS DOWN -2.91%,
2ND QUARTER 2012.


                                                                             43






PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the period ended December 31, 2012)





                                                                  SINCE
                                                         1 YEAR INCEPTION*
--------------------------------------------------------------------------
                                                          
Portfolio                                                 8.22%   3.12%
--------------------------------------------------------------------------
MSCI World Index
(reflects no deduction for fees, expenses, or taxes)     15.83%   2.20%
--------------------------------------------------------------------------
Barclays U.S. Treasury Index**
(reflects no deduction for fees, expenses, or taxes)      1.99%   6.78%
--------------------------------------------------------------------------
60% MSCI World Index/40% Barclays U.S. Treasury Index**
(reflects no deduction for fees, expenses, or taxes)     10.38%   4.44%
--------------------------------------------------------------------------




* Since inception return is from April 1, 2011.

**The performance table includes an index of fixed-income securities and
  information about the 60% MSCI World Index/40% Barclays U.S. Treasury Index
  to show how the Portfolio's performance compares with indices of securities
  similar to those in which the Portfolio invests.


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
-------------------------------------------------------------------------
                              
Daniel J. Loewy     Since 2011      Senior Vice President of the Adviser

Seth J. Masters     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 45 in this Prospectus.


44






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

     .   PURCHASE AND SALE OF PORTFOLIO SHARES

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

     .   TAX INFORMATION

Each Portfolio may pay income dividends or make capital gains distributions.
The income and capital gains distributions 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.

                                                                             45




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

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

DERIVATIVES

Each Portfolio may, but is not required to, use derivatives for hedging or
other 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 its investments, to replace more traditional direct investments and
to obtain exposure to otherwise inaccessible markets.

There are four principal types of derivatives--options, futures, forwards and
swaps--each of which is 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 generally is settled by physical delivery of
   the commodity or tangible asset to an agreed-upon location (rather than
   settled by cash) or is rolled forward into a new forward contract. 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 a
   standardized, exchange-traded 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

46




   protect against declines in the U.S. Dollar value of foreign currency
   denominated securities held by the Portfolio and against increases in the
   U.S. Dollar cost of securities to be acquired. The purchase of an option on
   a foreign currency may constitute an effective hedge against 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. 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.


 - Other Option Strategies. In an effort to earn extra income, to adjust
   exposure to individual securities or markets, or to protect all or a portion
   of its portfolio from a decline in value, sometimes within certain ranges, a
   Portfolio that invests in equity securities may use option strategies such
   as the concurrent purchase of a call or put option, including on individual
   securities and stock indices, futures contracts (including on individual
   securities and stock indices) or shares of ETFs at one strike price and the
   writing of a call or put option on the same individual security, stock
   index, futures contract or ETF at a higher strike price in the case of a
   call option or at a lower strike price in the case of a put option. The
   maximum profit from this strategy would result for the call options from an
   increase in the value of the individual security, stock index, futures
   contract or ETF above the higher strike price or for the put options the
   decline in the value of the individual security, stock index, futures
   contract or ETF below the lower strike price. If the price of the individual
   security, stock index, futures contract or ETF declines in the case of the
   call option or increases in the case of the put option, the Portfolio has
   the risk of losing the entire amount paid for the call or put options.


..  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
   (e.g., 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, as
   described below, the notional principal amount is used solely to calculate
   the payment stream, but is not exchanged. Rather, most swaps are entered
   into on a net basis (i.e., the two payment streams are netted out, with the
   Portfolio receiving or paying, as the case may be, only the net amount of
   the two payments). The Portfolios' investments in swap transactions include
   the following:


 - Interest Rate Swaps, Swaptions, Caps and Floors. Interest rate swaps involve
   the exchange by a Portfolio with another party of their respective
   commitments to pay or receive interest (e.g., an exchange of floating-rate
   payments for fixed-rate payments). Unless there is a counterparty default,
   the risk of loss to a Portfolio from interest rate 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. Swaptions also include options that allow an existing swap to be
   terminated or extended by one of the counterparties.

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


   Interest rate swap, swaption, cap and floor transactions may, for example,
   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.


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

                                                                             47





 - 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 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 ten years, provided that
   no credit event occurs. If a credit event occurs, a Portfolio typically must
   pay the contingent payment to the buyer, which will be either (i) the "par
   value" (face amount) of the reference obligation, in which case the
   Portfolio will receive the reference obligation in return or (ii) an amount
   equal to the difference between the par value and the current market value
   of the reference obligation. The periodic payments previously received by
   the Portfolio, coupled with the value of any reference obligation received,
   may be less than the amount it pays to the buyer, resulting in a loss to the
   Portfolio. If a Portfolio is a buyer and no credit event occurs, the
   Portfolio will lose its periodic stream of payments over the term of the
   contract. However, if a credit event occurs, the buyer typically receives
   full notional value for a reference obligation that may have little or no
   value. Credit default swaps may involve greater risks than if a Portfolio
   had invested in the reference obligation directly. Credit default swaps are
   subject to general market risk, liquidity risk and credit risk.

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

48




   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 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.



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 Investors Service, Inc. or BBB- or lower by
Standard & Poor's Ratings Services or Fitch Ratings 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
A Portfolio may invest in 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. 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 underlying unsponsored depositary receipts are not obligated to disclose
material information in the United States. Generally, depositary receipts in
registered form are designed for use in the U.S. securities markets, and
depositary receipts in bearer form are designed for use in securities markets
outside of the United States. For purposes of determining the country of
issuance, investments in depositary receipts of either type are deemed to be
investments in the underlying securities.

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

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


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


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

                                                                             49




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 Securities and Exchange Commission (the "Commission") guidelines,
each Portfolio limits its investments in illiquid securities to 15% of its 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. 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 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.


The value of IPS tends to react to changes in real interest rates. In general,
the price of IPS can fall when real interest rates rise, and can rise when real
interest rates fall. In addition, the value of IPS can fluctuate based on
fluctuations in expectations of inflation. Interest payments on IPS can be
unpredictable and will vary as the principal and/or interest is adjusted for
inflation.


INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES

A Portfolio may invest in shares of ETFs, subject to the restrictions and
limitations of the Investment Company Act of 1940 (the "1940 Act"), or any
applicable rules, exemptive orders or regulatory guidance thereunder. ETFs are
pooled investment vehicles, which may be managed or unmanaged, that generally
seek to track the performance of a specific index. ETFs will not track their
underlying indices precisely since the ETFs have expenses and may need to hold
a portion of their assets in cash, unlike the underlying indices, and the ETFs
may not invest in all of the securities in the underlying indices in the same
proportion as the indices for varying reasons. A Portfolio will incur
transaction costs when buying and selling ETF shares, and indirectly bear the
expenses of the ETFs. In addition, the market value of an ETF's shares, which
is based on supply and demand in the market for the ETF's shares, may differ
from its NAV. Accordingly, there may be times when an ETF's shares trade at a
discount to its NAV.

A Portfolio may also invest in investment companies other than ETFs, as
permitted by the 1940 Act or the rules and regulations thereunder. As with ETF
investments, if the Portfolio acquires shares in other investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. The Portfolios intend to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act.


LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, a Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions
("borrowers") 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 a Portfolio's securities lending program, all
securities loans will be secured continually by cash collateral. The loans will
be made only to borrowers deemed by the Adviser to be creditworthy, and when,
in the judgment of the Adviser, the consideration that can be earned currently
from securities loans justifies the attendant risk. The Portfolio will be
compensated for the loan from a portion of the net return from the interest
earned on cash collateral after a rebate paid to the borrower (in some cases
this rebate may be a "negative rebate", or fee paid by the borrower to the
Portfolio in connection with the loan) and payments for fees of the securities
lending agent and for certain other administrative expenses.

A Portfolio will have the right to call a loan and obtain the securities loaned
at any time on notice to the borrower within the normal and customary
settlement time for the securities. While the securities are on loan, the
borrower is obligated to pay the Portfolio amounts equal to any income or other
distributions from the securities. The Portfolio will not have the right to
vote any securities during the existence of a loan, but will have the right to
regain ownership of loaned securities in

50




order to exercise voting or other ownership rights. When the Portfolio lends
securities, its investment performance will continue to reflect changes in the
value of the securities loaned.

A Portfolio will invest cash collateral in a money market fund approved by the
Portfolio's Board of Directors (the "Board") and expected to be managed by the
Adviser, such as AllianceBernstein Exchange Reserves. Any such investment will
be at the Portfolio's risk. A Portfolio may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

A principal risk of lending portfolio securities is that the borrower will fail
to return the loaned securities upon termination of the loan and that the
collateral will not be sufficient to replace the loaned securities.

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

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


MORTGAGE-BACKED SECURITIES, OTHER ASSET-BACKED SECURITIES AND STRUCTURED
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 VPS 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 VPS
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest rated 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 VPS 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 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 securitized in structures similar
to the structures used in mortgage securitizations.


                                                                             51






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 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.


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
stock, 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 share, 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 invest the majority of their assets in
real estate mortgages and derive income from the collection of interest
payments and principal. 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.


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 AND DOLLAR ROLLS
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.

52





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

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


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


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 PRODUCTS
A Portfolio may invest in certain hybrid derivatives-type investments that
combine a traditional stock or bond with, for example, a futures contract or an
option. These investments include structured notes and indexed securities,
commodity-linked notes and commodity index-linked notes and credit-linked
securities. The performance of the structured product, which is generally a
fixed-income security, is tied (positively or negatively) to the price or
prices of an unrelated reference indicator such as a security or basket of
securities, currencies, commodities, a securities or commodities index or a
credit default swap or other kinds of swaps. The structured product may not pay
interest or protect the principal invested. The structured product or its
interest rate may be a multiple of the reference indicator and, as a result,
may be leveraged and move (up or down) more rapidly than the reference
indicator. Investments in structured products may provide a more efficient and
less expensive means of investing in underlying securities, commodities or
other derivatives, but may potentially be more volatile, less liquid and carry
greater market risk than investments in traditional securities. The purchase of
a structured product also exposes a Portfolio to the credit risk of the
structured product.

Structured notes are derivative debt instruments. The interest rate or
principal of these notes are determined by reference to an unrelated indicator
(for example, a currency, security, or indices thereof) unlike a typical note
where the borrower agrees to make fixed or floating interest payments and to
pay a fixed sum at maturity. Indexed securities may include structured notes as
well as securities other than debt securities, the interest or principal of
which is determined by an unrelated indicator.

Commodity-linked notes and commodity index-linked notes provide exposure to the
commodities markets. These are derivative securities with one or more
commodity-linked components that have payment features similar to commodities
futures contracts, commodity options, commodity indices or similar instruments.
Commodity-linked products may be either equity or debt securities, leveraged or
unleveraged, and have both security and commodity-like characteristics. A
portion of the value of these instruments may be derived from the value of a
commodity, futures contract, index or other economic variable.

A Portfolio may also invest in certain hybrid derivatives-type investments that
combine a traditional bond with certain derivatives such as a credit default
swap, an interest rate swap or other securities. These investments include
credit-linked securities. The issuers of these securities frequently are
limited purpose trusts or other special purpose vehicles that invest in a
derivative instrument or basket of derivative instruments in order to provide
exposure to certain fixed-income markets. For instance, a Portfolio may invest
in credit-linked securities as a cash management tool to gain exposure to a
certain market or to remain fully invested when more traditional
income-producing securities are not available. The performance of the
structured product, which is generally a fixed-income security, is linked to
the receipt of payments from the counterparties to the derivative instruments
or other securities. A Portfolio's investments in credit-linked securities are
indirectly subject to the risks associated with derivative instruments,
including,


                                                                             53





among others, credit risk, default risk, counterparty risk, interest rate risk
and leverage risk. These securities are generally structured as Rule 144A
securities so that they may be freely traded among institutional buyers.
However, changes in the market for credit-linked securities or the availability
of willing buyers may result in the securities becoming illiquid.


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.

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.


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 would normally 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 carrying costs of leveraged transactions, it could be necessary for
the Portfolio to liquidate certain of its investments in adverse circumstances,
potentially significantly 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 securities of foreign issuers 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 securities of foreign issuers 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 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, 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

54




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 United States.

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 securities of foreign issuers 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 Portfolios 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.


 Argentina                 Hungary                   Peru
 Belarus                   India                     Philippines
 Belize                    Indonesia                 Poland
 Brazil                    Iraq                      Russia
 Bulgaria                  Ivory Coast               Senegal
 Chile                     Jamaica                   Serbia
 China                     Jordan                    South Africa
 Colombia                  Kazakhstan                South Korea
 Croatia                   Lebanon                   Sri Lanka
 Dominican Republic        Lithuania                 Taiwan
 Ecuador                   Malaysia                  Thailand
 Egypt                     Mexico                    Turkey
 El Salvador               Mongolia                  Ukraine
 Gabon                     Nigeria                   Uruguay
 Georgia                   Pakistan                  Venezuela
 Ghana                     Panama                    Vietnam




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
derivatives 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.


                                                                             55




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 are
customarily associated with securities of more established companies. Companies
in the earlier stages of their development often have products and management
personnel that 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.

REAL ESTATE INVESTMENTS
Although the Portfolios do not invest directly in real estate, they invest in
securities of real estate companies, including, in particular,
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO. Therefore, an
investment in a Portfolio that makes such investments 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 such investments are
concentrated geographically, by property type or in certain other respects, a
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.

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 VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund") 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. Portfolios that have a policy
to invest at least 80% of their net assets in securities indicated by their
name, such as the ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO,
ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO, ALLIANCEBERNSTEIN VPS SMALL
CAP GROWTH PORTFOLIO, ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO,
and ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO, will not change such
policy without 60 days' prior written notice to shareholders. 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
The Portfolios' SAI includes a description of the policies and procedures that
apply to disclosure of each Portfolio's portfolio holdings.

56




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

HOW TO BUY AND SELL SHARES

The Portfolios offer their shares through the separate accounts of 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 Portfolios'
shares through the Insurers' 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
Insurers' 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 "Policy Regarding Short-Term Trading".

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 recordkeeping 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 2013, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $600,000. In 2012, ABI paid additional payments of approximately
$600,000 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:


  Ameriprise Financial
  ING
  Lincoln Financial
  Merrill Lynch
  Metlife Investors Group Inc.
  Morgan Stanley Smith Barney
  Ohio National Financial Services
  Pacific Life Insurance Company
  Principal Financial Group
  SunAmerica
  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

                                                                             57




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 should 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 irrespective of its investments 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.

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 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 Portfolios, through their agents,
   ABI and ABIS, maintain surveillance procedures to detect excessive or
   short-term trading in Portfolio shares. This surveillance process involves
   several factors, which include scrutinizing each 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. 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 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

58





  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 should 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.

HOW THE PORTFOLIOS VALUE THEIR SHARES

Each Portfolio's NAV is calculated at the close of regular trading on any day
the New York Stock Exchange (the "Exchange") is open (ordinarily, 4:00 p.m.,
Eastern Time, but sometimes earlier, as in the case of scheduled half-day
trading or unscheduled suspensions of trading). To calculate NAV, 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 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. More
information about the valuation of the Portfolios' assets is available in the
Portfolios' SAI.

                                                                             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,
2012, totaling more than $430 billion (of which over $83 billion represented
assets of registered investment companies sponsored by the Adviser). As of
December 31, 2012, the Adviser managed retirement assets for many of the
largest public and private employee benefit plans (including 16 of the nation's
FORTUNE 100 companies), for public employee retirement funds in 27 states and
the District of Columbia, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, there are 33
registered investment companies managed by the Adviser, comprising 120 separate
investment portfolios, with approximately 2.7 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, 2012, 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 VPS Intermediate Bond Portfolio                  .45%
AllianceBernstein VPS Large Cap Growth Portfolio                   .75%
AllianceBernstein VPS Growth and Income Portfolio                  .55%
AllianceBernstein VPS Growth Portfolio                             .75%
AllianceBernstein VPS International Growth Portfolio               .75%
AllianceBernstein VPS Global Thematic Growth Portfolio             .75%
AllianceBernstein VPS Small Cap Growth Portfolio                   .75%
AllianceBernstein VPS Real Estate Investment Portfolio             .55%
AllianceBernstein VPS International Value Portfolio                .75%
AllianceBernstein VPS Small/Mid Cap Value Portfolio                .75%
AllianceBernstein VPS Value Portfolio                              .55%
AllianceBernstein VPS Balanced Wealth Strategy
 Portfolio                                                         .55%
AllianceBernstein VPS Dynamic Asset Allocation Portfolio           .51%*




*Net of fee waiver and/or reimbursement.

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 (in the case of ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO,
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO and ALLIANCEBERNSTEIN
VPS DYNAMIC ASSET ALLOCATION PORTFOLIO) or in each Portfolio's semi-annual
report to shareholders (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 VPS 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 V. 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's 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 2008.


The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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 2008.

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 2008.




60







                                                   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 2008, 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 2008, 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 2008.





The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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 2008 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 2008. She is also Director
                                           of Research of U.S. and Global Growth
                                           Equities since 2007.

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 2008. She is also the
                                           Chief Investment Officer of Thematic
                                           Portfolios.

Vadim Zlotnikov; since 2009; Senior Vice   Senior Vice President, and Chief Market
President of the Adviser                   Strategist of the Adviser since 2010.
                                           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 2008.



The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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 2011; 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 2008.

William A. Johnston, since 2011; Senior     Senior Vice President of
Vice President of the Adviser               AllianceBernstein Limited and a Senior
                                            Vice President of the Adviser, with
                                            which he has been associated since
                                            prior to 2008.

Daniel C. Roarty; since 2012; Senior Vice   Senior Vice President of the Adviser,
President of the Adviser                    with which he has been associated
                                            since May 2011, and Technology Sector
                                            Head. Prior thereto, he was in research
                                            and portfolio management at Nuveen
                                            Investments since prior to 2008.

Tassos M. Stassopoulos; since 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 2008.



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.

                                                                             61





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:


      PORTFOLIO AND                                    PRINCIPAL OCCUPATION
       RESPONSIBLE                                   DURING THE PAST FIVE (5)
          GROUP             EMPLOYEE; YEAR; TITLE             YEARS
 -----------------------------------------------------------------------------
 AllianceBernstein VPS     Bruce K. Aronow; since    Senior Vice President of
 Growth Portfolio          March 2013; Senior Vice   the Adviser, with which
 Growth Investment Team    President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008, and U.S.
                                                     Small/SMID Cap Growth
                                                     Team Leader.

                           Frank V. Caruso; since    Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008, and U.S.
                                                     Growth Equities Team
                                                     Leader.

                           John H. Fogarty; since    Senior Vice President of
                           March 2013; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Bruce K. Aronow; since    See above.
 Small Cap Growth          2000; Senior Vice
 Portfolio                 President of the Adviser
 Small Cap Growth
 Investment Team

                           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 2008.

                           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 2008.

                           Wen-Tse Tseng; since      Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Eric J. Franco; since     Senior Vice President of
 Real Estate Investment    2012; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 REIT Senior Investment                              in a substantially
 Management Team                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Takeo Aso; since 2012;    Senior Vice President of
 International Value       Senior Vice President of  the Adviser with which
 Portfolio                 the Adviser               he has been associated
 International Value                                 since prior to 2008.
 Senior Investment
 Management Team

                           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 2008. She
                                                     is also Head of
                                                     AllianceBernstein
                                                     Equities since 2010 and
                                                     Chief Investment Officer
                                                     of Global Value Equities
                                                     since prior to 2008.

                           Avi Lavi; since 2012;     Senior Vice President of
                           Senior Vice President of  the Adviser with which
                           the Adviser               he has been associated
                                                     since prior to
                                                     2008. Global Director of
                                                     Value Research since
                                                     2012.

                           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 2008. He
                                                     is also Chief Investment
                                                     Officer of International
                                                     Value Equities since
                                                     2012 and was Co-Chief
                                                     Investment Officer of
                                                     the same service since
                                                     prior to 2008.

 AllianceBernstein VPS     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 2008. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer--Small- and
                                                     Mid-Cap Value Equities.

                           Joseph G. Paul; since     Senior Vice President of
                           2002; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2008. He
                                                     is also Chief Investment
                                                     Officer--U.S. Value
                                                     Equities. Until 2009, he
                                                     was Chief Investment
                                                     Officer--Small and
                                                     Mid-Cap Value Equities,
                                                     Co-Chief Investment
                                                     Officer of Real Estate
                                                     Investments, and Chief
                                                     Investment Officer of
                                                     Advanced Value since
                                                     prior to 2008.



62





      PORTFOLIO AND                                    PRINCIPAL OCCUPATION
       RESPONSIBLE                                   DURING THE PAST FIVE (5)
          GROUP             EMPLOYEE; YEAR; TITLE             YEARS
 -----------------------------------------------------------------------------
                           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 2008. He
                                                     is also Director of
                                                     Research--U.S. Small-
                                                     and Mid-Cap Value
                                                     Equities.

 AllianceBernstein VPS     Christopher W. Marx;      Senior Vice President of
 Value 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 2008.
 Team

                           Joseph G. Paul; since     See above.
                           2009; Senior Vice
                           President of the Adviser

                           Gregory 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 2008. 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 2008.

 AllianceBernstein VPS     Frank V. Caruso; since    See above.
 Large Cap Growth          2012; Senior Vice
 Portfolio                 President of the Adviser
 U.S. Large Cap Growth
 Investment Team

                           Vincent C. DuPont; since  Senior Vice President of
                           2012; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

                           John H. Fogarty; since    See above.
                           2012; Senior Vice
                           President of the Adviser

 AllianceBernstein VPS     Dokyoung Lee; since       Senior Vice President of
 Balanced Wealth Strategy  2008; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 Multi-Asset                                         since prior to 2008 and
 Solutions Team                                      Director of
                                                     Research--Strategic
                                                     Asset Allocation 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
                                                     since prior to 2008 and
                                                     Chief Investment Officer
                                                     of Asset Allocation and
                                                     Bernstein Global Wealth
                                                     Management.

                           Christopher H. Nikolich;  Senior Vice President of
                           since 2004; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2008, and
                                                     Head of Research and
                                                     Investment
                                                     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
                                                     since prior to 2008, and
                                                     Head of Blend
                                                     Strategies. Prior
                                                     thereto, he was Head of
                                                     Institutional Investment
                                                     Solutions within the
                                                     Blend Team.

 AllianceBernstein VPS     Daniel J. Loewy; since    Senior Vice President of
 Dynamic Asset Allocation  2011; Senior Vice         the Adviser with which
 Portfolio                 President of the Adviser  he has been associated
 Dynamic Asset Allocation                            since prior to 2008;
 Team                                                Co-Chief Investment
                                                     Officer and Director of
                                                     Research of Dynamic
                                                     Asset Allocation
                                                     Strategies.

                           Seth J. Masters; since    See above.
                           2011; Senior Vice
                           President of the Adviser



The Portfolios' SAI provides additional information about the Portfolio
Managers' compensation, other accounts managed by the Portfolio Managers, and
the Portfolio Managers' ownership of securities in the Portfolios.


PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Certain of the investment teams employed by the Adviser in managing the
ALLIANCEBERNSTEIN VPS 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 VPS 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 VPS 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 VPS BALANCED WEALTH STRATEGY PORTFOLIO'S assets.
Performance data is shown for the period during which the relevant investment
team of the Adviser managed the Equity and Fixed-Income Historical Accounts
through December 31, 2012. The aggregate assets for the Equity and Fixed-Income
Historical Accounts managed by each investment team as of December 31, 2012 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.


                                                                             63





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 VPS 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 VPS 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 VPS 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.

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 VPS
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to
the index would be reduced by the ALLIANCEBERNSTEIN VPS 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 Contractholders of 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.

These indices are described in the "Glossary" below except for the FTSE
EPRA/NAREIT Developed Global Real Estate Index ("FTSE EPRA/NAREIT Developed
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.

The performance of the ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
will be affected both by the performance of each investment team managing a
portion of the ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO'S
assets and by the Adviser's allocation of the ALLIANCEBERNSTEIN VPS 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 VPS BALANCED WEALTH STRATEGY PORTFOLIO were to perform
relatively poorly, and/or if the Adviser were to allocate more of the
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO'S portfolio to
relatively poorly performing investment teams, the performance of the
ALLIANCEBERNSTEIN VPS 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 VPS 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 VPS BALANCED WEALTH STRATEGY PORTFOLIO'S performance. The use
of methodology different from that used to calculate performance could result
in different performance data.

64





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

NET OF FEES PERFORMANCE

For periods ended December 31, 2012, with their Aggregate Assets as of
December 31, 2012





INVESTMENT TEAMS AND                   ASSETS                                       SINCE   INCEPTION
BENCHMARKS                          (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
-----------------------------------------------------------------------------------------------------
                                                                       
EQUITY
-----------------------------------------------------------------------------------------------------
US Large Cap Growth                     $537.30   15.86%  7.52%    0.39%  6.21%    12.44%*  12/31/77
Russell 1000 Growth Index                         15.26% 11.35%    3.12%  7.52%      N/A
-----------------------------------------------------------------------------------------------------
US Large Cap Value                    $2,535.90   15.60%  7.98%   -2.14%  5.37%     4.25%    3/31/99
Russell 1000 Value Index                          17.51% 10.86%    0.59%  7.38%     4.54%
-----------------------------------------------------------------------------------------------------
International Large Cap Growth          $606.60   16.11% -1.85%   -9.22%  4.44%     4.47%   12/31/90
MSCI EAFE Index                                   17.32%  3.56%   -3.69%  8.21%     4.45%
-----------------------------------------------------------------------------------------------------
International Large Cap Value           $637.00   11.22% -2.94%  -10.22%  5.89%     4.76%    3/31/01
MSCI EAFE Index                                   17.32%  3.56%   -3.69%  8.21%     4.54%
-----------------------------------------------------------------------------------------------------
Global Real Estate                    $1,192.80   29.92% 12.91%    1.48%   N/A     10.61%    9/30/03
FTSE EPRA/NAREIT Developed Index                  28.65% 13.42%    1.07%   N/A     10.35%
-----------------------------------------------------------------------------------------------------
FIXED INCOME
-----------------------------------------------------------------------------------------------------
Intermediate Duration Bonds             $300.60    5.34%  6.92%    6.41%  5.28%     6.87%   12/31/86
Barclays U.S. Aggregate Bond Index                 4.21%  6.19%    5.95%  5.18%     7.06%
-----------------------------------------------------------------------------------------------------




*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 12/31/12 were 12.41% and 10.55%, respectively.


                                                                             65




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

The Portfolios declare dividends on their shares at least annually. The income
and capital gains distributions 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
Contractholders 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 U.S. AGGREGATE BOND 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 United States.

The BARCLAYS U.S. TREASURY INDEX represents the performance of U.S. Treasuries
within the U.S. Government fixed-income market.


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.

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market
capitalization index that is designed to measure the equity performance of
developed markets excluding the United States and Canada.

MSCI WORLD INDEX is a free float-adjusted market capitalization weighted index
that is designed to measure developed-market equity performance throughout the
world.

RUSSELL 1000(R) GROWTH INDEX measures the performance of the
large-capitalization 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-capitalization 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-capitalization 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-capitalization 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 2,500 of the smallest securities based on a
combination of their market capitalization and current index membership.

RUSSELL 2500(R) VALUE INDEX measures the performance of the small- to
mid-capitalization 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-capitalization 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 a Contractholder 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, a
Contractholder'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 to Contractholders,
which is available upon request.


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



                                                                                     CLASS A
                                                                             YEAR ENDED DECEMBER 31,
                                                                2012      2011        2010        2009       2008
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Net asset value, beginning of period                         $ 12.54    $  12.39  $  11.98     $  10.50   $  11.78
                                                             -------    --------  --------     --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .33         .42       .48          .52        .51
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   .40         .38       .60         1.37      (1.22)
Contributions from Adviser                                       -0-         -0-       -0-          -0-        .00(b)
                                                             -------    --------  --------     --------   --------
Net increase (decrease) in net asset value from operations       .73         .80      1.08         1.89       (.71)
                                                             -------    --------  --------     --------   --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.58)       (.60)     (.67)        (.41)      (.57)
Distributions from net realized gain on investment
 transactions                                                   (.39)       (.05)      -0-          -0-        -0-
                                                             -------    --------  --------     --------   --------
Total dividends and distributions                               (.97)       (.65)     (.67)        (.41)      (.57)
                                                             -------    --------  --------     --------   --------
Net asset value, end of period                               $ 12.30    $  12.54  $  12.39     $  11.98   $  10.50
                                                             =======    ========  ========     ========   ========
TOTAL RETURN
Total investment return based on net asset value(c)             6.05%*+     6.64%     9.20%*      18.51%*    (6.38)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $79,104    $106,028  $119,599     $129,647   $129,111
Ratio to average net assets of:
 Expenses                                                        .70%        .65%      .68%(d)      .69%       .64%
 Net investment income                                          2.67%       3.42%     3.90%(d)     4.69%      4.72%
Portfolio turnover rate                                          116%        108%       94%         102%       106%
---------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2012, December 31,
  2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.04%, 0.01% and
  0.09%, respectively.

+ Includes the Adviser's reimbursement in respect of the Lehman Bankruptcy
  Claim, which contributed to the Portfolio's performance by .38% for the year
  ended December 31, 2012.


68





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012       2011        2010       2009       2008
-------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $  26.86  $  27.79   $  25.36     $  18.47  $  30.61
                                                             --------  --------   --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .05       .09        .07          .10       .04
Net realized and unrealized gain (loss) on investment
 transactions                                                    4.35      (.93)      2.48         6.82    (12.18)
                                                             --------  --------   --------     --------  --------
Net increase (decrease) in net asset value from operations       4.40      (.84)      2.55         6.92    (12.14)
                                                             --------  --------   --------     --------  --------
LESS: DIVIDENDS
Dividends from net investment income                             (.09)     (.09)      (.12)        (.03)      -0-
                                                             --------  --------   --------     --------  --------
Net asset value, end of period                               $  31.17  $  26.86   $  27.79     $  25.36  $  18.47
                                                             ========  ========   ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(b)*            16.39%    (3.04)%    10.10%       37.52%   (39.66)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $160,226  $166,654   $200,977     $211,940  $181,452
Ratio to average net assets of:
 Expenses                                                         .86%      .84%       .85%(c)      .88%      .84%
 Net investment income                                            .18%      .33%       .29%(c)      .47%      .17%
Portfolio turnover rate                                            94%       89%       105%          97%       89%
-------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2012, December 31,
  2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.95%,
  0.46%, 0.58%, 1.96% and 2.10%, respectively.


                                                                             69





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012      2011        2010       2009       2008
-------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                         $  18.05  $  17.19  $  15.20     $  13.10  $  26.82
                                                             --------  --------  --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .29       .27       .20          .21       .30
Net realized and unrealized gain (loss) on investment
 transactions                                                    2.86       .83      1.79         2.47     (9.77)
Contributions from Adviser                                        -0-       -0-       -0-          -0-       .00(b)
                                                             --------  --------  --------     --------  --------
Net increase (decrease) in net asset value from operations       3.15      1.10      1.99         2.68     (9.47)
                                                             --------  --------  --------     --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.32)     (.24)      -0-         (.58)     (.45)
Distributions from net realized gain on investment
 transactions                                                     -0-       -0-       -0-          -0-     (3.80)
                                                             --------  --------  --------     --------  --------
Total dividends and distributions                                (.32)     (.24)      -0-         (.58)    (4.25)
                                                             --------  --------  --------     --------  --------
Net asset value, end of period                               $  20.88  $  18.05  $  17.19     $  15.20  $  13.10
                                                             ========  ========  ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)*            17.53%     6.32%    13.09%       20.82%   (40.60)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $131,402  $138,731  $201,521     $215,085  $211,920
Ratio to average net assets of:
 Expenses                                                         .60%      .60%      .63%(d)      .63%      .62%
 Net investment income                                           1.48%     1.52%     1.30%(d)     1.58%     1.61%
Portfolio turnover rate                                            80%       76%       66%         125%      184%
-------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2012, December 31,
  2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.19%,
  0.13%, 0.27%, 0.54% and 0.46%, respectively.


70





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



                                                                                 CLASS A
                                                                         YEAR ENDED DECEMBER 31,
                                                               2012     2011      2010       2009     2008
-------------------------------------------------------------------------------------------------------------
                                                                                     
Net asset value, beginning of period                         $ 20.40  $ 20.15  $ 17.56     $ 13.19  $ 22.91
                                                             -------  -------  -------     -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a)                                  .06      .03      .03         .04     (.04)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  2.77      .22     2.61        4.33    (9.68)
                                                             -------  -------  -------     -------  -------
Net increase (decrease) in net asset value from operations      2.83      .25     2.64        4.37    (9.72)
                                                             -------  -------  -------     -------  -------
LESS: DIVIDENDS
Dividends from net investment income                            (.01)     -0-     (.05)        -0-      -0-
                                                             -------  -------  -------     -------  -------
Net asset value, end of period                               $ 23.22  $ 20.40  $ 20.15     $ 17.56  $ 13.19
                                                             =======  =======  =======     =======  =======
TOTAL RETURN
Total investment return based on net asset value(b)*           13.89%    1.24%   15.06%      33.13%  (42.43)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $25,220  $30,833  $37,198     $37,948  $33,992
Ratio to average net assets of:
 Expenses                                                       1.06%    1.00%    1.00%(c)    1.06%     .94%
 Net investment income (loss)                                    .27%     .17%     .15%(c)     .28%    (.22)%
Portfolio turnover rate                                           83%      97%     121%        197%     103%
-------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2012, December 31,
  2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.28%,
  0.07%, 0.22%, 0.41% and 0.03%, respectively.


                                                                             71





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012      2011        2010       2009       2008
------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                         $ 15.08  $ 18.42    $  16.66     $  12.52  $ 24.89
                                                             -------  -------    --------     --------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .21      .26         .18          .22      .38
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  2.12    (3.08)       1.92         4.59   (12.35)
Contributions from Adviser                                       -0-      .00(b)      -0-          -0-      .00(b)
                                                             -------  -------    --------     --------  -------
Net increase (decrease) in net asset value from operations      2.33    (2.82)       2.10         4.81   (11.97)
                                                             -------  -------    --------     --------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.28)    (.52)       (.34)        (.67)     -0-
Distributions from net realized gain on investment
 transactions                                                    -0-      -0-         -0-          -0-     (.40)
                                                             -------  -------    --------     --------  -------
Total dividends and distributions                               (.28)    (.52)       (.34)        (.67)    (.40)
                                                             -------  -------    --------     --------  -------
Net asset value, end of period                               $ 17.13  $ 15.08    $  18.42     $  16.66  $ 12.52
                                                             =======  =======    ========     ========  =======
TOTAL RETURN
Total investment return based on net asset value(c)            15.54%  (15.85)%     12.89%       39.58%  (48.85)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $97,611  $90,912    $126,339     $124,335  $80,458
Ratio to average net assets of:
 Expenses                                                        .97%     .94%        .93%(d)      .99%     .98%
 Net investment income                                          1.33%    1.53%       1.08%(d)     1.55%    1.93%
Portfolio turnover rate                                           52%      66%        104%         118%      90%
------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the year ended December 31, 2008 by 0.01%.


72





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012     2011       2010        2009       2008
------------------------------------------------------------------------------------------------------------------
                                                                                        
Net asset value, beginning of period                         $ 14.87  $ 19.47   $ 16.73     $ 10.90    $ 20.71
                                                             -------  -------   -------     -------    -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .13      .02       .12         .07        .00(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  1.88    (4.52)     2.98        5.76      (9.81)
Contributions from Adviser                                       -0-      -0-       -0-         .00(b)     .00(b)
                                                             -------  -------   -------     -------    -------
Net increase (decrease) in net asset value from operations      2.01    (4.50)     3.10        5.83      (9.81)
                                                             -------  -------   -------     -------    -------
LESS: DIVIDENDS
Dividends from net investment income                             -0-     (.10)     (.36)        -0-        -0-
                                                             -------  -------   -------     -------    -------
Net asset value, end of period                               $ 16.88  $ 14.87   $ 19.47     $ 16.73    $ 10.90
                                                             =======  =======   =======     =======    =======
TOTAL RETURN
Total investment return based on net asset value(c)*           13.52%  (23.23)%   18.93%      53.49%+   (47.37)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $40,231  $42,094   $66,302     $65,358    $39,933
Ratio to average net assets of:
 Expenses                                                        .99%     .94%      .99%(d)    1.00%       .93%
 Net investment income                                           .83%     .10%      .69%(d)     .52%       .00%(e)
Portfolio turnover rate                                          152%     163%      117%        215%       141%
------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

(e)Amount is less than .005%.

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2012, December 31,
  2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.07%,
  0.04%, 0.04%, 0.15% and 0.03%, respectively.

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


                                                                             73





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012      2011        2010       2009       2008
------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                         $ 17.09   $ 16.36   $ 11.95      $  8.43   $ 15.48
                                                             -------   -------   -------      -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(a)                                          (.12)     (.15)     (.13)        (.13)     (.13)
Net realized and unrealized gain (loss) on investment
 transactions                                                   2.69       .88      4.54         3.65     (6.92)
Contributions from Adviser                                       -0-       -0-       -0-          -0-       .00(b)
                                                             -------   -------   -------      -------   -------
Net increase (decrease) in net asset value from operations      2.57       .73      4.41         3.52     (7.05)
                                                             -------   -------   -------      -------   -------
LESS: DISTRIBUTIONS
Distributions from net realized gain on investment
 transactions                                                   (.70)      -0-       -0-          -0-       -0-
                                                             -------   -------   -------      -------   -------
Net asset value, end of period                               $ 18.96   $ 17.09   $ 16.36      $ 11.95   $  8.43
                                                             =======   =======   =======      =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)            15.02%     4.46%*   36.90%*      41.76%*  (45.54)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $27,479   $29,369   $29,018      $22,876   $18,003
Ratio to average net assets of:
 Expenses                                                       1.18%     1.18%     1.37%(d)     1.62%     1.32%
 Net investment loss                                            (.64)%    (.85)%   (1.00)%(d)   (1.33)%   (1.02)%
Portfolio turnover rate                                          105%       92%       95%         106%      129%
------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2011, December 31,
  2010, December 31, 2009 and December 31, 2008 by 0.09%, 0.05%, 0.28% and
  0.40%, respectively.


74





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



                                                                                  CLASS A
                                                                          YEAR ENDED DECEMBER 31,
                                                               2012     2011       2010       2009     2008
--------------------------------------------------------------------------------------------------------------
                                                                                      
Net asset value, beginning of period                         $ 11.58  $ 12.02   $  9.64     $  7.86  $ 16.23
                                                             -------  -------   -------     -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .18      .11       .23         .19      .26
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  2.21     1.02      2.30        1.98    (4.38)
                                                             -------  -------   -------     -------  -------
Net increase (decrease) in net asset value from operations      2.39     1.13      2.53        2.17    (4.12)
                                                             -------  -------   -------     -------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.15)    (.18)     (.15)       (.23)    (.26)
Distributions from net realized gain on investment
 transactions                                                  (1.57)   (1.39)      -0-        (.16)   (3.99)
                                                             -------  -------   -------     -------  -------
Total dividends and distributions                              (1.72)   (1.57)     (.15)       (.39)   (4.25)
                                                             -------  -------   -------     -------  -------
Net asset value, end of period                               $ 12.25  $ 11.58   $ 12.02     $  9.64  $  7.86
                                                             =======  =======   =======     =======  =======
TOTAL RETURN
Total investment return based on net asset value(b)            21.19%    9.03%*   26.34%      29.46%  (35.68)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $70,048  $63,093   $66,493     $38,317  $24,082
Ratio to average net assets of:
 Expenses                                                        .84%     .88%      .87%(c)    1.25%    1.01%
 Net investment income                                          1.49%     .91%     2.15%(c)    2.50%    2.13%
Portfolio turnover rate                                          110%     114%      132%         94%      46%
--------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the year ended December 31, 2011 by 0.06%.


                                                                             75





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



                                                                                   CLASS A
                                                                           YEAR ENDED DECEMBER 31,
                                                               2012     2011        2010       2009       2008
-----------------------------------------------------------------------------------------------------------------
                                                                                        
Net asset value, beginning of period                         $ 11.50  $ 14.90   $  14.70     $  11.05  $  25.14
                                                             -------  -------   --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .36      .36        .27          .29       .54
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  1.31    (3.19)       .39+        3.54    (13.15)
                                                             -------  -------   --------     --------  --------
Net increase (decrease) in net asset value from operations      1.67    (2.83)       .66         3.83    (12.61)
                                                             -------  -------   --------     --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.21)    (.56)      (.46)        (.18)     (.23)
Distributions from net realized gain on investment
 transactions                                                    -0-      -0-        -0-          -0-     (1.25)
Tax return of capital                                            -0-     (.01)       -0-          -0-       -0-
                                                             -------  -------   --------     --------  --------
Total dividends and distributions                               (.21)    (.57)      (.46)        (.18)    (1.48)
                                                             -------  -------   --------     --------  --------
Net asset value, end of period                               $ 12.96  $ 11.50   $  14.90     $  14.70  $  11.05
                                                             =======  =======   ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(b)            14.53%  (19.25)%     4.59%       34.68%   (53.18)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $48,029  $62,003   $104,274     $179,342  $155,183
Ratio to average net assets of:
 Expenses                                                        .81%     .82%       .85%(c)      .83%      .81%
 Net investment income                                          2.97%    2.55%      1.94%(c)     2.40%     2.98%
Portfolio turnover rate                                           41%      62%        52%          52%       36%
-----------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

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


76





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



                                                                                    CLASS A
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012       2011        2010       2009      2008
------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $  15.46  $  16.95   $  13.41     $   9.92  $ 17.11
                                                             --------  --------   --------     --------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .13       .09        .08          .08      .13
Net realized and unrealized gain (loss) on investment
 transactions                                                    2.72     (1.50)      3.52         4.01    (5.63)
                                                             --------  --------   --------     --------  -------
Net increase (decrease) in net asset value from operations       2.85     (1.41)      3.60         4.09    (5.50)
                                                             --------  --------   --------     --------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.10)     (.08)      (.06)        (.12)    (.11)
Distributions from net realized gain on investment
 transactions                                                    (.54)      -0-        -0-         (.48)   (1.58)
                                                             --------  --------   --------     --------  -------
Total dividends and distributions                                (.64)     (.08)      (.06)        (.60)   (1.69)
                                                             --------  --------   --------     --------  -------
Net asset value, end of period                               $  17.67  $  15.46   $  16.95     $  13.41  $  9.92
                                                             ========  ========   ========     ========  =======
TOTAL RETURN
Total investment return based on net asset value(b)             18.75%    (8.39)%    26.91%       42.86%  (35.58)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $156,832  $151,754   $174,068     $134,291  $99,957
Ratio to average net assets of:
 Expenses                                                         .82%      .83%       .84%(c)      .87%     .86%
 Net investment income                                            .75%      .56%       .56%(c)      .70%     .95%
Portfolio turnover rate                                            50%       70%        54%          58%      49%
------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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


                                                                             77





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



                                                                                 CLASS A
                                                                         YEAR ENDED DECEMBER 31,
                                                              2012     2011      2010      2009      2008
------------------------------------------------------------------------------------------------------------
                                                                                   
Net asset value, beginning of period                         $ 9.37  $ 9.84   $ 8.97     $ 7.67   $ 13.92
                                                             ------  ------   ------     ------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                        .20     .17      .12        .16       .27
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                 1.26    (.50)     .93       1.41     (5.62)
                                                             ------  ------   ------     ------   -------
Net increase (decrease) in net asset value from operations     1.46    (.33)    1.05       1.57     (5.35)
                                                             ------  ------   ------     ------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                           (.20)   (.14)    (.18)      (.27)     (.28)
Distributions from net realized gain on investment
 transactions                                                   -0-     -0-      -0-        -0-      (.62)
                                                             ------  ------   ------     ------   -------
Total dividends and distributions                              (.20)   (.14)    (.18)      (.27)     (.90)
                                                             ------  ------   ------     ------   -------
Net asset value, end of period                               $10.63  $ 9.37   $ 9.84     $ 8.97   $  7.67
                                                             ======  ======   ======     ======   =======
TOTAL RETURN
Total investment return based on net asset value(b)           15.73%  (3.50)%  11.81%*    21.12%*  (40.83)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $1,533  $1,517   $1,707     $1,594   $ 1,490
Ratio to average net assets of:
 Expenses                                                       .72%    .71%     .71%(c)    .70%      .67%
 Net investment income                                         1.98%   1.78%    1.37%(c)   2.09%     2.46%
Portfolio turnover rate                                          40%     62%      73%        64%       33%
------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2010, December 31, 2009 and
  December 31, 2008 by 0.01%, 0.02% and 0.02%, respectively.


78





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



                                                                                     CLASS A
                                                                             YEAR ENDED DECEMBER 31,
                                                               2012      2011       2010       2009         2008
---------------------------------------------------------------------------------------------------------------------
                                                                                        
Net asset value, beginning of period                         $ 10.90  $ 11.48    $ 10.66     $  8.63   $ 13.05
                                                             -------  -------    -------     -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .22      .23        .23         .24       .22(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  1.25     (.53)       .88        1.89     (3.97)
Contributions from Adviser                                       -0-      -0-        -0-         -0-       .00(c)
                                                             -------  -------    -------     -------   -------
Net increase (decrease) in net asset value from operations      1.47     (.30)      1.11        2.13     (3.75)
                                                             -------  -------    -------     -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.25)    (.28)      (.29)       (.10)     (.39)
Distributions from net realized gain on investment
 transactions                                                    -0-      -0-        -0-         -0-      (.28)
                                                             -------  -------    -------     -------   -------
Total dividends and distributions                               (.25)    (.28)      (.29)       (.10)     (.67)
                                                             -------  -------    -------     -------   -------
Net asset value, end of period                               $ 12.12  $ 10.90    $ 11.48     $ 10.66   $  8.63
                                                             =======  =======    =======     =======   =======
TOTAL RETURN
Total investment return based on net asset value(d)            13.63%   (2.81)%*   10.61%*     24.88%*  (30.01)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $41,801  $55,395    $68,914     $73,120   $67,526
Ratio to average net assets of:
 Expenses, net of waivers/reimbursements                         .65%     .66%       .68%(e)     .69%      .75%(e)
 Expenses, before waivers/reimbursements                         .65%     .66%       .68%(e)     .69%      .78%(e)
 Net investment income                                          1.91%    2.03%      2.14%(e)    2.66%     3.08%(b)(e)
Portfolio turnover rate                                           90%      94%       101%         85%       93%
---------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

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

(c)Amount is less than $.005.

(d)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2011, December 31,
  2010, December 31, 2009 and December 31, 2008 by 0.02%, 0.03%, 0.06% and
  0.10%, respectively.


                                                                             79





ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------



                                                                      CLASS A
                                                                            APRIL 1,
                                                              YEAR ENDED   2011(a) TO
                                                             DECEMBER 31, DECEMBER 31,
                                                                 2012         2011
---------------------------------------------------------------------------------------
                                                                    
Net asset value, beginning of period                            $ 9.75       $10.00
                                                                ------       ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(b)(c)                                (.01)         .03
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                     .81         (.28)
                                                                ------       ------
Net increase (decrease) in net asset value from operations         .80         (.25)
                                                                ------       ------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                              (.01)         -0-
Distributions from net realized gain on investment
 transactions                                                     (.01)         -0-
                                                                ------       ------
Total dividends and distributions                                 (.02)         -0-
                                                                ------       ------
Net asset value, end of period                                  $10.53       $ 9.75
                                                                ======       ======
TOTAL RETURN
Total investment return based on net asset value(d)               8.22%       (2.50)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                       $   27       $9,742
Ratio to average net assets of:
 Expenses, net of waivers/reimbursements                           .85%         .85%(e)
 Expenses, before waivers/reimbursements                          1.22%        2.53%(e)
 Net investment income (loss)(c)                                  (.14)%        .36%(e)
Portfolio turnover rate                                             51%          68%
---------------------------------------------------------------------------------------




(a)Commencement of operations.

(b)Based on average shares outstanding.

(c)Net of fees waived and expenses reimbursed by the Adviser.

(d)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

(e)Annualized.



80




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 Caa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

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

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

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

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

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

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

                                                                            A-1




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


A 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 VPS 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  $   73.50    $10,426.50
   2             10,426.50      521.33    10,947.83      76.63     10,871.19
   3             10,871.19      543.56    11,414.75      79.90     11,334.85
   4             11,334.85      566.74    11,901.59      83.31     11,818.28
   5             11,818.28      590.91    12,409.19      86.86     12,322.33
   6             12,322.33      616.12    12,938.44      90.57     12,847.87
   7             12,847.87      642.39    13,490.27      94.43     13,895.84
   8             13,395.84      669.79    14,065.63      98.46     13,967.17
   9             13,967.17      698.36    14,665.53     102.66     14,562.87
   10            14,562.87      728.14    15,291.01     107.04     15,183.97
   --------------------------------------------------------------------------
   Cumulative                $6,077.34               $  893.36



ALLIANCEBERNSTEIN VPS 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   $   90.30    $10,409.70
   2             10,409.70      520.49    10,930.19       94.00     10,836.19
   3             10,836.19      541.81    11,377.99       97.85     11,280.14
   4             11,280.14      564.01    11,844.15      101.86     11,742.29
   5             11,742.29      587.11    12,329.41      106.03     12,223.37
   6             12,223.37      611.17    12,834.54      110.38     12,724.16
   7             12,724.16      636.21    13,360.37      114.90     13,245.47
   8             13,245.47      662.27    13,907.75      119.61     13,788.14
   9             13,788.14      689.41    14,477.55      124.51     14,353.04
   10            14,353.04      717.65    15,070.69      129.61     14,941.08
   ---------------------------------------------------------------------------
   Cumulative                $6,030.13                $1,089.05



ALLIANCEBERNSTEIN VPS 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   $   63.00    $10,437.00
   2             10,437.00      521.85    10,958.85       65.75     10,893.10
   3             10,893.10      544.65    11,437.75       68.63     11,369.13
   4             11,369.13      568.46    11,937.58       71.63     11,865.96
   5             11,865.96      593.30    12,459.25       74.76     12,384.50
   6             12,384.50      619.22    13,003.72       78.02     12,925.70
   7             12,925.70      646.29    13,571.99       81.43     13,490.55
   8             13,490.55      674.53    14,165.08       84.99     14,080.09
   9             14,080.09      704.00    14,784.10       88.70     14,695.39
   10            14,695.39      734.77    15,430.16       92.58     15,337.58
   ---------------------------------------------------------------------------
   Cumulative                $6,107.07                $  769.49



                                                                            B-1





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




                            HYPOTHETICAL INVESTMENT               HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS      EXPENSES    INVESTMENT
   ---------------------------------------------------------------------------
                                                   
   1            $10,000.00   $  500.00   $10,500.00   $  111.30    $10,388.70
   2             10,388.70      519.44    10,908.14      115.63     10,792.51
   3             10,792.51      539.63    11,332.13      120.12     11,212.01
   4             11,212.01      560.60    11,772.61      124.79     11,647.82
   5             11,647.82      582.39    12,230.22      129.64     12,100.58
   6             12,100.58      605.03    12,705.60      134.68     12,570.92
   7             12,570.92      628.55    13,199.47      139.91     13,059.56
   8             13,059.56      652.98    13,712.53      145.35     13,567.18
   9             13,567.18      678.36    14,245.54      151.00     14,094.54
   10            14,094.54      704.73    14,799.26      156.87     14,642.39
   ---------------------------------------------------------------------------
   Cumulative                $5,971.71                $1,329.29



ALLIANCEBERNSTEIN VPS 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   $  101.85    $10,398.15
   2             10,398.15      519.91    10,918.06      105.91     10,812.15
   3             10,812.15      540.61    11,352.76      110.12     11,242.64
   4             11,242.64      562.13    11,804.77      114.51     11,690.26
   5             11,690.26      584.51    12,274.78      119.07     12,155.71
   6             12,155.71      607.79    12,763.50      123.81     12,639.69
   7             12,639.69      631.98    13,271.68      128.74     13,142.94
   8             13,142.94      657.15    13,800.09      133.86     13,666.23
   9             13,666.23      683.31    14,349.54      139.19     14,210.35
   10            14,210.35      710.52    14,920.87      144.73     14,776.13
   ---------------------------------------------------------------------------
   Cumulative                $5,997.91                $1,221.79



ALLIANCEBERNSTEIN VPS 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



ALLIANCEBERNSTEIN VPS 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   $  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



B-2





ALLIANCEBERNSTEIN VPS 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   $   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



ALLIANCEBERNSTEIN VPS 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   $   85.05    $10,414.95
   2             10,414.95      520.75    10,935.70       88.58     10,847.12
   3             10,847.12      542.36    11,389.47       92.25     11,297.22
   4             11,297.22      564.86    11,862.08       96.08     11,766.00
   5             11,766.00      588.30    12,354.30      100.07     12,254.23
   6             12,254.23      612.71    12,866.94      104.22     12,762.72
   7             12,762.72      638.14    13,400.85      108.55     13,292.31
   8             13,292.31      664.62    13,956.92      113.05     13,843.87
   9             13,843.87      692.19    14,536.06      117.74     14,418.32
   10            14,418.32      720.92    15,139.24      122.63     15,016.61
   ---------------------------------------------------------------------------
   Cumulative                $6,044.85                $1,028.22



ALLIANCEBERNSTEIN VPS 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  $   86.10    $10,413.90
   2             10,413.90      520.70    10,934.60      89.66     10,844.93
   3             10,844.93      542.25    11,387.18      93.37     11,293.80
   4             11,293.80      564.69    11,858.49      97.24     11,761.25
   5             11,761.25      588.06    12,349.32     101.26     12,248.05
   6             12,248.05      612.40    12,860.45     105.46     12,755.00
   7             12,755.00      637.75    13,392.75     109.82     13,282.93
   8             13,282.93      664.15    13,947.07     114.37     13,832.71
   9             13,832.71      691.64    14,524.34     119.10     14,405.24
   10            14,405.24      720.26    15,125.51     124.03     15,001.48
   --------------------------------------------------------------------------
   Cumulative                $6,041.90               $1,040.41



ALLIANCEBERNSTEIN VPS 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   $   75.60    $10,424.40
   2             10,424.40      521.22    10,945.62       78.81     10,866.81
   3             10,866.81      543.34    11,410.15       82.15     11,328.00
   4             11,328.00      566.40    11,894.40       85.64     11,808.76
   5             11,808.76      590.44    12,399.20       89.27     12,309.92
   6             12,309.92      615.50    12,925.42       93.06     12,832.36
   7             12,832.36      641.62    13,473.97       97.01     13,376.96
   8             13,376.96      668.85    14,045.81      101.13     13,944.68
   9             13,944.68      697.23    14,641.91      105.42     14,536.49
   10            14,536.49      726.82    15,263.32      109.90     15,153.42
   ---------------------------------------------------------------------------
   Cumulative                $6,071.42                $  917.99



                                                                            B-3





ALLIANCEBERNSTEIN VPS 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   $   68.25    $10,431.75
   2             10,431.75      521.59    10,953.34       71.20     10,882.14
   3             10,882.14      544.11    11,426.25       74.27     11,351.98
   4             11,351.98      567.60    11,919.58       77.48     11,842.10
   5             11,842.10      592.10    12,434.20       80.82     12,353.38
   6             12,353.38      617.67    12,971.05       84.31     12,886.74
   7             12,886.74      644.34    13,531.08       87.95     13,443.12
   8             13,443.12      672.16    14,115.28       91.75     14,023.53
   9             14,023.53      701.18    14,724.71       95.71     14,629.00
   10            14,629.00      731.45    15,360.45       99.84     15,260.60
   ---------------------------------------------------------------------------
   Cumulative                $6,092.20                $  831.58



ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION 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      135.52     10,793.56
   3             10,793.56      539.68    11,333.24      140.53     11,192.71
   4             11,192.71      559.64    11,752.34      145.73     11,606.61
   5             11,606.61      580.33    12,186.94      151.12     12,035.83
   6             12,035.83      601.79    12,637.62      156.71     12,480.91
   7             12,480.91      624.05    13,104.96      162.50     12,942.46
   8             12,942.46      647.12    13,589.58      168.51     13,421.07
   9             13,421.07      671.05    14,092.12      174.74     13,917.38
   10            13,917.38      695.87    14,613.25      181.20     14,432.04
   ---------------------------------------------------------------------------
   Cumulative                $5,939.96                $1,507.91





* Expenses are net of any fee waiver and expense reimbursed by the Adviser in
  the first year. Thereafter, the expense ratio reflects the Portfolio's
  operating expenses as reflected under "Fee and Expenses of the Portfolio"
  before the waiver and expense reimbursement in the Summary information at the
  beginning of this Prospectus.

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 Portfolios have an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Portfolios'
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]









PROSPECTUS  |  MAY 1, 2013


AllianceBernstein Variable Products Series Fund, Inc.
Class B Prospectus

                                                           
AllianceBernstein VPS

    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                              Dynamic Asset Allocation Portfolio

    Small Cap Growth Portfolio



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

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

     [LOGO]
       AB
ALLIANCEBERNSTEIN









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




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




                                                                    Page
                                                                 
SUMMARY INFORMATION................................................   4

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  46

INVESTING IN THE PORTFOLIOS........................................  57

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

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 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                      .26%
                                    ----
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 116% 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.

4





The Adviser selects securities for purchase or sale based on its assessment of
the securities' risk and return characteristics as well as the securities'
impact on the overall risk and return characteristics of the Portfolio. In
making this assessment, the Adviser takes into account various factors,
including the credit quality and sensitivity to interest rates of the
securities under consideration and of the Portfolio's other holdings.


The 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 and swaps.


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.


..  DURATION RISK: Duration is a measure that relates the expected price
   volatility of a fixed-income security to changes in interest rates. The
   duration of a fixed-income security may be shorter than or equal to full
   maturity of a fixed-income security. Fixed-income securities with longer
   durations have more risk and will decrease in price as interest rates rise.
   For example, a fixed-income security with a duration of three years will
   decrease in value by approximately 3% if interest rates increase by 1%.


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

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

..  INFLATION RISK: This is the risk that the value of assets or income from
   investments will be less in the future as inflation decreases the value of
   money. As inflation increases, the value of the Portfolio's assets can
   decline as can the value of the Portfolio's distributions. This risk is
   significantly greater if the Portfolio invests a significant portion of its
   assets in fixed-income securities with longer maturities.

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.

..  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.

                                                                             5






..  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.

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]

   03      04      05      06      07      08      09      10      11      12
 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  3.61%   3.52%   1.75%   3.59%   4.60%  -6.59%  18.20%   8.93%   6.38%   5.79%

                             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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             5.79%   6.24%   4.82%
-----------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)  4.21%   5.95%   5.18%
-----------------------------------------------------------------------------





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 45 in this Prospectus.


6




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                       .11%
                                    -----
Total Portfolio Operating Expenses  1.11%
                                    =====
-----------------------------------------




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    $  113
After 3 Years   $  353
After 5 Years   $  612
After 10 Years  $1,352
----------------------




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 primarily in equity securities of a limited number of
large, carefully selected, high-quality U.S. companies. The Portfolio invests
primarily in the domestic equity securities of companies selected by the
Portfolio's Adviser for their growth potential within various market sectors.
The Portfolio emphasizes investments in large, seasoned companies and normally
invests in approximately 50-70 companies. 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 Growth Index. While
the market capitalizations of companies in the Russell 1000 Growth Index ranged
from approximately $0.4 billion to $498 billion as of December 31, 2012, 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.


                                                                             7






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.

The Adviser's research focus is on companies with high sustainable growth
prospects, high or improving return on invested capital, transparent business
models, and strong and lasting competitive advantages.

The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in securities. ETFs may provide more
efficient and economical exposure to the types of companies and geographic
locations in which the Portfolio seeks to invest than direct investments.

The Portfolio may enter into derivatives transactions, such as options, futures
contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of ETFs. These transactions may be used, for example, in an
effort to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


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 net
   asset value, or 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.


..  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.

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]

   03      04      05      06      07     08       09      10      11      12
 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 23.37%   8.34%  14.88%  -0.68%  13.61% -39.82%  37.10%   9.83%  -3.27%  16.12%

                             Calendar Year End (%)





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

BEST QUARTER WAS UP 16.81%, 1ST QUARTER, 2012; AND WORST QUARTER WAS DOWN
-19.87%, 4TH QUARTER, 2008.


8






PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             16.12%  0.36%   5.84%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  15.26%  3.12%   7.52%
-----------------------------------------------------------------------------



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 2012      Senior Vice President of the Adviser

Vincent C. DuPont     Since 2012      Senior Vice President of the Adviser

John H. Fogarty       Since 2012      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             9




ALLIANCEBERNSTEIN VPS 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                      .05%
                                    ----
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 80% 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.

10





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 may enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio also invests in high-quality securities of non-U.S. issuers.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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.


..  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.


..  INDUSTRY/SECTOR RISK: Investments in a particular industry or group of
   related industries may have more risk because market or economic factors
   affecting that industry could have a significant effect on the value of the
   Portfolio's investments.


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


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

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

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

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

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.

                                                                             11





BAR CHART


                                    [CHART]

  03      04      05     06      07      08        09      10      11     12
------  ------  -----  ------  -----   -------   ------  ------  -----  ------
32.18%  11.22%  4.60%  16.98%  4.86%   -40.69%   20.35%  12.80%  6.07%  17.24%

                             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.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             17.24%  0.02%   6.57%
-----------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  17.51%  0.59%   7.38%
-----------------------------------------------------------------------------





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 45 in this Prospectus.


12




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

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

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

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

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


                                 
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .31%
                                    -----
Total Portfolio Operating Expenses  1.31%
                                    =====
-----------------------------------------




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


             
----------------------
After 1 Year    $  133
After 3 Years   $  415
After 5 Years   $  718
After 10 Years  $1,579
----------------------




PORTFOLIO TURNOVER

The Portfolio pays 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 83% 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 Portfolio's Adviser for their growth potential within
various market sectors. The Adviser seeks to identify companies or industries
for which other investors have underestimated earnings potential--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 managing the Portfolio, the Adviser allocates investments among broad sector
groups and selects specific investments based on the fundamental company
research conducted by the Adviser's large internal research staff, assessing
the current and forecasted investment opportunities and conditions, as well as
diversification and risk considerations. The Adviser's research focus is on
companies with high sustainable growth prospects, high or improving return on
invested capital, transparent business models, and strong and lasting
competitive advantages.

The Portfolio has the flexibility to invest across the capitalization spectrum.
The Portfolio is designed for those seeking exposure to companies of various
sizes, and typically has substantial investments in both large-capitalization
companies and mid-capitalization companies, and may also invest in
small-capitalization companies.


                                                                             13






The Portfolio may enter into derivatives transactions, such as options, futures
contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of exchange-traded funds. These transactions may be used,
for example, in an effort to earn extra income, to adjust exposure to
individual securities or markets, or to protect all or a portion of the
Portfolio's portfolio from a decline in value.


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

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


..  FOCUSED PORTFOLIO RISK: Investments in a limited number of companies may
   have more risk because changes in the value of a single security may have a
   more significant effect, either negative or positive, on the Portfolio's net
   asset value, or NAV.

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


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.

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]

   03      04      05      06      07       08     09      10      11     12
------   -----   -----   -----   -----   -----    -----  -----   -----   ------
34.70%  14.53%  11.64%  -1.24%  12.66%  -42.55% 32.76%  14.80%   0.97%   13.58%

                             Calendar Year End (%)





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

BEST QUARTER WAS UP 15.55%, 1ST QUARTER, 2012; AND WORST QUARTER WAS DOWN
-22.13%, 4TH QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             13.58%  0.08%   6.76%
-----------------------------------------------------------------------------
Russell 1000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  15.26%  3.12%   7.52%
-----------------------------------------------------------------------------



14





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 March 2013   Senior Vice President of the Adviser

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

John H. Fogarty  Since March 2013   Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             15




ALLIANCEBERNSTEIN VPS 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                       .22%
                                    -----
Total Portfolio Operating Expenses  1.22%
                                    =====
-----------------------------------------




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    $  124
After 3 Years   $  387
After 5 Years   $  670
After 10 Years  $1,477
----------------------




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 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 seek to identify companies or industries that
other investors have underestimated earnings potential--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.

Sector heads are responsible for the construction of the portfolio. This
investment team allocates the Portfolio's investments among broad sector groups
utilizing 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






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 70-100 companies.

The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in equity securities. ETFs may
provide more efficient and economical exposure to the type of companies and
geographic locations in which the Portfolio seeks to invest than direct
investments.


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


The Portfolio may enter into other derivatives transactions, such as options,
futures contracts, forwards and swaps. The Portfolio may use options strategies
involving the purchase and/or writing of various combinations of call and/or
put options, including on individual securities and stock indices, futures
contracts (including futures contracts on individual securities and stock
indices) or shares of ETFs. These transactions may be used, for example, in an
effort to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.

                                                                             17





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.



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]

  03      04      05      06      07      08      09      10      11      12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
43.07%  23.97%  20.55%  26.70%  17.78%  -48.96% 39.24%  12.61%  -16.04% 15.23%

                             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, 2012)





                                                                                                  1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Portfolio                                                                                         15.23% -4.99%   9.46%
-------------------------------------------------------------------------------------------------------------------------
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)                                                                       16.41% -3.43%   8.60%
-------------------------------------------------------------------------------------------------------------------------
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)                                                                       16.83% -2.89%   9.74%
-------------------------------------------------------------------------------------------------------------------------






*The performance table includes an additional index that shows how the
 Portfolio's performance compares with an index of the equity market
 performance of developed and emerging markets.


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 2011      Senior Vice President of the Adviser

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

Daniel C. Roarty           Since 2012      Senior Vice President of the Adviser

Tassos M. Stassopoulos     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 45 in this Prospectus.


18




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 152% 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.


                                                                             19




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.


The Portfolio may, at times, invest in shares of exchange-traded funds, or
ETFs, in lieu of making direct investments in equity securities. ETFs may
provide more efficient and economical exposure to the type of companies and
geographic locations in which the Portfolio seeks to invest than direct
investments.


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


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of ETFs. These transactions may be used, for example, to earn extra
income, to adjust exposure to individual securities or markets, or to protect
all or a portion of the Portfolio's portfolio from a decline in value,
sometimes within certain ranges.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or 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.

20





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.

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]

  03      04      05      06      07       08      09      10      11      12
------  ------  ------  ------  ------  ------  ------   ------  ------  ------
43.79%   5.09%   3.65%   8.38%  19.89%  -47.46%  53.14%  18.58% -23.41%  13.24%

                             Calendar Year End (%)



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

BEST QUARTER WAS UP 21.23%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-25.80%, 4TH QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Portfolio                                                                                             13.24% -3.72%   5.35%
-----------------------------------------------------------------------------------------------------------------------------
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)                                                                               16.13% -1.16%   8.11%
-----------------------------------------------------------------------------------------------------------------------------



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 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 45 in this Prospectus.


                                                                             21




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


EFFECTIVE FEBRUARY 1, 2013, THE PORTFOLIO WAS CLOSED TO NEW INVESTMENTS EXCEPT
THAT CONTRACTHOLDERS OF VARIABLE PRODUCTS WITH INVESTMENT OPTIONS THAT INCLUDED
THE PORTFOLIO AS OF JANUARY 31, 2013, MAY CONTINUE TO PURCHASE SHARES OF THE
PORTFOLIO IN ACCORDANCE WITH THE PROCEDURES FOR THE PURCHASE OF SHARES IN THE
PROSPECTUS OF THE SEPARATE ACCOUNT IN WHICH THEY INVEST, INCLUDING THROUGH
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. THE PORTFOLIO MAY
(I) MAKE ADDITIONAL EXCEPTIONS THAT, IN THE ADVISER'S JUDGMENT, DO NOT
ADVERSELY AFFECT THE ADVISER'S ABILITY TO MANAGE THE PORTFOLIO; (II) REJECT ANY
INVESTMENT OR REFUSE ANY EXCEPTION, INCLUDING THOSE DETAILED ABOVE, THAT THE
ADVISER BELIEVES WILL ADVERSELY AFFECT ITS ABILITY TO MANAGE THE PORTFOLIO; AND
(III) CLOSE AND/OR REOPEN THE PORTFOLIO TO NEW OR EXISTING CONTRACTHOLDERS AT
ANY TIME.


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                       .43%
                                    -----
Total Portfolio Operating Expenses  1.43%
                                    =====
-----------------------------------------




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    $  146
After 3 Years   $  452
After 5 Years   $  782
After 10 Years  $1,713
----------------------




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 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, 2012, there were approximately 4,230 smaller
companies, and those smaller companies had market capitalizations ranging up to
approximately $9.3 billion. Because the Portfolio's definition of smaller
companies is dynamic, the limits on market capitalization will change with the
markets.


22





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 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
broadly diversified by sector.


The Portfolio invests primarily in equity securities but may also invest in
other types of securities, such as preferred stocks. The Portfolio may, at
times, invest in shares of exchange-traded funds, or ETFs, in lieu of making
direct investments in securities. ETFs may provide more efficient and
economical exposure to the types of companies and geographic locations in which
the Portfolio seeks to invest than direct investments. The Portfolio may also
invest up to 20% of its total assets in rights or warrants.


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

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

..  DERIVATIVES RISK: 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.

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]

  03       04      05      06      07      08      09      10       11     12
------  ------   ------  ------  ------  ------  ------  ------  ------  ------
48.67%   14.38%   4.86%  10.50%  13.70%  -45.62%  41.28%  36.59%  4.20%  14.73%

                             Calendar Year End (%)



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

BEST QUARTER WAS UP 20.60%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN
-29.52%, 4TH QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             14.73%  4.64%   10.89%
-----------------------------------------------------------------------------
Russell 2000(R) Growth Index
(reflects no deduction for fees, expenses, or taxes)  14.59%  3.49%    9.80%
-----------------------------------------------------------------------------





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      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


24




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                       .30%
                                    -----
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 110% 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 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. In
selecting real estate equity securities, the Adviser uses its fundamental and
quantitative research to seek to identify 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

                                                                             25




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.

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


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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

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

..  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value, or NAV, may be more volatile because leverage tends to
   exaggerate the effect of changes in interest rates and any increase or
   decrease in the value of the Portfolio's investments.

..  FOREIGN (NON-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.

26





..  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.

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]

  03      04      05      06       07      08      09      10      11      12
------  ------  ------  ------  -------  ------  ------  ------  ------  ------
39.02%  35.28%  11.40%  34.88%  -14.76%  -35.82% 29.22%  26.05%   8.75%  20.83%

                             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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             20.83%  6.55%   12.71%
-----------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index
(reflects no deduction for fees, expenses, or taxes)  19.70%  5.74%   11.78%
-----------------------------------------------------------------------------



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
------------------------------------------------------------------------
                             
Eric J. Franco     Since 2012      Senior Vice President of the Adviser



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             27




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                       .06%
                                    -----
Total Portfolio Operating Expenses  1.06%
                                    =====
-----------------------------------------




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


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




PORTFOLIO TURNOVER

The Portfolio pays 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 41% 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 to be
undervalued, using a fundamental value approach. In selecting securities for
the Portfolio's portfolio, the Adviser uses its fundamental and quantitative
research to identify companies whose stocks are priced low in relation to their
perceived long-term earnings power.

The Adviser'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

28




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 Adviser 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 all or a portion of its currency risk,
the Portfolio may, from time to time, invest in currency-related derivatives,
including forward currency exchange contracts, futures, options on futures,
swaps and options. The Adviser may also seek investment opportunities by taking
long or short positions in currencies through the use of currency-related
derivatives.


The Portfolio may enter into other derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments. The Portfolio may invest
in depositary receipts, instruments of supranational entities denominated in
the currency of any country, securities of multinational companies and
"semi-governmental securities", and enter into forward commitments.


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, its net asset value, or NAV, may be more volatile because
   leverage tends to exaggerate the effect of changes in interest rates and any
   increase or decrease in the value of the Portfolio's investments. The
   Portfolio may create leverage through the use of reverse repurchase
   agreements, forward commitments, or by borrowing money.

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


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

                                                                             29





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

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

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

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]

  03      04      05      06      07       08     09      10      11      12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
43.95%  24.89%  16.58%  35.05%   5.58%  -53.28% 34.36%   4.30%  -19.44% 14.19%

                             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, 2012)





                                                                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Portfolio                                                                                             14.19% -9.64%   6.05%
-----------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)
(reflects no deduction for fees, expenses, or taxes, except the reinvestment of dividends net of non-
U.S. withholding taxes)                                                                               17.32% -3.69%   8.21%
-----------------------------------------------------------------------------------------------------------------------------





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
------------------------------------------------------------------------
                             
Takeo Aso          Since 2012      Senior Vice President of the Adviser

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

Avi Lavi           Since 2012      Senior Vice President of the Adviser

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




ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


30




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                                                             .07%
                                                                          -----
Total Portfolio Operating Expenses                                        1.07%
                                                                          =====
-------------------------------------------------------------------------------




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                                                             $  109
After 3 Years                                                            $  340
After 5 Years                                                            $  590
After 10 Years                                                           $1,306
-------------------------------------------------------------------------------




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 50% of the average value of its
portfolio.


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


Because the Portfolio's definition of small- to mid-capitalization companies is
dynamic, the lower and upper limits on market capitalization will change with
the markets. As of December 31, 2012, there were approximately 1,798 small- to
mid-capitalization companies, representing a market capitalization range from
approximately $30 million to approximately $10.336 billion.


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

                                                                             31





In selecting securities for the Portfolio's portfolio, the Adviser 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). The Adviser 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, the Adviser'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. The Adviser
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.

The Adviser 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 enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio may invest in securities issued by non-U.S. companies.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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

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

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

..  DERIVATIVES RISK: 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.

32





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.

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]

  03      04      05      06      07      08      09      10      11      12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
40.89%  19.07%   6.63%  14.20%   1.53%  -35.75% 42.66%  26.59%  -8.62%  18.47%

                             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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             18.47%  4.67%   10.05%
-----------------------------------------------------------------------------
Russell 2500(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  19.21%  4.54%   10.20%
-----------------------------------------------------------------------------
Russell 2500(R) Index*
(reflects no deduction for fees, expenses, or taxes)  17.88%  4.34%   10.49%
-----------------------------------------------------------------------------






* The performance table includes an additional index that shows how the
  Portfolio's performance compares with an index of securities similar to those
  in which the Portfolio invests.


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

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



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

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

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



ADDITIONAL INFORMATION

For important information about the purchase and sale of Portfolio shares, tax
information and financial intermediary compensation, please turn to ADDITIONAL
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL
INTERMEDIARIES, page 45 in this Prospectus.


                                                                             33




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                                                             .17%
                                                                           ----
Total Portfolio Operating Expenses                                         .97%
                                                                           ====
-------------------------------------------------------------------------------




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                                                               $   99
After 3 Years                                                              $  309
After 5 Years                                                              $  536
After 10 Years                                                             $1,190
---------------------------------------------------------------------------------




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 40% 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 90-150 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.
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, the Adviser 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.


The Adviser's fundamental analysis depends heavily upon its large internal
research staff. The research staff of company and industry analysts covers a
research universe that includes the majority of the capitalization of the
Russell 1000(R) 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.


34





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 enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.


The Portfolio may invest in securities of non-U.S. issuers.


The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.


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 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.

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.

                                                                             35





BAR CHART


                                    [CHART]

  03      04      05      06      07      08      09      10      11     12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
28.46%  13.37%   5.48%  21.03%  -4.16% -41.01%  21.04%  11.42%  -3.78%  15.54%

                             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, 2012)





                                                      1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------
                                                            
Portfolio                                             15.54% -2.43%   4.65%
-----------------------------------------------------------------------------
Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  17.51%  0.59%   7.38%
-----------------------------------------------------------------------------





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

Gregory 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 45 in this Prospectus.


36




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                      .10%
                                    ----
Total Portfolio Operating Expenses  .90%
                                    ====
----------------------------------------




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


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




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 90% 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


                                                                             37





of multiple growth and value equity investment teams, which are supported by
equity research analysts specializing in growth research, and 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 United States. 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. components to vary in response to market
conditions, but ordinarily, only by (+/-)5% of the Portfolio's net assets.
Beyond those ranges, the Adviser will rebalance the Portfolio toward the
targeted blend. However, under extraordinary circumstances, such as when market
conditions favoring one investment style are compelling, the range may expand
to (+/-)10% of the Portfolio's net assets. The Portfolio's targeted blend may
change from time to time without notice to shareholders based on the Adviser's
assessment of underlying market conditions.

The 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 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.

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


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


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

38




  guarantor may default, causing a loss of the full principal amount of a
  security. The degree of risk for a particular security may be reflected in
  its credit rating. There is the possibility that the credit rating of a
  fixed-income security may be downgraded after purchase, which may adversely
  affect the value of the security.

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

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

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

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

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

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

..  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.



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]

  03      04      05      06      07      08      09      10      11      12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  n/a     n/a    7.01%  13.76%   5.26%  -30.20% 24.45%  10.30%  -3.06%  13.38%

                             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.


                                                                             39






PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)





                                                                                   SINCE
                                                                  1 YEAR 5 YEARS INCEPTION*
-------------------------------------------------------------------------------------------
                                                                        
Portfolio                                                         13.38%  1.04%    4.38%
-------------------------------------------------------------------------------------------
S&P 500 Stock Index
(reflects no deduction for fees, expenses, or taxes)              16.00%  1.66%    4.95%
-------------------------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index**
(reflects no deduction for fees, expenses, or taxes)               4.21%  5.95%    5.57%
-------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays U.S. Aggregate Bond Index**
(reflects no deduction for fees, expenses, or taxes)              11.31%  3.81%    5.51%
-------------------------------------------------------------------------------------------




*  Since inception return is from July 1, 2004.

** The performance table includes an index of fixed-income securities and
   information about the 60% S&P 500 Index/40% Barclays U.S. Aggregate Bond
   Index to show how the Portfolio's performance compares with indices of
   securities similar to those in which the Portfolio invests.


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
---------------------------------------------------------------------------------
                                      
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 45 in this Prospectus.


40




ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION 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                                                                   .70%
Distribution (12b-1) Fees                                                         .25%
Other Expenses                                                                    .34%
Acquired Fund Fees and Expenses                                                   .02%
                                                                                ------
Total Portfolio Operating Expenses Before Fee Waiver and Expense Reimbursement   1.31%
                                                                                ------
Fee Waiver and Expense Reimbursement(a)                                         (.19)%
                                                                                ------
Total Portfolio Operating Expenses After Fee Waiver and Expense Reimbursement    1.12%
                                                                                ======
--------------------------------------------------------------------------------------





(a)The fee waiver and expense reimbursements will remain in effect until April
   1, 2014 and will continue thereafter from year to year unless the Adviser
   provides notice of termination 60 days prior to that date.


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


                                                                         
----------------------------------------------------------------------------------
After 1 Year                                                                $  114
After 3 Years                                                               $  396
After 5 Years                                                               $  700
After 10 Years                                                              $1,562
----------------------------------------------------------------------------------




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 51% of the average value of its
portfolio.


PRINCIPAL STRATEGIES
The Portfolio invests in a globally diversified portfolio of equity and debt
securities, including exchange-traded funds ("ETFs"), and other financial
instruments, and expects to enter into derivatives transactions, such as
options, futures, forwards, or swaps to achieve market exposure. The
Portfolio's neutral weighting, from which it will make its tactical asset
allocations, is 60% equity exposure and 40% debt exposure. Within these broad
components, the Portfolio may invest in any type of security, including common
and preferred stocks, warrants and convertible securities, government and
corporate fixed-income securities, commodities, currencies, real estate-related
securities and inflation-protected securities. The Portfolio may invest in
U.S., non-U.S. and emerging market issuers. The Portfolio may invest in
securities of companies across the capitalization spectrum, including smaller
capitalization companies. The Portfolio expects its investments in fixed-income
securities to have a broad range of maturities and

                                                                             41




quality levels. The Portfolio is expected to be highly diversified across
industries, sectors and countries, and will choose its positions from several
market indices worldwide in a manner that is intended to track the performance
(before fees and expenses) of those indices.

The Adviser will continuously monitor the risks presented by the Portfolio's
asset allocation and may make frequent adjustments to the Portfolio's exposures
to different asset classes. Using its proprietary Dynamic Asset Allocation
techniques, the Adviser will adjust the Portfolio's exposure to the equity and
debt markets, and to segments within those markets, in response to the
Adviser's assessment of the relative risks and returns of those segments. For
example, when the Adviser determines that equity market volatility is
particularly low and that, therefore, the equity markets present reasonable
return opportunities, the Adviser may increase the Portfolio's equity exposure
to as much as 80%. Conversely, when the Adviser determines that the risks in
the equity markets are disproportionately greater than the potential returns
offered, the Adviser may reduce the Portfolio's equity exposure significantly
below the target percentage or may even decide to eliminate equity exposure
altogether by increasing the Portfolio's fixed-income exposure to 100%. This
investment strategy is intended to reduce the Portfolio's overall investment
risk, but may at times result in the Portfolio underperforming the markets.

The Portfolio expects to utilize derivatives and to invest in ETFs to a
significant extent. Derivatives and ETFs may provide more efficient and
economical exposure to market segments than direct investments, and the
Portfolio's market exposures may at times be achieved almost entirely through
the use of derivatives or through the investments in ETFs. Derivatives
transactions and ETFs may also be a quicker and more efficient way to alter the
Portfolio's exposure than buying and selling direct investments. As a result,
the Adviser expects to use derivatives as one of the primary tools for
adjusting the Portfolio's exposure levels from its neutral weighting. The
Adviser also expects to use direct investments and ETFs to adjust the
Portfolio's exposure levels. In determining when and to what extent to enter
into derivatives transactions or to invest in ETFs, the Adviser will consider
factors such as the relative risks and returns expected of potential
investments and the cost of such transactions. The Adviser will consider the
impact of derivatives and ETFs in making its assessment of the Portfolio's
risks.

Currency exchange rate fluctuations can have a dramatic impact on returns,
significantly adding to returns in some years and greatly diminishing them in
others. To the extent that the Portfolio invests in non-U.S. Dollar-denominated
investments, the Adviser will integrate the risks of foreign currency exposures
into its investment and asset allocation decision making. The Adviser may seek
to hedge all or a portion of the currency exposure resulting from the
Portfolio's investments. The Adviser may also seek investment opportunities
through currencies and currency-related derivatives.

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 the
   Portfolio's investments in fixed-income securities. When interest rates
   rise, the value of investments in fixed-income securities tends to fall and
   this decrease in value may not be offset by higher income from new
   investments. Interest rate risk is generally greater for fixed-income
   securities with longer maturities or durations.

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the
   counterparty to a derivatives or other contract, may be unable or unwilling
   to make timely payments of interest or principal, or to otherwise honor its
   obligations. The issuer or guarantor may default, causing a loss of the full
   principal amount of a security. The degree of risk for a particular security
   may be reflected in its credit rating. There is the possibility that the
   credit rating of a fixed-income security may be downgraded after purchase,
   which may adversely affect the value of the security. Investments in
   fixed-income securities with lower ratings tend to have a higher probability
   that an issuer will default or fail to meet its payment obligations.


..  ALLOCATION RISK: The allocation of investments among different global asset
   classes may have a significant effect on the Portfolio's net asset value, or
   NAV, when one of these asset classes is performing more poorly than others.
   As both the direct investments and derivatives positions will be
   periodically adjusted to reflect the Adviser's view of market and economic
   conditions, there will be transaction costs that may be, over time,
   significant. In addition, there is a risk that certain asset allocation
   decisions may not achieve the desired results and, as a result, the
   Portfolio may incur significant losses.


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

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

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

42





..  ETF RISK: ETFs are investment companies. When the Portfolio invests in an
   ETF, the Portfolio bears its share of the ETF's expenses and runs the risk
   that the ETF may not achieve its investment objective.

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


..  LEVERAGE RISK: When the Portfolio borrows money or otherwise leverages its
   portfolio, its NAV may be more volatile because leverage tends to exaggerate
   the effect of changes in interest rates and any increase or decrease in the
   value of the Portfolio's investments. The Portfolio may create leverage
   through the use of reverse repurchase agreements, forward commitments, or by
   borrowing money.

..  LIQUIDITY RISK: Liquidity risk exists when a particular instrument is
   difficult to purchase or sell. If a derivatives 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.


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

..  REAL ESTATE RISK: The Portfolio's investments in real estate securities have
   many of the same risks as direct ownership of real estate, including the
   risk that the value of real estate could decline due to a variety of factors
   that affect the real estate market generally. Investments in real estate
   investment trusts, or REITs, may have additional risks. REITs are dependent
   on the capability of their managers, may have limited diversification, and
   could be significantly affected by changes in taxes.

..  COMMODITY RISK: Investing in commodities and commodity-linked derivative
   instruments may subject the Portfolio to greater volatility than investments
   in traditional securities. The value of commodity-linked derivative
   instruments may be affected by overall market movements, commodity index
   volatility, changes in interest rates, or factors affecting a particular
   industry or commodity, such as drought, floods, weather, livestock disease,
   embargoes, tariffs and international economic, political and regulatory
   developments.


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


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 over the life of the Portfolio; and

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

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]

  03      04      05      06      07      08      09      10      11      12
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  n/a     n/a    n/a     n/a     n/a     n/a     n/a     n/a     n/a     7.90%

                             Calendar Year End (%)



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

BEST QUARTER WAS UP 5.75% FOR THE 1ST QUARTER 2012; AND WORST QUARTER WAS DOWN
-3.01% FOR THE 2ND QUARTER 2012.


                                                                             43






PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the period ended December 31, 2012)





                                                                 SINCE
                                                        1 YEAR INCEPTION*
-------------------------------------------------------------------------
                                                         
Portfolio                                                7.90%   2.88%
-------------------------------------------------------------------------
MSCI World Index
(reflects no deduction for fees, expenses, or taxes)    15.83%   2.20%
-------------------------------------------------------------------------
Barclays U.S. Treasury Index**
(reflects no deduction for fees, expenses, or taxes)     1.99%   6.78%
-------------------------------------------------------------------------
60% MSCI World Index/40% Barclays U.S. Treasury Index**
(reflects no deduction for fees, expenses, or taxes)    10.38%   4.44%
-------------------------------------------------------------------------




* Since inception return is from April 1, 2011.

**The performance table includes an index of fixed-income securities and
  information about the 60% MSCI World Index/40% Barclays U.S. Treasury Index
  to show how the Portfolio's performance compares with indices of securities
  similar to those in which the Portfolio invests.


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
-------------------------------------------------------------------------
                              
Daniel J. Loewy     Since 2011      Senior Vice President of the Adviser

Seth J. Masters     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 45 in this Prospectus.


44




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

     .   PURCHASE AND SALE OF PORTFOLIO SHARES

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

     .   TAX INFORMATION

Each Portfolio may pay income dividends or make capital gains distributions.
The income and capital gains distributions 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.

                                                                             45




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

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

DERIVATIVES

Each Portfolio may, but is not required to, use derivatives for hedging or
other 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 its investments, to replace more traditional direct investments and
to obtain exposure to otherwise inaccessible markets.

There are four principal types of derivatives--options, futures, forwards and
swaps--each of which is 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 generally is settled by physical delivery of
   the commodity or tangible asset to an agreed-upon location (rather than
   settled by cash) or is rolled forward into a new forward contract. 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 a
   standardized, exchange-traded 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

46




   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. 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.


 - Other Option Strategies. In an effort to earn extra income, to adjust
   exposure to individual securities or markets, or to protect all or a portion
   of its portfolio from a decline in value, sometimes within certain ranges, a
   Portfolio that invests in equity securities may use option strategies such
   as the concurrent purchase of a call or put option, including on individual
   securities and stock indices futures contracts (including on individual
   securities and stock indices) or shares of ETFs at one strike price and the
   writing of a call or put option on the same individual security, stock
   index, futures contract or ETF at a higher strike price in the case of a
   call option or at a lower strike price in the case of a put option. The
   maximum profit from this strategy would result for the call options from an
   increase in the value of the individual security, stock index, futures
   contract or ETF above the higher strike price or for the put options the
   decline in the value of the individual security, stock index, futures
   contract or ETF below the lower strike price. If the price of the individual
   security, stock index, futures contract or ETF declines in the case of the
   call option or increases in the case of the put option, the Portfolio has
   the risk of losing the entire amount paid for the call or put options.


..  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
   (e.g., 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, as
   described below, the notional principal amount is used solely to calculate
   the payment stream, but is not exchanged. Rather, most swaps are entered
   into on a net basis (i.e., the two payment streams are netted out, with the
   Portfolio receiving or paying, as the case may be, only the net amount of
   the two payments). The Portfolios' investments in swap transactions include
   the following:


 - Interest Rate Swaps, Swaptions, Caps and Floors. Interest rate swaps involve
   the exchange by a Portfolio with another party of their respective
   commitments to pay or receive interest (e.g., an exchange of floating-rate
   payments for fixed-rate payments). Unless there is a counterparty default,
   the risk of loss to a Portfolio from interest rate 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. Swaptions also include options that allow an existing swap to be
   terminated or extended by one of the counterparties.

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


   Interest rate swap, swaption, cap and floor transactions may, for example,
   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.


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

                                                                             47





 - 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 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 ten years, provided that
   no credit event occurs. If a credit event occurs, a Portfolio typically must
   pay the contingent payment to the buyer, which will be either (i) the "par
   value" (face amount) of the reference obligation, in which case the
   Portfolio will receive the reference obligation in return or (ii) an amount
   equal to the difference between the par value and the current market value
   of the reference obligation. The periodic payments previously received by
   the Portfolio, coupled with the value of any reference obligation received,
   may be less than the amount it pays to the buyer, resulting in a loss to the
   Portfolio. If a Portfolio is a buyer and no credit event occurs, the
   Portfolio will lose its periodic stream of payments over the term of the
   contract. However, if a credit event occurs, the buyer typically receives
   full notional value for a reference obligation that may have little or no
   value. Credit default swaps may involve greater risks than if a Portfolio
   had invested in the reference obligation directly. Credit default swaps are
   subject to general market risk, liquidity risk and credit risk.

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

48




   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 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.



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 Investors Service, Inc. or BBB- or lower by
Standard & Poor's Ratings Services or Fitch Ratings 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
A Portfolio may invest in 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. 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 underlying unsponsored depositary receipts are not obligated to disclose
material information in the United States. Generally, depositary receipts in
registered form are designed for use in the U.S. securities markets, and
depositary receipts in bearer form are designed for use in securities markets
outside of the United States. For purposes of determining the country of
issuance, investments in depositary receipts of either type are deemed to be
investments in the underlying securities.

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

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


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


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

                                                                             49




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 Securities and Exchange Commission (the "Commission") guidelines,
each Portfolio limits its investments in illiquid securities to 15% of its 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. 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 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.


The value of IPS tends to react to changes in real interest rates. In general,
the price of IPS can fall when real interest rates rise, and can rise when real
interest rates fall. In addition, the value of IPS can fluctuate based on
fluctuations in expectations of inflation. Interest payments on IPS can be
unpredictable and will vary as the principal and/or interest is adjusted for
inflation.


INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES

A Portfolio may invest in shares of ETFs, subject to the restrictions and
limitations of the Investment Company Act of 1940 (the "1940 Act"), or any
applicable rules, exemptive orders or regulatory guidance thereunder. ETFs are
pooled investment vehicles, which may be managed or unmanaged, that generally
seek to track the performance of a specific index. ETFs will not track their
underlying indices precisely since the ETFs have expenses and may need to hold
a portion of their assets in cash, unlike the underlying indices, and the ETFs
may not invest in all of the securities in the underlying indices in the same
proportion as the indices for varying reasons. A Portfolio will incur
transaction costs when buying and selling ETF shares, and indirectly bear the
expenses of the ETFs. In addition, the market value of an ETF's shares, which
is based on supply and demand in the market for the ETF's shares, may differ
from its NAV. Accordingly, there may be times when an ETF's shares trade at a
discount to its NAV.

A Portfolio may also invest in investment companies other than ETFs, as
permitted by the 1940 Act or the rules and regulations thereunder. As with ETF
investments, if the Portfolio acquires shares in other investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. The Portfolios intend to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act.


LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, a Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions
("borrowers") 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 a Portfolio's securities lending program, all
securities loans will be secured continually by cash collateral. The loans will
be made only to borrowers deemed by the Adviser to be creditworthy, and when,
in the judgment of the Adviser, the consideration that can be earned currently
from securities loans justifies the attendant risk. The Portfolio will be
compensated for the loan from a portion of the net return from the interest
earned on cash collateral after a rebate paid to the borrower (in some cases
this rebate may be a "negative rebate", or fee paid by the borrower to the
Portfolio in connection with the loan) and payments for fees of the securities
lending agent and for certain other administrative expenses.

A Portfolio will have the right to call a loan and obtain the securities loaned
at any time on notice to the borrower within the normal and customary
settlement time for the securities. While the securities are on loan, the
borrower is obligated to pay the Portfolio amounts equal to any income or other
distributions from the securities. The Portfolio will not have the right to
vote any securities during the existence of a loan, but will have the right to
regain ownership of loaned securities in

50




order to exercise voting or other ownership rights. When the Portfolio lends
securities, its investment performance will continue to reflect changes in the
value of the securities loaned.

A Portfolio will invest cash collateral in a money market fund approved by the
Portfolio's Board of Directors (the "Board") and expected to be managed by the
Adviser, such as AllianceBernstein Exchange Reserves. Any such investment will
be at the Portfolio's risk. A Portfolio may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

A principal risk of lending portfolio securities is that the borrower will fail
to return the loaned securities upon termination of the loan and that the
collateral will not be sufficient to replace the loaned securities.

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

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


MORTGAGE-BACKED SECURITIES, OTHER ASSET-BACKED SECURITIES AND STRUCTURED
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 VPS 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 VPS
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest rated 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 VPS 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 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 securitized in structures similar
to the structures used in mortgage securitizations.

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


                                                                             51





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.


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
stock, 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 share, 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 invest the majority of their assets in
real estate mortgages and derive income from the collection of interest
payments and principal. 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.


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 AND DOLLAR ROLLS
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

52




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 because there is a theoretically unlimited potential
for the price of a security sold short to increase.


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 PRODUCTS
A Portfolio may invest in certain hybrid derivatives-type investments that
combine a traditional stock or bond with, for example, a futures contract or an
option. These investments include structured notes and indexed securities,
commodity-linked notes and commodity index-linked notes and credit-linked
securities. The performance of the structured product, which is generally a
fixed-income security, is tied (positively or negatively) to the price or
prices of an unrelated reference indicator such as a security or basket of
securities, currencies, commodities, a securities or commodities index or a
credit default swap or other kinds of swaps. The structured product may not pay
interest or protect the principal invested. The structured product or its
interest rate may be a multiple of the reference indicator and, as a result,
may be leveraged and move (up or down) more rapidly than the reference
indicator. Investments in structured products may provide a more efficient and
less expensive means of investing in underlying securities, commodities or
other derivatives, but may potentially be more volatile, less liquid and carry
greater market risk than investments in traditional securities. The purchase of
a structured product also exposes a Portfolio to the credit risk of the
structured product.

Structured notes are derivative debt instruments. The interest rate or
principal of these notes are determined by reference to an unrelated indicator
(for example, a currency, security, or indices thereof) unlike a typical note
where the borrower agrees to make fixed or floating interest payments and to
pay a fixed sum at maturity. Indexed securities may include structured notes as
well as securities other than debt securities, the interest or principal of
which is determined by an unrelated indicator.

Commodity-linked notes and commodity index-linked notes provide exposure to the
commodities markets. These are derivative securities with one or more
commodity-linked components that have payment features similar to commodities
futures contracts, commodity options, commodity indices or similar instruments.
Commodity-linked products may be either equity or debt securities, leveraged or
unleveraged, and have both security and commodity-like characteristics. A
portion of the value of these instruments may be derived from the value of a
commodity, futures contract, index or other economic variable.

A Portfolio may also invest in certain hybrid derivatives-type investments that
combine a traditional bond with certain derivatives such as a credit default
swap, an interest rate swap or other securities. These investments include
credit-linked securities. The issuers of these securities frequently are
limited purpose trusts or other special purpose vehicles that invest in a
derivative instrument or basket of derivative instruments in order to provide
exposure to certain fixed-income markets. For instance, a Portfolio may invest
in credit-linked securities as a cash management tool to gain exposure to a
certain market or to remain fully invested when more traditional
income-producing securities are not available. The performance of the
structured product, which is generally a fixed-income security, is linked to
the receipt of payments from the counterparties to the derivative instruments
or other securities. A Portfolio's investments in credit-linked securities are
indirectly subject to the risks associated with derivative instruments,
including, among others, credit risk, default risk, counterparty risk, interest
rate risk and leverage risk. These securities are generally structured as Rule
144A securities so that they may be freely traded among institutional buyers.
However, changes in the market for credit-linked securities or the availability
of willing buyers may result in the securities becoming illiquid.


                                                                             53





VARIABLE, FLOATING AND INVERSE FLOATING RATE INSTRUMENTS

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

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


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

ADDITIONAL RISK AND OTHER CONSIDERATIONS
Investments in the Portfolios involve the special risk considerations described
below.

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.


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 would normally 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 carrying costs of leveraged transactions, it could be necessary for
the Portfolio to liquidate certain of its investments in adverse circumstances,
potentially significantly 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 securities of foreign issuers 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 securities of foreign issuers 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 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, 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 United
States.

54





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 securities of foreign issuers 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 Portfolios 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.


 Argentina                 Hungary                   Peru
 Belarus                   India                     Philippines
 Belize                    Indonesia                 Poland
 Brazil                    Iraq                      Russia
 Bulgaria                  Ivory Coast               Senegal
 Chile                     Jamaica                   Serbia
 China                     Jordan                    South Africa
 Colombia                  Kazakhstan                South Korea
 Croatia                   Lebanon                   Sri Lanka
 Dominican Republic        Lithuania                 Taiwan
 Ecuador                   Malaysia                  Thailand
 Egypt                     Mexico                    Turkey
 El Salvador               Mongolia                  Ukraine
 Gabon                     Nigeria                   Uruguay
 Georgia                   Pakistan                  Venezuela
 Ghana                     Panama                    Vietnam




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
derivatives 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

                                                                             55




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 are
customarily associated with securities of more established companies. Companies
in the earlier stages of their development often have products and management
personnel that 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.

REAL ESTATE INVESTMENTS
Although the Portfolios do not invest directly in real estate, they invest in
securities of real estate companies, including, in particular,
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO. Therefore, an
investment in a Portfolio that makes such investments 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 such investments are
concentrated geographically, by property type or in certain other respects, a
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.

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 VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund") 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. Portfolios that have a policy
to invest at least 80% of their net assets in securities indicated by their
name, such as the ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO,
ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO, ALLIANCEBERNSTEIN VPS SMALL
CAP GROWTH PORTFOLIO, ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO,
and ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO, will not change such
policy without 60 days' prior written notice to shareholders. 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
The Portfolios' SAI includes a description of the policies and procedures that
apply to disclosure of each Portfolio's portfolio holdings.

56




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

HOW TO BUY AND SELL SHARES

The Portfolios offer their shares through the separate accounts of 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 Portfolios'
shares through the Insurers' 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
Insurers' 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 "Policy Regarding Short-Term Trading".

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 recordkeeping 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 2013, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $600,000. In 2012, ABI paid additional payments of approximately
$600,000 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:


  Ameriprise Financial
  ING
  Lincoln Financial
  Merrill Lynch
  Metlife Investors Group Inc.
  Morgan Stanley Smith Barney
  Ohio National Financial Services
  Pacific Life Insurance Company
  Principal Financial Group
  SunAmerica
  The Hartford
  Transamerica Capital


                                                                             57







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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES
The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that may disadvantage long-term Contractholders. These
policies are described below. There is no guarantee that a Portfolio will be
able to detect excessive or short-term trading 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 should 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 irrespective of its investments 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.

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 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 Portfolios, through their agents,
   ABI and ABIS, maintain surveillance procedures to detect excessive or
   short-term trading in Portfolio shares. This surveillance process involves
   several factors, which include scrutinizing each 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. 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.


58






..  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 should 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.

HOW THE PORTFOLIOS VALUE THEIR SHARES

Each Portfolio's NAV is calculated at the close of regular trading on any day
the New York Stock Exchange (the "Exchange") is open (ordinarily, 4:00 p.m.,
Eastern Time, but sometimes earlier, as in the case of scheduled half-day
trading or unscheduled suspensions of trading). To calculate NAV, 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 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 a Portfolio's assets on behalf of the Portfolio. The Valuation
Committee values Portfolio assets as described above. More information about
the valuation of the Portfolios' assets is available in the Portfolios' SAI.

                                                                             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,
2012, totaling more than $430 billion (of which over $83 billion represented
assets of registered investment companies sponsored by the Adviser). As of
December 31, 2012, the Adviser managed retirement assets for many of the
largest public and private employee benefit plans (including 16 of the nation's
FORTUNE 100 companies), for public employee retirement funds in 27 states and
the District of Columbia, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, there are 33
registered investment companies managed by the Adviser, comprising 120 separate
investment portfolios, with approximately 2.7 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, 2012, 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 VPS Intermediate Bond Portfolio                   .45%
AllianceBernstein VPS Large Cap Growth Portfolio                    .75%
AllianceBernstein VPS Growth and Income Portfolio                   .55%
AllianceBernstein VPS Growth Portfolio                              .75%
AllianceBernstein VPS International Growth Portfolio                .75%
AllianceBernstein VPS Global Thematic Growth Portfolio              .75%
AllianceBernstein VPS Small Cap Growth Portfolio                    .75%
AllianceBernstein VPS Real Estate Investment Portfolio              .55%
AllianceBernstein VPS International Value Portfolio                 .75%
AllianceBernstein VPS Small/Mid Cap Value Portfolio                 .75%
AllianceBernstein VPS Value Portfolio                               .55%
AllianceBernstein VPS Balanced Wealth Strategy Portfolio            .55%
AllianceBernstein VPS Dynamic Asset Allocation Portfolio            .51%*




*Net of fee waiver and/or reimbursement.

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 (in the case of ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO,
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO and ALLIANCEBERNSTEIN
VPS DYNAMIC ASSET ALLOCATION PORTFOLIO) or in each Portfolio's semi-annual
report to shareholders (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 VPS 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 V. 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's 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 2008.


The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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 2008.

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 2008.

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 2008, 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 2008, 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 2008.





The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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, 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 2008 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 2008. She is also Director
                                           of Research of U.S. and Global Growth
                                           Equities since 2007.

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 2008. She is also the
                                           Chief Investment Officer of Thematic
                                           Portfolios.

Vadim Zlotnikov; since 2009; Senior Vice   Senior Vice President, and Chief Market
President of the Adviser                   Strategist of the Adviser since 2010.
                                           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 2008.



The day-to-day management of, and investment decisions for, the
ALLIANCEBERNSTEIN VPS 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 2011; 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 2008.

William A. Johnston, since 2011; Senior     Senior Vice President of
Vice President of the Adviser               AllianceBernstein Limited and a Senior
                                            Vice President of the Adviser, with
                                            which he has been associated since
                                            prior to 2008.

Daniel C. Roarty; since 2012; Senior Vice   Senior Vice President of the Adviser,
President of the Adviser                    with which he has been associated
                                            since May 2011, and Technology Sector
                                            Head. Prior thereto, he was in research
                                            and portfolio management at Nuveen
                                            Investments since prior to 2008.

Tassos M. Stassopoulos; since 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 2008.



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 VPS     Bruce K. Aronow; since    Senior Vice President of
 Growth Portfolio          March 2013; Senior Vice   the Adviser, with which
 Growth Investment Team    President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008, and U.S.
                                                     Small/SMID Cap Growth
                                                     Team Leader.

                           Frank V. Caruso; since    Senior Vice President of
                           2008; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008, and U.S.
                                                     Growth Equities Team
                                                     Leader.



                                                                             61





                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
                           John H. Fogarty; since    Senior Vice President of
                           March 2013; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Bruce K. Aronow; since    See above.
 Small Cap Growth          2000; Senior Vice
 Portfolio                 President of the Adviser
 Small Cap Growth
 Investment Team

                           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 2008.

                           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 2008.

                           Wen-Tse Tseng; since      Senior Vice President of
                           2006; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity to his
                                                     current position as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Eric J. Franco; since     Senior Vice President of
 Real Estate Investment    2012; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 REIT Senior Investment                              in a substantially
 Management Team                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

 AllianceBernstein VPS     Takeo Aso; since 2012;    Senior Vice President of
 International Value       Senior Vice President of  the Adviser with which
 Portfolio                 the Adviser               he has been associated
 International Value                                 since prior to 2008.
 Senior Investment
 Management Team

                           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 2008. She
                                                     is also Head of
                                                     AllianceBernstein
                                                     Equities since 2010 and
                                                     Chief Investment Officer
                                                     of Global Value Equities
                                                     since prior to 2008.

                           Avi Lavi; since 2012;     Senior Vice President of
                           Senior Vice President of  the Adviser with which
                           the Adviser               he has been associated
                                                     since prior to
                                                     2008. Global Director of
                                                     Value Research since
                                                     2012.

                           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 2008. He
                                                     is also Chief Investment
                                                     Officer of International
                                                     Value Equities since
                                                     2012 and was Co-Chief
                                                     Investment Officer of
                                                     the same service since
                                                     prior to 2008.

 AllianceBernstein VPS     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 2008. He
 Senior Investment                                   is also Chief Investment
 Management Team                                     Officer--Small- and
                                                     Mid-Cap Value Equities.

                           Joseph G. Paul; since     Senior Vice President of
                           2002; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2008. He
                                                     is also Chief Investment
                                                     Officer--U.S. Value
                                                     Equities. Until 2009, he
                                                     was Chief Investment
                                                     Officer--Small and
                                                     Mid-Cap Value Equities,
                                                     Co-Chief Investment
                                                     Officer of Real Estate
                                                     Investments, and Chief
                                                     Investment Officer of
                                                     Advanced Value since
                                                     prior to 2008.

                           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 2008. He
                                                     is also Director of
                                                     Research--U.S. Small-
                                                     and Mid-Cap Value
                                                     Equities.

 AllianceBernstein VPS     Christopher W. Marx;      Senior Vice President of
 Value 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 2008.

                           Joseph G. Paul; since     See above.
                           2009; Senior Vice
                           President of the Adviser

                           Gregory 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 2008.
                                                     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 2008.



62





                                                            PRINCIPAL
        PORTFOLIO                                     OCCUPATION DURING THE
  AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
 -----------------------------------------------------------------------------
 AllianceBernstein VPS     Frank V. Caruso; since    See above.
 Large Cap Growth          2012; Senior Vice
 Portfolio                 President of the Adviser
 U.S. Large Cap Growth
 Investment Team

                           Vincent C. DuPont; since  Senior Vice President of
                           2012; Senior Vice         the Adviser, with which
                           President of the Adviser  he has been associated
                                                     in a substantially
                                                     similar capacity as a
                                                     portfolio manager since
                                                     prior to 2008.

                           John H. Fogarty; since    See above.
                           2012; Senior Vice
                           President of the Adviser

 AllianceBernstein VPS     Dokyoung Lee; since       Senior Vice President of
 Balanced Wealth Strategy  2008; Senior Vice         the Adviser, with which
 Portfolio                 President of the Adviser  he has been associated
 Multi-Asset                                         since prior to 2008 and
 Solutions Team                                      Director of
                                                     Research--Strategic
                                                     Asset Allocation 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
                                                     since prior to 2008 and
                                                     Chief Investment Officer
                                                     of Asset Allocation and
                                                     Bernstein Global Wealth
                                                     Management.

                           Christopher H. Nikolich;  Senior Vice President of
                           since 2004; Senior Vice   the Adviser, with which
                           President of the Adviser  he has been associated
                                                     since prior to 2008, and
                                                     Head of Research and
                                                     Investment
                                                     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
                                                     since prior to 2008, and
                                                     Head of Blend
                                                     Strategies. Prior
                                                     thereto, he was Head of
                                                     Institutional Investment
                                                     Solutions within the
                                                     Blend Team.

 AllianceBernstein VPS     Daniel J. Loewy; since    Senior Vice President of
 Dynamic Asset Allocation  2011; Senior Vice         the Adviser with which
 Portfolio                 President of the Adviser  he has been associated
 Dynamic Asset Allocation                            since prior to 2008;
 Team                                                Co-Chief Investment
                                                     Officer and Director of
                                                     Research of Dynamic
                                                     Asset Allocation
                                                     Strategies.

                           Seth J. Masters; since    See above.
                           2011; Senior Vice
                           President of the Adviser




The Portfolios' SAI provides additional information about the Portfolio
Managers' compensation, other accounts managed by the Portfolio Managers, and
the Portfolio Managers' ownership of securities in the Portfolios.


PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Certain of the investment teams employed by the Adviser in managing the
ALLIANCEBERNSTEIN VPS 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 VPS 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 VPS 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 VPS BALANCED WEALTH STRATEGY PORTFOLIO'S assets.
Performance data is shown for the period during which the relevant investment
team of the Adviser managed the Equity and Fixed-Income Historical Accounts
through December 31, 2012. The aggregate assets for the Equity and Fixed-Income
Historical Accounts managed by each investment team as of December 31, 2012 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 VPS 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 VPS 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 VPS 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

                                                                             63




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.

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 VPS
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to
the index would be reduced by the ALLIANCEBERNSTEIN VPS 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 VPS
BALANCED WEALTH STRATEGY PORTFOLIO'S Contractholders of 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.

These indices are described in the "Glossary" below except for the FTSE
EPRA/NAREIT Developed Global Real Estate Index ("FTSE EPRA/NAREIT Developed
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.

The performance of the ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
will be affected both by the performance of each investment team managing a
portion of the ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO'S
assets and by the Adviser's allocation of the ALLIANCEBERNSTEIN VPS 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 VPS BALANCED WEALTH STRATEGY PORTFOLIO were to perform
relatively poorly, and/or if the Adviser were to allocate more of the
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO'S portfolio to
relatively poorly performing investment teams, the performance of the
ALLIANCEBERNSTEIN VPS 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 VPS 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 VPS 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, 2012, with their Aggregate Assets as of
December 31, 2012





INVESTMENT TEAMS AND                   ASSETS                                       SINCE   INCEPTION
BENCHMARKS                          (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES
-----------------------------------------------------------------------------------------------------
                                                                       
EQUITY
-----------------------------------------------------------------------------------------------------
US Large Cap Growth                     $537.30   15.86%  7.52%    0.39%  6.21%    12.44%*  12/31/77
Russell 1000 Growth Index                         15.26% 11.35%    3.12%  7.52%      N/A
-----------------------------------------------------------------------------------------------------
US Large Cap Value                    $2,535.90   15.60%  7.98%   -2.14%  5.37%     4.25%    3/31/99
Russell 1000 Value Index                          17.51% 10.86%    0.59%  7.38%     4.54%
-----------------------------------------------------------------------------------------------------
International Large Cap Growth          $606.60   16.11% -1.85%   -9.22%  4.44%     4.47%   12/31/90
MSCI EAFE Index                                   17.32%  3.56%   -3.69%  8.21%     4.45%
-----------------------------------------------------------------------------------------------------
International Large Cap Value           $637.00   11.22% -2.94%  -10.22%  5.89%     4.76%    3/31/01
MSCI EAFE Index                                   17.32%  3.56%   -3.69%  8.21%     4.54%
-----------------------------------------------------------------------------------------------------
Global Real Estate                    $1,192.80   29.92% 12.91%    1.48%   N/A     10.61%    9/30/03
FTSE EPRA/NAREIT Developed Index                  28.65% 13.42%    1.07%   N/A     10.35%
-----------------------------------------------------------------------------------------------------
FIXED INCOME
-----------------------------------------------------------------------------------------------------
Intermediate Duration Bonds             $300.60    5.34%  6.92%    6.41%  5.28%     6.87%   12/31/86
Barclays U.S. Aggregate Bond Index                 4.21%  6.19%    5.95%  5.18%     7.06%
-----------------------------------------------------------------------------------------------------




*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 12/31/12 were 12.41% and 10.55%, respectively.


64




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

The Portfolios declare dividends on their shares at least annually. The income
and capital gains distributions 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
Contractholders 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 U.S. AGGREGATE BOND 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 United States.

The BARCLAYS U.S. TREASURY INDEX represents the performance of U.S. Treasuries
within the U.S. Government fixed-income market.


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.

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market
capitalization index that is designed to measure the equity performance of
developed markets excluding the United States and Canada.

MSCI WORLD INDEX is a free float-adjusted market capitalization weighted index
that is designed to measure developed-market equity performance throughout the
world.

RUSSELL 1000(R) GROWTH INDEX measures the performance of the
large-capitalization 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-capitalization 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-capitalization 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-capitalization 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 2,500 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-capitalization 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-capitalization 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 a Contractholder 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, a
Contractholder'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 to Contractholders,
which is available upon request.



ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO

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



                                                                                   CLASS B
                                                                           YEAR ENDED DECEMBER 31,
                                                                2012      2011      2010       2009       2008
-----------------------------------------------------------------------------------------------------------------
                                                                                        
Net asset value, beginning of period                         $ 12.41    $ 12.26  $ 11.86     $ 10.40   $ 11.67
                                                             -------    -------  -------     -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .30        .39      .44         .49       .48
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   .40        .37      .60        1.36     (1.21)
Contributions from Adviser                                       -0-        -0-      -0-         -0-       .00(b)
                                                             -------    -------  -------     -------   -------
Net increase (decrease) in net asset value from operations       .70        .76     1.04        1.85      (.73)
                                                             -------    -------  -------     -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.55)      (.56)    (.64)       (.39)     (.54)
Distributions from net realized gain on investment
 transactions                                                   (.39)      (.05)     -0-         -0-       -0-
                                                             -------    -------  -------     -------   -------
Total dividends and distributions                               (.94)      (.61)    (.64)       (.39)     (.54)
                                                             -------    -------  -------     -------   -------
Net asset value, end of period                               $ 12.17    $ 12.41  $ 12.26     $ 11.86   $ 10.40
                                                             =======    =======  =======     =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)             5.79%*+    6.38%    8.93%*     18.20%*   (6.59)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $29,363    $33,973  $39,025     $41,341   $40,929
Ratio to average net assets of:
 Expenses                                                        .96%       .90%     .93%(d)     .94%      .89%
 Net investment income                                          2.43%      3.17%    3.64%(d)    4.44%     4.47%
Portfolio turnover rate                                          116%       108%      94%        102%      106%
-----------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect (i)
   insurance company's separate account related expense charges and (ii) the
   deductions of taxes that a shareholder would pay on Portfolio distributions
   or the redemption of Portfolio shares. Total investment return calculated
   for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2012, December 31,
   2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.04%, 0.01% and
   0.09%, respectively.

 + Includes the Adviser's reimbursement in respect of the Lehman Bankruptcy
   Claim, which contributed to the Portfolio's performance by .38% for the year
   ended December 31, 2012.


                                                                             67





ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO

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



                                                                                     CLASS B
                                                                             YEAR ENDED DECEMBER 31,
                                                                2012       2011        2010       2009       2008
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Net asset value, beginning of period                         $  26.17   $  27.08   $  24.72     $  18.03  $  29.96
                                                             --------   --------   --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a)                                  (.02)       .02        .01          .04      (.02)
Net realized and unrealized gain (loss) on investment
 transactions                                                    4.24       (.91)      2.42         6.65    (11.91)
                                                             --------   --------   --------     --------  --------
Net increase (decrease) in net asset value from operations       4.22       (.89)      2.43         6.69    (11.93)
                                                             --------   --------   --------     --------  --------
LESS: DIVIDENDS
Dividends from net investment income                             (.01)      (.02)      (.07)         -0-       -0-
                                                             --------   --------   --------     --------  --------
Net asset value, end of period                               $  30.38   $  26.17   $  27.08     $  24.72  $  18.03
                                                             ========   ========   ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(b)*            16.12%     (3.27)%     9.83%       37.10%   (39.82)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $190,896   $194,729   $223,520     $233,460  $192,976
Ratio to average net assets of:
 Expenses                                                        1.11%      1.09%      1.10%(c)     1.13%     1.09%
 Net investment income (loss)                                    (.07)%      .08%       .04%(c)      .22%     (.08)%
Portfolio turnover rate                                            94%        89%       105%          97%       89%
--------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2012, December 31, 2011,
   December 31, 2010, December31, 2009 and December 31, 2008 by 0.95%, 0.46%,
   0.58%, 1.96% and 2.10%, respectively.

ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO

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



                                                                                    CLASS B
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012      2011        2010       2009       2008
-------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                         $  17.86  $  17.01  $  15.08     $  12.97  $  26.55
                                                             --------  --------  --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .24       .23       .16          .18       .25
Net realized and unrealized gain (loss) on investment
 transactions                                                    2.83       .81      1.77         2.42     (9.66)
Contributions from Adviser                                        -0-       -0-       -0-          -0-       .00(b)
                                                             --------  --------  --------     --------  --------
Net increase (decrease) in net asset value from operations       3.07      1.04      1.93         2.60     (9.41)
                                                             --------  --------  --------     --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.27)     (.19)      -0-         (.49)     (.37)
Distributions from net realized gain on investment
 transactions                                                     -0-       -0-       -0-          -0-     (3.80)
                                                             --------  --------  --------     --------  --------
Total dividends and distributions                                (.27)     (.19)      -0-         (.49)    (4.17)
                                                             --------  --------  --------     --------  --------
Net asset value, end of period                               $  20.66  $  17.86  $  17.01     $  15.08  $  12.97
                                                             ========  ========  ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)*            17.24%     6.07%    12.80%       20.35%   (40.69)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $764,198  $735,514  $805,714     $837,533  $819,994
Ratio to average net assets of:
 Expenses                                                         .85%      .85%      .88%(d)      .88%      .87%
 Net investment income                                           1.23%     1.28%     1.05%(d)     1.33%     1.36%
Portfolio turnover rate                                            80%       76%       66%         125%      184%
-------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2012, December 31,
   2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.19%,
   0.13%, 0.27%, 0.54% and 0.46%, respectively.


68





ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO

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



                                                                                  CLASS B
                                                                          YEAR ENDED DECEMBER 31,
                                                               2012     2011        2010       2009     2008
---------------------------------------------------------------------------------------------------------------
                                                                                       
Net asset value, beginning of period                         $ 19.81  $ 19.62   $ 17.10      $ 12.88  $ 22.42
                                                             -------  -------   -------      -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a)                                  .01     (.02)     (.02)         .01     (.08)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  2.68      .21      2.55         4.21    (9.46)
                                                             -------  -------   -------      -------  -------
Net increase (decrease) in net asset value from operations      2.69      .19      2.53         4.22    (9.54)
                                                             -------  -------   -------      -------  -------
LESS: DIVIDENDS
Dividends from net investment income                             -0-      -0-      (.01)         -0-      -0-
                                                             -------  -------   -------      -------  -------
Net asset value, end of period                               $ 22.50  $ 19.81   $ 19.62      $ 17.10  $ 12.88
                                                             =======  =======   =======      =======  =======
TOTAL RETURN
Total investment return based on net asset value(b)*           13.58%     .97%    14.80%       32.76%  (42.55)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $46,948  $51,114   $61,325      $63,368  $53,248
Ratio to average net assets of:
 Expenses                                                       1.31%    1.25%     1.25%(c)     1.31%    1.19%
 Net investment income (loss)                                    .03%    (.08)%    (.10)%(c)     .04%    (.47)%
Portfolio turnover rate                                           83%      97%      121%         197%     103%
---------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2012, December 31,
   2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.28%,
   0.07%, 0.22%, 0.41% and 0.03%, respectively.

ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO

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



                                                                                   CLASS B
                                                                           YEAR ENDED DECEMBER 31,
                                                               2012      2011       2010       2009      2008
----------------------------------------------------------------------------------------------------------------
                                                                                       
Net asset value, beginning of period                         $ 14.93  $ 18.24    $ 16.51     $ 12.41  $ 24.73
                                                             -------  -------    -------     -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                         .18      .22        .14         .18      .31
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  2.08    (3.06)      1.89        4.55   (12.23)
Contributions from Adviser                                       -0-     .00 (b)     -0-         -0-      .00(b)
                                                             -------  -------    -------     -------  -------
Net increase (decrease) in net asset value from operations      2.26    (2.84)      2.03        4.73   (11.92)
                                                             -------  -------    -------     -------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                            (.23)    (.47)      (.30)       (.63)     -0-
Distributions from net realized gain on investment
 transactions                                                    -0-      -0-        -0-         -0-     (.40)
                                                             -------  -------    -------     -------  -------
Total dividends and distributions                               (.23)    (.47)      (.30)       (.63)    (.40)
                                                             -------  -------    -------     -------  -------
Net asset value, end of period                               $ 16.96  $ 14.93    $ 18.24     $ 16.51  $ 12.41
                                                             =======  =======    =======     =======  =======
TOTAL RETURN
Total investment return based on net asset value(c)            15.23%  (16.04)%    12.61%      39.24%  (48.96)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $58,694  $58,322    $74,879     $72,604  $45,309
Ratio to average net assets of:
 Expenses                                                       1.22%    1.19%      1.18%(d)    1.24%    1.23%
 Net investment income                                          1.11%    1.27%       .83%(d)    1.28%    1.63%
Portfolio turnover rate                                           52%      66%       104%        118%      90%
----------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the year ended December 31, 2008 by 0.01%.


                                                                             69





ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO

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



                                                                                    CLASS B
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012     2011        2010        2009        2008
-------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $ 14.50  $ 18.99   $  16.34     $  10.67    $ 20.31
                                                             -------  -------   --------     --------    -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(a)                                  .09     (.03)       .07          .04       (.04)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                  1.83    (4.40)      2.90         5.63      (9.60)
Contributions from Adviser                                       -0-      -0-        -0-          .00(b)     .00(b)
                                                             -------  -------   --------     --------    -------
Net increase (decrease) in net asset value from operations      1.92    (4.43)      2.97         5.67      (9.64)
                                                             -------  -------   --------     --------    -------
LESS: DIVIDENDS
Dividends from net investment income                             -0-     (.06)      (.32)         -0-        -0-
                                                             -------  -------   --------     --------    -------
Net asset value, end of period                               $ 16.42  $ 14.50   $  18.99     $  16.34    $ 10.67
                                                             =======  =======   ========     ========    =======
TOTAL RETURN
Total investment return based on net asset value(c)*           13.24%  (23.41)%    18.58%       53.14%+   (47.46)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $91,864  $99,084   $141,649     $141,536    $84,880
Ratio to average net assets of:
 Expenses                                                       1.24%    1.19%      1.24%(d)     1.25%      1.18%
 Net investment income (loss)                                    .58%    (.14)%      .44%(d)      .27%      (.24)%
Portfolio turnover rate                                          152%     163%       117%         215%       141%
-------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect (i)
   insurance company's separate account related expense charges and (ii) the
   deductions of taxes that a shareholder would pay on Portfolio distributions
   or the redemption of Portfolio shares. Total investment return calculated
   for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2012, December 31, 2011,
   December 31, 2010, December 31, 2009 and December 31, 2008 by 0.07%, 0.04%,
   0.04%, 0.15% and 0.03%, respectively.

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

ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO

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



                                                                                    CLASS B
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012      2011        2010       2009       2008
------------------------------------------------------------------------------------------------------------------
                                                                                         
Net asset value, beginning of period                         $ 16.61   $ 15.94   $ 11.67      $  8.26   $ 15.19
                                                             -------   -------   -------      -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss(a)                                          (.16)     (.19)     (.16)        (.15)     (.15)
Net realized and unrealized gain (loss) on investment
 transactions                                                   2.61       .86      4.43         3.56     (6.78)
Contributions from Adviser                                       -0-       -0-       -0-          -0-       .00(b)
                                                             -------   -------   -------      -------   -------
Net increase (decrease) in net asset value from operations      2.45       .67      4.27         3.41     (6.93)
                                                             -------   -------   -------      -------   -------
LESS: DISTRIBUTIONS
Distributions from net realized gain on investment
 transactions                                                   (.70)      -0-       -0-          -0-       -0-
                                                             -------   -------   -------      -------   -------
Net asset value, end of period                               $ 18.36   $ 16.61   $ 15.94      $ 11.67   $  8.26
                                                             =======   =======   =======      =======   =======
TOTAL RETURN
Total investment return based on net asset value(c)            14.73%     4.20%*   36.59%*      41.28%*  (45.62)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $26,450   $29,665   $29,128      $14,796   $11,111
Ratio to average net assets of:
 Expenses                                                       1.43%     1.43%     1.62%(d)     1.87%     1.60%
 Net investment loss                                            (.89)%   (1.11)%   (1.23)%(d)   (1.58)%   (1.29)%
Portfolio turnover rate                                          105%       92%       95%         106%      129%
------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Amount is less than $.005.

(c)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2011, December 31, 2010,
   December 31, 2009 and December 31, 2008 by 0.09%, 0.05%, 0.28% and 0.40%,
   respectively.


70





ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO

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



                                                                                            CLASS B
                                                                                    YEAR ENDED DECEMBER 31,
                                                                         2012     2011       2010       2009     2008
------------------------------------------------------------------------------------------------------------------------
                                                                                                
Net asset value, beginning of period                                   $ 11.61  $ 12.05   $  9.67     $  7.86  $ 16.20
                                                                       -------  -------   -------     -------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                   .15      .08       .20         .20      .22
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    2.20     1.02      2.31        1.97    (4.37)
                                                                       -------  -------   -------     -------  -------
Net increase (decrease) in net asset value from operations                2.35     1.10      2.51        2.17    (4.15)
                                                                       -------  -------   -------     -------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.11)    (.15)     (.13)       (.20)    (.20)
Distributions from net realized gain on investment transactions          (1.57)   (1.39)      -0-        (.16)   (3.99)
                                                                       -------  -------   -------     -------  -------
Total dividends and distributions                                        (1.68)   (1.54)     (.13)       (.36)   (4.19)
                                                                       -------  -------   -------     -------  -------
Net asset value, end of period                                         $ 12.28  $ 11.61   $ 12.05     $  9.67  $  7.86
                                                                       =======  =======   =======     =======  =======
TOTAL RETURN
Total investment return based on net asset value(b)                      20.83%    8.75%*   26.05%      29.22%  (35.82)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $13,568  $13,536   $14,479     $12,517  $11,104
Ratio to average net assets of:
 Expenses                                                                 1.10%    1.13%     1.13%(c)    1.53%    1.26%
 Net investment income                                                    1.19%     .64%     1.89%(c)    2.67%    1.83%
Portfolio turnover rate                                                    110%     114%      132%         94%      46%
------------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the year ended December 31, 2011 by 0.06%.

ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO

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



                                                                                          CLASS B
                                                                                  YEAR ENDED DECEMBER 31,
                                                                        2012     2011       2010     2009     2008
---------------------------------------------------------------------------------------------------------------------
                                                                                             
Net asset value, beginning of period                                   $11.40  $ 14.77   $14.54     $10.93  $ 24.88
                                                                       ------  -------   ------     ------  -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                  .32      .31      .24        .28      .50
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                   1.29    (3.14)     .38+      3.47   (13.02)
                                                                       ------  -------   ------     ------  -------
Net increase (decrease) in net asset value from operations               1.61    (2.83)     .62       3.75   (12.52)
                                                                       ------  -------   ------     ------  -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                     (.17)    (.53)    (.39)      (.14)    (.18)
Distributions from net realized gain on investment transactions           -0-      -0-      -0-        -0-    (1.25)
Tax return of capital                                                     -0-     (.01)     -0-        -0-      -0-
                                                                       ------  -------   ------     ------  -------
Total dividends and distributions                                        (.17)    (.54)    (.39)      (.14)   (1.43)
                                                                       ------  -------   ------     ------  -------
Net asset value, end of period                                         $12.84  $ 11.40   $14.77     $14.54  $ 10.93
                                                                       ======  =======   ======     ======  =======
TOTAL RETURN
Total investment return based on net asset value(b)                     14.19%  (19.44)%   4.30%     34.36%  (53.28)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000,000's omitted)                          $1,058  $ 1,033   $1,326     $1,708  $ 1,659
Ratio to average net assets of:
 Expenses                                                                1.06%    1.07%    1.10%(c)   1.08%    1.06%
 Net investment income                                                   2.70%    2.23%    1.73%(c)   2.38%    2.77%
Portfolio turnover rate                                                    41%      62%      52%        52%      36%
---------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

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


                                                                             71





ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO

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



                                                                                    CLASS B
                                                                            YEAR ENDED DECEMBER 31,
                                                               2012       2011        2010       2009       2008
-------------------------------------------------------------------------------------------------------------------
                                                                                          
Net asset value, beginning of period                         $  15.38  $  16.87   $  13.36     $   9.87  $  17.03
                                                             --------  --------   --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .08       .05        .05          .05       .10
Net realized and unrealized gain (loss) on investment
 transactions                                                    2.71     (1.50)      3.50         4.01     (5.61)
                                                             --------  --------   --------     --------  --------
Net increase (decrease) in net asset value from operations       2.79     (1.45)      3.55         4.06     (5.51)
                                                             --------  --------   --------     --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.05)     (.04)      (.04)        (.09)     (.07)
Distributions from net realized gain on investment
 transactions                                                    (.54)      -0-        -0-         (.48)    (1.58)
                                                             --------  --------   --------     --------  --------
Total dividends and distributions                                (.59)     (.04)      (.04)        (.57)    (1.65)
                                                             --------  --------   --------     --------  --------
Net asset value, end of period                               $  17.58  $  15.38   $  16.87     $  13.36  $   9.87
                                                             ========  ========   ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(b)             18.47%    (8.62)%    26.59%       42.66%   (35.75)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $347,784  $324,145   $378,436     $264,635  $202,997
Ratio to average net assets of:
 Expenses                                                        1.07%     1.08%      1.09%(c)     1.12%     1.11%
 Net investment income                                            .51%      .31%       .31%(c)      .42%      .72%
Portfolio turnover rate                                            50%       70%        54%          58%       49%
-------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO

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



                                                                                     CLASS B
                                                                             YEAR ENDED DECEMBER 31,
                                                               2012       2011        2010        2009       2008
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Net asset value, beginning of period                         $   9.28  $   9.75   $   8.90     $   7.59   $  13.79
                                                             --------  --------   --------     --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .17       .15        .10          .14        .24
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   1.26      (.50)       .91         1.41      (5.58)
                                                             --------  --------   --------     --------   --------
Net increase (decrease) in net asset value from operations       1.43      (.35)      1.01         1.55      (5.34)
                                                             --------  --------   --------     --------   --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.17)     (.12)      (.16)        (.24)      (.24)
Distributions from net realized gain on investment
 transactions                                                     -0-       -0-        -0-          -0-       (.62)
                                                             --------  --------   --------     --------   --------
Total dividends and distributions                                (.17)     (.12)      (.16)        (.24)      (.86)
                                                             --------  --------   --------     --------   --------
Net asset value, end of period                               $  10.54  $   9.28   $   9.75     $   8.90   $   7.59
                                                             ========  ========   ========     ========   ========
TOTAL RETURN
Total investment return based on net asset value(b)             15.54%    (3.78)%    11.42%*      21.04%*   (41.01)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $157,920  $175,183   $212,522     $213,827   $197,080
Ratio to average net assets of:
 Expenses                                                         .97%      .96%       .96%(c)      .95%       .92%
 Net investment income                                           1.72%     1.51%      1.12%(c)     1.84%      2.24%
Portfolio turnover rate                                            40%       62%        73%          64%        33%
---------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

(b)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 *Includes the impact of proceeds received and credited to the Portfolio
  resulting from class action settlements, which enhanced the Portfolio's
  performance for the years ended December 31, 2010, December 31, 2009 and
  December 31, 2008 by 0.01%, 0.02% and 0.02%, respectively


72





ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO

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



                                                                                        CLASS B
                                                                                YEAR ENDED DECEMBER 31,
                                                               2012       2011         2010        2009         2008
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
Net asset value, beginning of period                         $  10.80  $  11.38    $  10.58     $   8.58   $  12.97
                                                             --------  --------    --------     --------   --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                          .19       .20         .20          .22        .26(b)
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                   1.24      (.53)        .87         1.86      (4.02)
Contributions from Adviser                                        -0-       -0-         -0-          -0-        .00(c)
                                                             --------  --------    --------     --------   --------
Net increase (decrease) in net asset value from operations       1.43      (.33)       1.07         2.08      (3.76)
                                                             --------  --------    --------     --------   --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                             (.22)     (.25)       (.27)        (.08)      (.35)
Distributions from net realized gain on investment and
 foreign currency transactions                                    -0-       -0-         -0-          -0-       (.28)
                                                             --------  --------    --------     --------   --------
Total dividends and distributions                                (.22)     (.25)       (.27)        (.08)      (.63)
                                                             --------  --------    --------     --------   --------
Net asset value, end of period                               $  12.01  $  10.80    $  11.38     $  10.58   $   8.58
                                                             ========  ========    ========     ========   ========
TOTAL RETURN
Total investment return based on net asset value(d)             13.38%    (3.06)%*    10.30%*      24.45%*   (30.20)%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                    $508,141  $483,047    $518,572     $458,669   $285,962
Ratio to average net assets of:
 Expenses, net of waivers/reimbursements                          .90%      .91%        .93%(e)      .95%      1.00%(e)
 Expenses, before waivers/reimbursements                          .90%      .91%        .93%(e)      .95%      1.02%(e)
 Net investment income                                           1.67%     1.78%       1.89%(e)     2.36%      2.48%(b)(e)
Portfolio turnover rate                                            90%       94%        101%          85%        93%
--------------------------------------------------------------------------------------------------------------------------




(a)Based on average shares outstanding.

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

(c)Amount is less than $.005.

(d)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

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

 * Includes the impact of proceeds received and credited to the Portfolio
   resulting from class action settlements, which enhanced the Portfolio's
   performance for the years ended December 31, 2011, December 31, 2010,
   December 31, 2009 and December 31, 2008 by 0.02%, 0.03%, 0.06% and 0.10%,
   respectively.


                                                                             73





ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION PORTFOLIO

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



                                                                      CLASS B
                                                                            APRIL 1,
                                                              YEAR ENDED   2011(a) TO
                                                             DECEMBER 31, DECEMBER 31,
                                                                 2012         2011
---------------------------------------------------------------------------------------
                                                                    
Net asset value, beginning of period                           $   9.74     $ 10.00
                                                               --------     -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)(c)                                         .01         .06
Net realized and unrealized gain (loss) on investment and
 foreign currency transactions                                      .76        (.32)
                                                               --------     -------
Net increase (decrease) in net asset value from operations          .77        (.26)
                                                               --------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                               (.01)        -0-
Distributions from net realized gain on investment
 transactions                                                      (.01)        -0-
                                                               --------     -------
Total dividends and distributions                                  (.02)        -0-
                                                               --------     -------
Net asset value, end of period                                 $  10.49     $  9.74
                                                               ========     =======
TOTAL RETURN
Total investment return based on net asset value(d)                7.90%      (2.60)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                      $220,663     $51,687
Ratio to average net assets of:
 Expenses, net of waivers/reimbursements                           1.10%       1.10%(e)
 Expenses, before waivers/reimbursements                           1.29%       2.45%(e)
 Net investment income(c)                                           .12%       1.02%(e)
Portfolio turnover rate                                              51%         68%
---------------------------------------------------------------------------------------




(a)Commencement of operations.

(b)Based on average shares outstanding.

(c)Net of fees waived and expenses reimbursed by the Adviser.

(d)Total investment return is calculated assuming an initial investment made at
   the net asset value at the beginning of the period, reinvestment of all
   dividends and distributions at net asset value during the period, and
   redemption on the last day of the period. Total return does not reflect
   (i) insurance company's separate account related expense charges and
   (ii) the deductions of taxes that a shareholder would pay on Portfolio
   distributions or the redemption of Portfolio shares. Total investment return
   calculated for a period of less than one year is not annualized.

(e)Annualized.


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 Caa 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
--------------------------------------------------------------------------------


A 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 VPS 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  $  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 VPS 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  $  116.55    $10,383.45
   2             10,383.45      519.17    10,902.62     121.02     10,781.60
   3             10,781.60      539.08    11,320.68     125.66     11,195.02
   4             11,195.02      559.75    11,754.78     130.48     11,624.30
   5             11,624.30      581.21    12,205.51     135.48     12,070.03
   6             12,070.03      603.50    12,673.53     140.68     12,532.86
   7             12,532.86      626.64    13,159.50     146.07     13,013.43
   8             13,013.43      650.67    13,664.10     151.67     13,512.43
   9             13,512.43      675.62    14,188.05     157.49     14,030.56
   10            14,030.56      701.53    14,732.09     163.53     14,568.56
   --------------------------------------------------------------------------
   Cumulative                $5,957.17               $1,388.63




ALLIANCEBERNSTEIN VPS 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  $   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 VPS GROWTH PORTFOLIO

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




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  137.55    $10,362.45
   2             10,362.45      518.12    10,880.57     142.54     10,738.04
   3             10,738.04      536.90    11,274.94     147.70     11,127.24
   4             11,127.24      556.36    11,683.60     153.06     11,530.54
   5             11,530.54      576.53    12,107.07     158.60     11,948.47
   6             11,948.47      597.42    12,545.89     164.35     12,381.54
   7             12,381.54      619.08    13,000.62     170.31     12,830.31
   8             12,830.31      641.52    13,471.83     176.48     13,295.34
   9             13,295.34      664.77    13,960.11     182.88     13,777.23
   10            13,777.23      688.86    14,466.10     189.51     14,276.59
   --------------------------------------------------------------------------
   Cumulative                $5,899.56               $1,622.98




ALLIANCEBERNSTEIN VPS 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  $  128.10    $10,371.90
   2             10,371.90      518.60    10,890.50     132.86     10,757.63
   3             10,757.63      537.88    11,295.51     137.81     11,157.71
   4             11,157.71      557.89    11,715.59     142.93     11,572.66
   5             11,572.66      578.63    12,151.30     148.25     12,003.05
   6             12,003.05      600.15    12,603.20     153.76     12,449.44
   7             12,449.44      622.47    13,071.92     159.48     12,912.44
   8             12,912.44      645.62    13,558.06     165.41     13,392.65
   9             13,392.65      669.63    14,062.28     171.56     13,890.72
   10            13,890.72      694.54    14,585.26     177.94     14,407.32
   --------------------------------------------------------------------------
   Cumulative                $5,925.41               $1,518.10




ALLIANCEBERNSTEIN VPS 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     10,753.28
   3             10,753.28      537.66    11,290.94     140.01     11,150.93
   4             11,150.93      557.55    11,708.48     145.19     11,563.29
   5             11,563.29      578.16    12,141.46     150.55     11,990.90
   6             11,990.90      599.55    12,590.45     156.12     12,434.33
   7             12,434.33      621.72    13,056.04     161.89     12,894.15
   8             12,894.15      644.71    13,538.86     167.88     13,370.97
   9             13,370.97      668.55    14,039.52     174.09     13,865.43
   10            13,865.43      693.27    14,558.70     180.53     14,378.18
   --------------------------------------------------------------------------
   Cumulative                $5,919.66               $1,541.47




ALLIANCEBERNSTEIN VPS 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  $  150.15    $10,349.85
   2             10,349.85      517.49    10,867.34     155.40     10,711.94
   3             10,711.94      535.60    11,247.54     160.84     11,086.70
   4             11,086.70      554.33    11,641.03     166.47     11,474.56
   5             11,474.56      573.73    12,048.29     172.29     11,876.00
   6             11,876.00      593.80    12,469.80     178.32     12,291.48
   7             12,291.48      614.57    12,906.06     184.56     12,721.50
   8             12,721.50      636.08    13,357.58     191.01     13,166.56
   9             13,166.56      658.33    13,824.89     197.70     13,627.20
   10            13,627.20      681.36    14,308.56     204.61     14,103.94
   --------------------------------------------------------------------------
   Cumulative                $5,865.29               $1,761.35



B-2





ALLIANCEBERNSTEIN VPS 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  $  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 VPS 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  $  111.30    $10,388.70
   2             10,388.70      519.44    10,908.14     115.63     10,792.51
   3             10,792.51      539.63    11,332.13     120.12     11,212.01
   4             11,212.01      560.60    11,772.61     124.79     11,647.82
   5             11,647.82      582.39    12,230.22     129.64     12,100.58
   6             12,100.58      605.03    12,705.60     134.68     12,570.92
   7             12,570.92      628.55    13,199.47     139.91     13,059.56
   8             13,059.56      652.98    13,712.53     145.35     13,567.18
   9             13,567.18      678.36    14,245.54     151.00     14,094.54
   10            14,094.54      704.73    14,799.26     156.87     14,642.39
   --------------------------------------------------------------------------
   Cumulative                $5,971.71               $1,329.29




ALLIANCEBERNSTEIN VPS 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  $  112.35    $10,387.65
   2             10,387.65      519.38    10,907.03     116.71     10,790.33
   3             10,790.33      539.52    11,329.84     121.23     11,208.61
   4             11,208.61      560.43    11,769.05     125.93     11,643.12
   5             11,643.12      582.16    12,225.27     130.81     12,094.46
   6             12,094.46      604.72    12,699.18     135.88     12,563.30
   7             12,563.30      628.17    13,191.47     141.15     13,050.32
   8             13,050.32      652.52    13,702.84     146.62     13,556.22
   9             13,556.22      677.81    14,234.03     152.30     14,081.72
   10            14,081.72      704.09    14,785.81     158.21     14,627.60
   --------------------------------------------------------------------------
   Cumulative                $5,968.80               $1,341.19




ALLIANCEBERNSTEIN VPS 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  $  101.85    $10,398.15
   2             10,398.15      519.91    10,918.06     105.91     10,812.15
   3             10,812.15      540.61    11,352.76     110.12     11,242.64
   4             11,242.64      562.13    11,804.77     114.51     11,690.26
   5             11,690.26      584.51    12,274.78     119.07     12,155.71
   6             12,155.71      607.79    12,763.50     123.81     12,639.69
   7             12,639.69      631.98    13,271.68     128.74     13,142.94
   8             13,142.94      657.15    13,800.09     133.86     13,666.23
   9             13,666.23      683.31    14,349.54     139.19     14,210.35
   10            14,210.35      710.52    14,920.87     144.73     14,776.13
   --------------------------------------------------------------------------
   Cumulative                $5,997.91               $1,221.79



                                                                            B-3





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




ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION PORTFOLIO

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




                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS    EXPENSES*    INVESTMENT
   --------------------------------------------------------------------------
                                                  
   1            $10,000.00   $  500.00   $10,500.00  $  117.60    $10,382.40
   2             10,382.40      519.12    10,901.52     142.81     10,758.71
   3             10,758.71      537.94    11,296.65     147.99     11,148.66
   4             11,148.66      557.43    11,706.09     153.35     11,552.74
   5             11,552.74      577.64    12,130.38     158.91     11,971.47
   6             11,971.47      598.57    12,570.05     164.67     12,405.38
   7             12,405.38      620.27    13,025.65     170.64     12,855.01
   8             12,855.01      642.75    13,497.76     176.82     13,320.94
   9             13,320.94      666.05    13,986.99     183.23     13,803.76
   10            13,803.76      690.19    14,493.95     189.87     14,304.08
   --------------------------------------------------------------------------
   Cumulative                $5,909.96               $1,605.89




* Expenses are net of any fee waiver or expense waiver for the first year.
  Thereafter, the expense ratio reflects the Portfolio's operating expenses as
  reflected under "Fees and Expenses of the Portfolios" before waiver.


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 Portfolios have an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Portfolios'
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.

                          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
                       DYNAMIC ASSET ALLOCATION 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 1, 2013


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


            This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectuses
dated May 1, 2013, for AllianceBernstein(R) Variable Products Series (VPS) Fund,
Inc. (the "Fund") that offer Class A shares and Class B shares of the Fund's
Portfolios (each a "Prospectus", and together, the "Prospectuses"). Financial
statements for each Portfolio of the Fund for the year ended December 31, 2012,
are included in the Portfolio's annual report and are incorporated into this SAI
by reference. Copies of the Prospectuses and annual reports 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.......................3

INVESTMENT RESTRICTIONS.....................................................46

MANAGEMENT OF THE FUND......................................................47

EXPENSES OF THE PORTFOLIOS..................................................90

PURCHASE AND REDEMPTION OF SHARES...........................................96

NET ASSET VALUE............................................................101

PORTFOLIO TRANSACTIONS.....................................................104

DIVIDENDS, DISTRIBUTIONS AND TAXES.........................................112

GENERAL INFORMATION........................................................113

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM.............................................129



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.

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 depositary receipts. American Depositary
Receipts ("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. European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs") or 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 non-U.S. company. Transactions in these
securities may not necessarily be settled in the same currency as transactions
in the securities into which they represent. In addition, the issuers of the
securities of unsponsored depositary receipts are not obligated to disclose
material information in the United States. 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 those of Europe and
Asia.


Derivatives
-----------


            A Portfolio may, but is not required to, use derivatives for hedging
or other 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: options, futures,
forwards and swaps. These 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.

            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 canceled 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 (e.g.,
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). Most 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 and other Regulatory Issues. 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 Governmental Regulation of Derivatives. Among other
            things, 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
            government regulation of various types of derivative instruments,
            including futures and swaps, 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.


            Other. A Portfolio may purchase and sell derivative instruments only
to the extent that such activities are consistent with the requirements of the
Commodity Exchange Act ("CEA") and the rules adopted by the Commodity Futures
Trading Commission ("CFTC") thereunder. Under CFTC rules, a registered
investment company that conducts more than a minimal amount of trading in
futures, commodity options, swaps and other commodity interests is a commodity
pool and its adviser must register as a commodity pool operator. Under such
rules, registered investment companies are subject to additional disclosure and
reporting requirements. The Adviser and the Portfolios, except for the Dynamic
Asset Allocation Portfolio, have claimed an exclusion from the definition of
commodity pool operator under CFTC Rule 4.5 and are not currently subject to
these registration, disclosure and reporting requirements. This exclusion is not
available to the Dynamic Asset Allocation Portfolio, and the Adviser has
registered as a CPO with respect to this Portfolio. As a result, the Dynamic
Asset Allocation Portfolio will be subject to additional disclosure and
reporting requirements. The CFTC has not yet adopted final rules for these
additional requirements and, therefore, the scope of these requirements is
currently unclear but could potentially affect the Portfolio's expenses.


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
forgo 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 AllianceBernstein L.P., the Portfolios' adviser
(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 may purchase put options to hedge against a decline in
the value of portfolio securities. If such decline occurs, the put options will
permit the Portfolio to sell the securities at the exercise price or to close
out the options at a profit. By using put options in this way, a Portfolio will
reduce any profit it might otherwise have realized on the underlying security by
the amount of the premium paid for the put option and by transaction costs.

            A Portfolio 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 relatively 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.

            A Portfolio may purchase or write options on securities of the types
in which it is permitted to invest in privately-negotiated (i.e.,
over-the-counter) transactions. By writing a call option, 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 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.


            A Portfolio may also write put or call options on securities indices
to, among other things, earn income. If the value of the chosen index declines
below the exercise price of the put option, the Portfolio has the risk of loss
of the amount of the difference between the exercise price and the closing level
of the chosen index, which it would be required to pay to the buyer of the put
option and which may not be offset by the premium it received upon sale of the
put option. Similarly, if the value of the index is higher than the exercise
price of the call option, the Portfolio has the risk of loss of the amount of
the difference between the exercise price and the closing level of the chosen
index, which may not be offset by the premium it received upon sale of the call
option. If the decline or increase in the value securities index is
significantly below or above the exercise price of the written option, the
Portfolio could experience a substantial loss.


            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.

            - Other Option Strategies. In an effort to earn extra income, to
adjust exposure to individual securities or markets, or to protect all or a
portion of its portfolio from a decline in value, sometimes within certain
ranges, a Portfolio that invests in equity securities may use option strategies
such as the concurrent purchase of a call or put option, including on individual
securities and stock indexes, futures contracts (including on individual
securities and stock indexes) or shares of exchange-traded funds ("ETFs") at one
strike price and the writing of a call or put option on the same individual
security, stock index, futures contract or ETF at a higher strike price in the
case of a call option or at a lower strike price in the case of a put option.
The maximum profit from this strategy would result for the call options from an
increase in the value of the individual security, stock index, futures contract
or ETF above the higher strike price or for the put options the decline in the
value of the individual security, stock index, futures contract or ETF below the
lower strike price. If the price of the individual security, stock index,
futures contract or ETF declines in the case of the call option or increases in
the case of the put option, the Portfolio has the risk of losing the entire
amount paid for the call or put options.

            - Options on Foreign Currencies. A Portfolio may purchase and write
options on foreign currencies for hedging and non-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 forgo 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 forgo 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 Currencies. 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 purchase or 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 or risk management 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.



            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 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
ten years, provided that no credit event occurs. If a credit event occurs, a
Portfolio typically must pay the contingent payment to the buyer. The contingent
payment will be either (i) the "par value" (face amount) of the reference
obligation in which case the Portfolio will receive the reference obligation in
return, or (ii) an amount equal to the difference between the par value and the
current market value of the obligation. The value of the reference obligation
received by a Portfolio as a seller if a credit event occurs, coupled with the
periodic payments previously received, may be less than the full notional value
it pays to the buyer, resulting in a loss of value to the Fund. 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 typically 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 nationally recognized statistical rating
organization ("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, 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 securities of foreign issuers, to
foreign risk and currency risk.

            International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction
with an issue of bonds or shares, although they also may be issued as part of a
rights issue or scrip issue. When issued with bonds or shares, they usually
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be
traded in different currency (euro-warrants). Equity warrants are traded on a
number of foreign exchanges and in over-the-counter markets. Index warrants and
interest rate warrants are rights created by an issuer, typically a financial
institution, entitling the holder to purchase, in the case of a call, or sell,
in the case of a put, respectively, an equity index or a specific bond issue or
interest rate index at a certain level over a fixed period of time. Index
warrants transactions settle in cash, while interest rate warrants can typically
be exercised in the underlying instrument or settle in cash.

            A Portfolio also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.
Like covered warrants, long term-options are call options created by an issuer,
typically a financial institution, entitling the holder to purchase from the
issuer outstanding securities of another issuer. Long-term options have an
initial period of one year or more, but generally have terms between three and
five years. Unlike U.S. options, long-term European options do not settle
through a clearing corporation that guarantees the performance of the
counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

            - 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 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. 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 of 1933, as amended (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 interpretation or position of the Securities
and Exchange Commission (the "SEC") with respect to such type of securities.

Investment in Exchange-Traded Funds and Other Investment Companies
------------------------------------------------------------------


            A Portfolio may invest in shares of ETFs, subject to the
restrictions and limitations of the 1940 Act or any applicable rules, exemptive
orders or regulatory guidance. ETFs are pooled investment vehicles, which may be
managed or unmanaged, that generally seek to track the performance of a specific
index. ETFs will not track their underlying indices precisely since the ETFs
have expenses and may need to hold a portion of their assets in cash, unlike the
underlying indices, and the ETFs may not invest in all of the securities in the
underlying indices in the same proportion as the underlying indices for various
reasons. The Portfolios will incur transaction costs when buying and selling ETF
shares, and indirectly bear the expenses of the ETFs. In addition, the market
value of an ETF's shares, which is based on supply and demand in the market for
the ETF's shares, may differ from its NAV. Accordingly, there may be times when
an ETF's shares trade at a discount to its NAV.


            A Portfolio may also invest in investment companies other than ETFs
as permitted by the 1940 Act or the rules and regulations thereunder. As with
ETF investments, if the Portfolio acquires shares in other investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. The Portfolios intend to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act.

Loans of Portfolio Securities
-----------------------------

            A Portfolio may seek to increase income by lending portfolio
securities to brokers, dealers, and financial institutions ("borrowers") to the
extent permitted under the 1940 Act or the rules or 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 the securities lending program, all securities loans will be secured
continually by cash collateral. A principal risk in lending portfolio securities
is that the borrower will fail to return the loaned securities upon termination
of the loan and, that the collateral will not be sufficient to replace the
loaned securities upon the borrower's default. In determining whether to lend
securities to a particular borrower, the Adviser (subject to oversight by the
Board) 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 creditworthy 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. A Portfolio will be compensated for the loan from
a portion of the net return from the interest earned on the cash collateral
after a rebate paid to the borrower (which may be a negative amount - i.e., the
borrower may pay a fee to the Portfolio in connection with the loan) and
payments for fees paid to the securities lending agent and for certain other
administrative expenses.

            A Portfolio will have the right to call a loan and obtain the
securities loaned on notice to the borrower within the normal and customary
settlement time for the securities. While securities are on loan, the borrower
is obligated to pay the Portfolio amounts equal to any income or other
distribution from the securities.

            A Portfolio will invest any cash collateral in a money market fund
that complies with Rule 2a-7 under the 1940 Act, has been approved by the Board
and is expected to be advised by the Adviser. Any such investment of cash
collateral will be subject to the money market fund's investment risk. The
Portfolio may pay reasonable finders', administrative, and custodial fees in
connection with a loan.

            A Portfolio will not have the right to vote any securities having
voting rights during the existence of the loan. The Portfolio will have the
right to regain record ownership of loaned securities or equivalent securities
in order to exercise voting or ownership rights. When the Portfolio lends its
securities, its investment performance will continue to reflect the value of
securities on loan.


Mortgage-Related Securities, Other Asset-Backed Securities and Structured
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 U.S. Department of Veterans
Affairs-guaranteed mortgages.

            Government-related (i.e., not backed by the full faith and credit of
the U.S. Government) guarantors include the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("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. Department of the Treasury ("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 multiclass 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.


            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.


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.

Real Estate Investment Trusts
-----------------------------

            Real Estate Investment Trusts ("REITs") are pooled investment
vehicles that invest primarily in income-producing real estate or real estate
related loans or interests. REITs are generally classified as equity REITs,
mortgage REITs or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive income
from the collection of principal and interest and 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 United States Internal Revenue Code of 1986, as amended (the "Code"). A
Portfolio will indirectly bear its proportionate share of expenses incurred by
REITs in which the Portfolio invests in addition to the expenses incurred
directly by the Portfolio.

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

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

            REITs are 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.

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

            A Portfolio may 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 Ratings
------------------

            The ratings of fixed-income securities by Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Ratings Services ("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 Portfolio may make short sales of securities or maintain a short
position. 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 Products
-------------------

            A Portfolio may invest in structured products. Structured products,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depositary
instrument. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a structured product is tied (either positively
or negatively) to prices, changes in prices, or differences between prices, of
underlying assets, such as securities, currencies, intangibles, goods, articles
or commodities or by reference to an unrelated benchmark related to an objective
index, economic factor or other measure, such as interest rates, currency
exchange rates, commodity indices, and securities indices. The interest rate or
(unlike most fixed-income securities) the principal amount payable at maturity
of a structured product may be increased or decreased depending on changes in
the value of the underlying asset or benchmark.

            Structured products may take a variety of forms. Most commonly, they
are in the form of 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, but may also be issued as
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.

            Investing in structured products may be more efficient and less
expensive for a Portfolio than investing in the underlying assets or benchmarks
and the related derivative. These investments can be used as a means of pursuing
a variety of investment goals, including currency hedging, duration management
and increased total return. In addition, structured products may be a
tax-advantaged investment in that they generate income that may be distributed
to shareholders as income rather than short-term capital gains that may
otherwise result from a derivatives transaction.

            Structured products, however, have more risk than traditional types
of debt or other securities. These products may not bear interest or pay
dividends. The value of a structured product or its interest rate may be a
multiple of a benchmark and, as a result, may be leveraged and move (up or down)
more steeply and rapidly than the benchmark. Under certain conditions, the
redemption value of a structured product could be zero. Structured products are
potentially more volatile and carry greater market risks than traditional debt
instruments. 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 products may be less liquid and more difficult to price than less
complex securities or instruments or more traditional debt securities. The risk
of these investments can be substantial with the possibility that the entire
principal amount is at risk. The purchase of structured products also exposes a
Portfolio to the credit risk of the issuer of the structured product.

            Structured Notes and Indexed Securities: A Portfolio may invest in a
particular type of structured instrument sometimes referred to as a "structured
note". The terms of these notes may be structured by the issuer and the
purchaser of the note. Structured notes are derivative debt instruments, the
interest rate or principal of which is determined by an unrelated indicator (for
example, a currency, security, commodity or index thereof). Indexed securities
may include structured notes as well as securities other than debt securities,
the interest rate or principal of which is determined by an unrelated indicator.
The terms of structured notes and indexed securities may provide that in certain
circumstances no principal is due at maturity, which may result in a total loss
of invested capital. Structured notes and indexed securities may be positively
or negatively indexed, so that appreciation of the unrelated indicator may
produce an increase or a decrease in the interest rate or the value of the
structured note or indexed security at maturity may be calculated as a specified
multiple of the change in the value of the unrelated indicator. Therefore, the
value of such notes and securities may be very volatile. Structured notes and
indexed securities may entail a greater degree of market risk than other types
of debt securities because the investor bears the risk of the unrelated
indicator. Structured notes or indexed securities also may be more volatile,
less liquid, and more difficult to accurately price than less complex securities
and instruments or more traditional debt securities.

            Commodity Index-Linked Notes and Commodity-Linked Notes: Structured
products may provide exposure to the commodities markets. These structured notes
may include leveraged or unleveraged commodity index-linked notes, which are
derivative debt instruments with principal and/or coupon payments linked to the
performance of commodity indices. They also include commodity-linked notes with
principal and/or coupon payments linked to the value of particular commodities
or commodities futures contracts, or a subset of commodities and commodities
future contracts. The value of these notes will rise or fall in response to
changes in the underlying commodity, commodity futures contract, subset of
commodities or commodities futures contracts or commodity index. These notes
expose a Portfolio economically to movements in commodity prices. These notes
also are subject to risks, such as credit, market and interest rate risks, that
in general affect the values of debt securities. In addition, these notes are
often leveraged, increasing the volatility of each note's market value relative
to changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, the Portfolio might receive interest or principal payments on
the note that are determined based upon a specified multiple of the change in
value of the underlying commodity, commodity futures contract or index.

            Credit-Linked Securities: Credit-linked securities are issued by a
limited purpose trust or other vehicle that, in turn, invests in a basket of
derivative instruments, such as credit default swaps, interest rate swaps and
other securities, in order to provide exposure to certain high-yield or other
fixed-income markets. For example, a Portfolio may invest in credit-linked
securities as a cash management tool in order to gain exposure to certain
high-yield markets and/or to remain fully invested when more traditional
income-producing securities are not available. Like an investment in a bond,
investments in credit-linked securities represent the right to receive periodic
income payments (in the form of distributions) and payment of principal at the
end of the term of the security. However, these payments are conditioned on the
trust's receipt of payments from, and the trust's potential obligations to, the
counterparties to the derivative instruments and other securities in which the
trust invests. For instance, the trust may sell one or more credit default
swaps, under which the trust would receive a stream of payments over the term of
the swap agreements provided that no event of default has occurred with respect
to the referenced debt obligation upon which the swap is based. If a default
occurs, the stream of payments may stop and the trust would be obligated to pay
the counterparty the par value (or other agreed-upon value) of the referenced
debt obligation. This, in turn, would reduce the amount of income and principal
that a Portfolio would receive as an investor in the trust. A Portfolio's
investments in these instruments are indirectly subject to the risks associated
with derivative instruments, including, among others, credit risk, default or
similar event risk, counterparty risk, interest rate risk, and leverage risk and
management risk. These securities are generally structured as Rule 144A
securities so that they may be freely traded among institutional buyers.
However, changes in the market for credit-linked securities or the availability
of willing buyers may result in the securities becoming illiquid.




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.

            IPS tend to react to changes in real interest rates. In general, the
price of IPS can fall when real interest rates rise, and can rise when real
interest rates fall. In addition, the value of IPS may be vulnerable to changes
in expectations of inflation. Interest payments on IPS 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 TIPS increases with inflation and decreases with deflation, as measured by
the CPI. When TIPS mature, 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 30 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. 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. A Portfolio may also create leverage through
the use of derivatives or use leverage for investment purposes by entering into
transactions such as reverse repurchase agreements and forward contracts. This
means that the Portfolio uses the cash proceeds made available during the term
of these transactions to make investments in other securities.

            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 would normally 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 in adverse circumstances,
potentially significantly reducing its NAV.


            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 SEC 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 on another
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.

Real Estate Investments
-----------------------

            If a Portfolio, including, in particular, Real Estate Investment
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 Real Estate
Investment Portfolio in securities of companies providing mortgage servicing
will be subject to the risks associated with refinancings and their impact on
servicing rights.

            REITs are 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.

Risks of Investments in Securities of Foreign Issuers.
------------------------------------------------------

            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 United
States, 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 United States. 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 securities of foreign issuers 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
United States. While growing in volume, they usually have substantially less
volume than the New York Stock Exchange (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 United States and, at times, volatility of price can
be greater than in the United States. 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 United
States.

            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 the securities of companies in certain
countries is restricted or controlled to varying degrees. These restrictions or
controls may at times limit or preclude Portfolio investment in certain
securities of foreign issuers 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 "Dividends, Distributions and Taxes".


            Investors should understand that the expense ratio of a fund
investing in securities of foreign issuers may be higher than investment
companies investing only in domestic securities since, among other things, the
cost of maintaining the custody of securities of foreign issuers 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 securities of foreign issuers, there are U.S.
Dollar-denominated ADRs which are traded in the United States 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.


            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 CFTC or (with the
exception of certain foreign currency options) the SEC. 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 SEC 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 SEC, 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)   The 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, the
      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 the 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 United States.

            (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.

            As a fundamental policy, each Portfolio is diversified (as that term
is defined in the 1940 Act). This means that at least 75% of the Portfolio's
assets consist of:

            o     Cash or cash items;

            o     Government securities;

            o     Securities of other investment companies; and

            o     Securities of any one issuer that represent not more than 10%
                  of the outstanding voting securities of the issuer of the
                  securities and not more than 5% of the total assets of the
                  Portfolio.

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 SEC 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

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

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, 2012, totaling
approximately $430 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.

            As of December 31, 2012, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as
follows:

               AXA and its subsidiaries                  61.0%

               Holding                                   37.5

               Unaffiliated holders                       1.5
                                                 ------------------


                                                        100.0%
                                                 ==================


            AXA is 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"). AllianceBernstein Holding L.P. ("Holding") is a Delaware limited
partnership the units of which ("Holding Units"), are traded publicly on the
Exchange under the ticker symbol "AB". As of December 31, 2012, AXA owned
approximately 1.4% of the issued and outstanding assignments of beneficial
ownership of Holding Units.

            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 65.5% economic interest in the Adviser
as of December 31, 2012.


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 SEC and with state regulatory authorities).


            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,
2012.


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


Intermediate Bond Portfolio                            $44,915
Large Cap Growth Portfolio                             $45,150
Growth and Income Portfolio                            $44,814
Growth Portfolio                                       $44,841
International Growth Portfolio                         $44,879
Global Thematic Growth Portfolio                       $45,432
Small Cap Growth Portfolio                             $44,986
Real Estate Investment Portfolio                       $45,659
International Value Portfolio                          $44,851
Small/Mid Cap Value Portfolio                          $45,506
Value Portfolio                                        $45,169
Balanced Wealth Strategy Portfolio                     $45,528
Dynamic Asset Allocation Portfolio                     $49,297




            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 1-3, 2012, July
31-August 2, 2012 and November 6-8, 2012.


            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.


            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.


            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
PORTFOLIO                             THE PORTFOLIO'S AGGREGATE NET ASSETS
---------                             -------------------------------------

Intermediate Bond 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

Large Cap 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

Growth and Income 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

International 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

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

Global Thematic 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

Small Cap 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

Real Estate Investment 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

International Value 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

Small/Mid Cap Value 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

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

Balanced Wealth Strategy 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

Dynamic Asset Allocation Portfolio    .70 of 1% of average net assets


            These fees are accrued daily and paid monthly. The Adviser has
contractually agreed for the period from the effective date of the Portfolios'
Prospectuses to the effective date of the subsequent Prospectuses incorporating
the Portfolios' annual financial statements (the "Period") to waive its fee and
bear certain expenses so that total expenses do not exceed, on an annual basis,
the percentages of average daily net assets for the share classes of the
Portfolios listed below. This fee waiver and/or expense reimbursement agreement
automatically extends each year unless the Adviser provides notice to the
Portfolios at least 60 days prior to the end of the Period.


                  Portfolios                       Expense Caps
                  ----------                       ------------

International Value Portfolio                    Class A    1.20%
                                                 Class B    1.45%

Small/Mid Cap Value Portfolio                    Class A    1.20%
                                                 Class B    1.45%

Value Portfolio                                  Class A    1.20%
                                                 Class B    1.45%

Balanced Wealth Strategy Portfolio               Class A     .75%
                                                 Class B    1.00%

Dynamic Asset Allocation Portfolio               Class A     .85%
                                                 Class B    1.10%



            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
PORTFOLIO                                 DECEMBER 31        AMOUNT RECEIVED
---------                               ---------------      ---------------


Intermediate Bond Portfolio                  2010             $   756,946
                                             2011             $   663,933
                                             2012             $   537,093

Large Cap Growth Portfolio                   2010             $ 3,074,645
                                             2011             $ 3,016,811
                                             2012             $ 2,763,102

Growth and Income Portfolio                  2010             $ 5,452,055
                                             2011             $ 5,209,331
                                             2012             $ 4,970,692

Growth Portfolio                             2010             $   716,734
                                             2011             $   688,064
                                             2012             $   588,623

International Growth Portfolio               2010             $ 1,406,212
                                             2011             $ 1,346,487
                                             2012             $ 1,134,380

Global Thematic Growth Portfolio             2010             $ 1,437,042
                                             2011             $ 1,394,681
                                             2012             $ 1,041,640

Small Cap Growth Portfolio                   2010             $   314,995
                                             2011             $   450,810
                                             2012             $   449,446

Real Estate Investment Portfolio             2010             $   378,158
                                             2011             $   424,010
                                             2012             $   446,395

Small/Mid Cap Value Portfolio                2010             $ 3,552,405
                                             2011             $ 3,851,236
                                             2012             $ 3,713,115

Value Portfolio                              2010             $ 1,135,415
                                             2011             $ 1,066,870
                                             2012             $   929,258

International Value Portfolio                2010             $11,570,726
                                             2011             $ 9,735,549
                                             2012             $ 8,309,168

Balanced Wealth Strategy Portfolio           2010             $ 2,985,277
                                             2011             $ 3,138,158
                                             2012             $ 3,039,523

Dynamic Asset Allocation Portfolio           2011             $         0
                                             2012             $   715,573


            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
                                                   ---------


Dynamic Asset Allocation Portfolio            2011              $259,480*
                                              2012              $268,372


--------
* Waiver excludes administrative fee waiver. The Adviser reimbursed the
Portfolio an additional amount of $112,620 in 2011 for certain of its
non-advisory expenses.


            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 Blended Style
Series, Inc., AllianceBernstein Bond Fund, Inc., AllianceBernstein Cap Fund,
Inc., AllianceBernstein Core Opportunities Fund, Inc., AllianceBernstein
Corporate Shares, AllianceBernstein Discovery Growth Fund, Inc.,
AllianceBernstein Equity Income Fund, Inc., AllianceBernstein Exchange Reserves,
AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Global Bond Fund,
Inc., AllianceBernstein Global Real Estate Investment Fund, Inc.,
AllianceBernstein Global Risk Allocation Fund, Inc., AllianceBernstein Global
Thematic Growth 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 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 open-end investment
companies; and to AllianceBernstein Global High Income Fund, Inc.,
AllianceBernstein Income Fund, Inc., AllianceBernstein Multi-Manager Alternative
Fund, AllianceBernstein National Municipal Income Fund, Inc., Alliance
California Municipal Income Fund, Inc. and Alliance New York Municipal Income
Fund, Inc., all registered closed-end investment companies. The registered
investment companies for which the Adviser serves as investment adviser are
referred to collectively below as the "AllianceBernstein Fund Complex", while
all of these investment companies, except the Sanford C. Bernstein Fund, Inc.
and the AllianceBernstein Multi-Manager Alternative Fund, are referred to
collectively below as the "AllianceBernstein Funds".




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

            Certain information concerning the Directors is set forth below.



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

Chairman of the
Board
William H. Foulk,     Investment Adviser         101                None
Jr., #, ##            and an Independent
80                    Consultant since
(1990)                prior to 2008.
                      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                101                None
71                    Consultant since
(1992)                prior to 2008.
                      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           101                Asia Pacific Fund,
69                    since prior to 2008.                          Inc. and The Merger
(2005)                Formerly, managing                            Fund since prior to
                      partner of Lexington                          2008, and Prospect
                      Capital, LLC                                  Acquisition Corp.
                      (investment advisory                          (financial services)
                      firm) from December                           from 2007 until 2009
                      1997 until December
                      2003.  From 1987
                      until 1993, Chairman
                      and CEO of Prudential
                      Mutual Fund
                      Management, director
                      of the Prudential
                      mutual funds and
                      member of the
                      Executive Committee
                      of Prudential
                      Securities Inc. He
                      has served as a
                      director or trustee
                      of the
                      AllianceBernstein
                      Funds since 2005.

D. James Guzy, #      Chairman of the Board      101                Cirrus Logic
77                    of PLX Technology                             Corporation
(2005)                (semi-conductors) and                         (semi-conductors)
                      of SRC Computers                              and PLX Technology
                      Inc., with which he                           (semi-conductors)
                      has been associated                           since prior to 2008
                      since prior to 2008.                          and Intel
                      He was a director of                          Corporation
                      Intel Corporation                             (semi-conductors)
                      (semi-conductors)                             until 2008
                      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
                      AllianceBernstein
                      Funds since 1982.

Nancy P. Jacklin, #   Professorial Lecturer      101                None
64                    at the Johns Hopkins
(2006)                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 of 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                101                None
61                    Consultant. Formerly,
(2008)                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 the
                      AllianceBernstein
                      Funds since 2008.

Marshall C. Turner,   Private Investor           101                Xilinx, Inc.
Jr., #                since prior to 2008.                          (programmable logic
71                    Interim CEO of MEMC                           semi-conductors)
(2005)                Electronic Materials,                         and MEMC Electronic
                      Inc. (semi-conductor                          Materials, Inc.
                      and solar cell                                (semi-conductor and
                      substrates) from                              solar cell
                      November 2008 until                           substrates) since
                      March 2009. He was                            prior to 2008
                      Chairman and CEO of
                      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            101                None
73                    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 Committees
                      of the Funds.

INTERESTED DIRECTOR
-------------------

Robert M. Keith +     Senior Vice President      101                None
1345 Avenue of the    of the Adviser++ and
Americas, New York,   head of
NY 10105              AllianceBernstein
52                    Investments, Inc.
(2010)                ("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, he was
                      Managing Director and
                      Head of North
                      American Client
                      Service and Sales in
                      the Adviser's
                      institutional
                      investment management
                      business, with which
                      he had been
                      associated since
                      prior to 2004.


-------
*     The address for each of the Fund's 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 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 Comptroller 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 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 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's
Portfolios 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 each Portfolio'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 and its Portfolios are subject to a number
of risks, including investment, compliance and operational risks. Day-to-day
risk management with respect to the Fund and its Portfolios 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 or its
Portfolios; (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
Portfolios' investment programs 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),
independent registered public accounting firm and counsel, and internal auditors
for the Adviser, as appropriate, regarding risks faced by the Fund and its
Portfolios and the Adviser's risk management programs.

            Not all risks that may affect the Fund and its Portfolios 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 Portfolios' goals. As a result of the
foregoing and other factors the Fund's and its Portfolios' ability to manage
risk is subject to substantial limitations.


            Board Committees. 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 Portfolios' financial reporting process. The Audit Committee
met twice during each Portfolios' 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 three times during each
Portfolios' most recently completed fiscal year.


            The Board has adopted a charter for its Governance and Nominating
Committee. Pursuant to the charter, 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, and 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 a Portfolio made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Portfolio's NAV by more than $0.01 per share.
The Fair Value Pricing Committee did not meet during the Portfolios' 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 Portfolios' most recently
completed fiscal year.

            The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities of funds in the AllianceBernstein Fund
Complex owned by each Director are set forth
below.

                              DOLLAR RANGE OF           AGGREGATE DOLLAR RANGE
                              EQUITY SECURITIES         OF EQUITY SECURITIES IN
                              IN THE PORTFOLIOS         THE ALLIANCEBERNSTEIN
                              AS OF                     FUND COMPLEX AS OF
                              DECEMBER 31, 2012*        DECEMBER 31, 2012
                              ------------------        -----------------


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                             $0
Garry L. Moody                  None                       Over $100,000
Marshall C. Turner, Jr.         None                       Over $100,000
Earl D. Weiner                  None                       Over $100,000

----------
*     The Directors cannot directly invest in the Fund's Portfolios, because
      direct investments in the Portfolios may be made only by variable annuity
      and variable life insurance separate accounts.

Officer Information
-------------------

            Certain information concerning the Fund's officers is set forth
below.

NAME, ADDRESS*             POSITION(S)             PRINCIPAL OCCUPATION
AND AGE                    HELD WITH FUND          DURING PAST FIVE YEARS
--------------             --------------          -----------------------


Robert M. Keith,           President and Chief     See biography above.
52                         Executive Officer

Philip L. Kirstein,        Senior Vice President   Senior Vice President and
67                         and Independent         Independent Compliance
                           Compliance Officer      Officer of the Funds in
                                                   the AllianceBernstein
                                                   Fund Complex, 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 2008.

Robert Alster,             Vice President          Senior Vice President of
52                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Bruce K. Aronow,           Vice President          Senior Vice President of
46                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Takeo Aso,                 Vice President          Senior Vice President of
48                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Joseph G. Carson,          Vice President          Senior Vice President of
61                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Frank V. Caruso,           Vice President          Senior Vice President of
56                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Paul J. DeNoon,            Vice President          Senior Vice President of
51                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Vincent C. DuPont,         Vice President          Senior Vice President of
50                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Sharon E. Fay,             Vice President          Senior Vice President of
52                                                 the Adviser**, with which
                                                   she has been associated
                                                   since prior to 2008.

John H. Fogarty,           Vice President          Senior Vice President of
43                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Eric J. Franco,            Vice President          Senior Vice President of
53                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

William A. Johnston,       Vice President          Senior Vice President of
52                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Shawn E. Keegan,           Vice President          Vice President of the
41                                                 Adviser**, with which he
                                                   has been associated since
                                                   prior to 2008.

N. Kumar Kirpalani,        Vice President          Senior Vice President of
59                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Samantha S. Lau,           Vice President          Senior Vice President of
40                                                 the Adviser**, with which
                                                   she has been associated
                                                   since prior to 2008.

Avi Lavi,                  Vice President          Senior Vice President of
46                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Dokyoung Lee,              Vice President          Senior Vice President of
47                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Daniel J. Loewy,           Vice President          Senior Vice President of
38                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

James W. MacGregor,        Vice President          Senior Vice President of
45                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Alison M. Martier,         Vice President          Senior Vice President of
56                                                 the Adviser**, with which
                                                   she has been associated
                                                   since prior to 2008.

Christopher W. Marx,       Vice President          Senior Vice President of
45                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Seth J. Masters,           Vice President          Senior Vice President of
53                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Christopher H. Nikolich,   Vice President          Senior Vice President of
43                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Joseph G. Paul,            Vice President          Senior Vice President of
53                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Douglas J. Peebles,        Vice President          Senior Vice President of
47                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Gregory L. Powell,         Vice President          Senior Vice President of
54                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Amy P. Raskin,             Vice President          Senior Vice President of
41                                                 the Adviser**, with which
                                                   she has been associated
                                                   since prior to 2008.

Daniel C. Roarty,          Vice President          Senior Vice President of
41                                                 the Adviser**, with which
                                                   he has been associated
                                                   since 2011.  Prior
                                                   thereto, he was in
                                                   research and portfolio
                                                   management at Nuveen
                                                   Investments since prior
                                                   to 2008.

Patrick J. Rudden,         Vice President          Senior Vice President of
50                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Kevin F. Simms,            Vice President          Senior Vice President of
47                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Tassos M. Stassopoulos,    Vice President          Senior Vice President of
44                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Wen-Tse Tseng,             Vice President          Senior Vice President of
47                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Andrew J. Weiner,          Vice President          Senior Vice President of
44                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Greg J. Wilensky,          Vice President          Senior Vice President of
46                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Catherine A. Wood,         Vice President          Senior Vice President of
57                                                 the Adviser**, with which
                                                   she has been associated
                                                   since prior to 2008.

Vadim Zlotnikov,           Vice President          Senior Vice President of
51                                                 the Adviser**, with which
                                                   he has been associated
                                                   since prior to 2008.

Joseph J. Mantineo,        Treasurer and           Senior Vice President of
54                         Chief Financial         ABIS**, with which he has
                           Officer                 been associated since
                                                   prior to 2008.

Emilie D. Wrapp,           Secretary               Senior Vice President,
57                                                 Assistant General Counsel
                                                   and Assistant Secretary
                                                   of ABI**, with which she
                                                   has been associated since
                                                   prior to 2008.

Phyllis J. Clarke,         Controller              Vice President of ABIS**,
52                                                 with which she has been
                                                   associated since prior to
                                                   2008.


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


            The Fund's Portfolios do 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's Portfolios to each of the Directors
during each Portfolio's fiscal year ended December 31, 2012, the aggregate
compensation paid to each of the Directors during calendar year 2012 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 or its
Portfolios 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.


                        Aggregate       Aggregate     Aggregate
                        Compensation    Compensation  Compensation  Aggregate
                        From            From Large    From Growth   Compensation
                        Intermediate    Cap Growth    and Income    From Growth
Name of Director        Bond Portfolio  Portfolio     Portfolio     Portfolio
----------------        --------------- -----------   -----------   -----------


John H. Dobkin           $472             $472         $  473         $472
Michael J. Downey        $477             $537         $  631         $472
William H. Foulk, Jr.    $896             $944         $1,029         $891
D. James Guzy            $520             $627         $  849         $500
Nancy P. Jacklin         $477             $532         $  620         $472
Robert M. Keith          $  0             $  0         $    0         $  0
Garry L. Moody           $524             $580         $  674         $524
Marshall C. Turner, Jr.  $493             $569         $  711         $477
Earl D. Weiner           $505             $505         $  505         $505


                        Aggregate       Aggregate                   Aggregate
                        Compensation    Compensation  Aggregate     Compensation
                        From            From Global   Compensation  From Real
                        International   Thematic      From Small    Estate
                        Growth          Growth        Cap Growth    Investment
Name of Director        Portfolio       Portfolio     Portfolio     Portfolio
----------------        -------------   ------------  -----------   ------------


John H. Dobkin           $472             $472         $472           $472
Michael J. Downey        $490             $489         $472           $472
William H. Foulk, Jr.    $909             $898         $891           $891
D. James Guzy            $534             $530         $490           $505
Nancy P. Jacklin         $489             $488         $472           $472
Robert M. Keith          $  0             $  0         $  0           $  0
Garry L. Moody           $542             $535         $524           $524
Marshall C. Turner, Jr.  $512             $503         $472           $478
Earl D. Weiner           $505             $505         $505           $505


                                                                    Aggregate
                        Aggregate       Aggregate                   Compensation
                        Compensation    Compensation  Aggregate     From
                        From            From Small/   Compensation  Balanced
                        International   Mid Cap       From          Wealth
                        Value           Value         Value         Strategy
Name of Director        Portfolio       Portfolio     Portfolio     Portfolio
----------------        -------------   ------------  ------------  ------------


John H. Dobkin           $ 474            $472         $472           $472
Michael J. Downey        $ 670            $559         $499           $569
William H. Foulk, Jr.    $1,055           $961         $911           $970
D. James Guzy            $ 934            $679         $543           $702
Nancy P. Jacklin         $ 654            $553         $497           $562
Robert M. Keith          $   0            $  0         $  0           $  0
Garry L. Moody           $ 708            $606         $550           $616
Marshall C. Turner, Jr.  $ 753            $600         $515           $617
Earl D. Weiner           $ 505            $505         $505           $505


                            Aggregate
                            Compensation
                            From Dynamic
                            Asset Allocation
Name of Director            Portfolio
----------------            ----------------


John H. Dobkin                $472
Michael J. Downey             $485
William H. Foulk, Jr.         $913
D. James Guzy                 $529
Nancy P. Jacklin              $479
Robert M. Keith               $  0
Garry L. Moody                $537
Marshall C. Turner, Jr.       $521
Earl D. Weiner                $505


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


John H. Dobkin              $252,000             31                  101
Michael J. Downey           $252,000             31                  101
William H. Foulk, Jr.       $477,000             31                  101
D. James Guzy               $252,000             31                  101
Nancy P. Jacklin            $252,000             31                  101
Robert M. Keith             $      0             31                  101
Garry L. Moody              $280,000             31                  101
Marshall C. Turner, Jr.     $252,000             31                  101
Earl D. Weiner              $270,000             31                  101

            As of April 1, 2013, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.


Additional Information About The Portfolios' Portfolio Managers
---------------------------------------------------------------

            Additional information regarding the investment professional(s)(2)
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 Prospectuses.

            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").

--------
(2)   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.

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.


            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, 2012.


--------------------------------------------------------------------------------
                        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       90           $32,497,000,000    None           None
Shawn E. Keegan      10           $10,322,000,000    None           None
Alison M. Martier     6           $ 7,368,000,000    None           None
Douglas J. Peebles   54           $26,909,000,000    None           None
Greg J. Wilensky     39           $ 9,970,000,000    None           None


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


Paul J. DeNoon       109          $50,397,000,000      2          $137,000,000
Shawn E. Keegan       42          $12,152,000,000    None             None
Alison M. Martier     29          $   151,000,000    None             None
Douglas J. Peebles   119          $65,263,000,000      3          $280,000,000
Greg J. Wilensky      62          $   941,000,000      1          $ 80,000,000


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


Paul J. DeNoon       245          $ 51,853,000,000    6           $3,401,000,000
Shawn E. Keegan      192          $ 66,334,000,000    2           $2,894,000,000
Alison M. Martier     48          $  5,716,000,000   None              None
Douglas J. Peebles   393          $110,109,000,000    9           $6,529,000,000
Greg J. Wilensky     145          $ 12,254,000,000    1           $  390,000,000


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 Investment Team. Mr.
Frank V. Caruso, Mr. Vincent C. DuPont and Mr. John H. Fogarty are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio.


            The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Mr. Frank V. Caruso, Mr. Vincent C. DuPont and Mr.
John H. Fogarty 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, 2012.


--------------------------------------------------------------------------------
                        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         28        $6,759,000,000     None            None
Vincent C. DuPont       27        $6,195,000,000     None            None
John H. Fogarty         28        $6,759,000,000     None            None


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


Frank V. Caruso         24        $317,000,000           None        None
Vincent C. DuPont       20        $393,000,000           None        None
John H. Fogarty         20        $317,000,000           None        None


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


Frank V. Caruso       50,522      $6,762,000,000        1         $16,000,000
Vincent C. DuPont     27,438      $4,880,000,000        1         $16,000,000
John H. Fogarty       27,438      $4,880,000,000        1         $16,000,000


GROWTH AND INCOME PORTFOLIO


            Mr. Frank V. 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, 2012.


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


    28        $6,215,000,000        None               None


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


    24             $393,000,000         None            None


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


    50,522         $6,762,000,000        1            $16,000,000


GROWTH PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's Growth Investment Team. Mr. Bruce K. Aronow,
Mr. Frank V. Caruso and Mr. John H. Fogarty 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, 2012.


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


Bruce K. Aronow       30          $3,354,000,000      None           None
Frank V. Caruso       28          $7,038,000,000      None           None
John H. Fogarty       28          $7,038,000,000      None           None


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


Bruce K. Aronow       29          $147,000,000        None            None
Frank V. Caruso       24          $393,000,000        None            None
John H. Fogarty       20          $317,000,000        None            None


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


Bruce K. Aronow           27      $2,587,000,000        3         $315,000,000
Frank V. Caruso       50,522      $6,762,000,000        1         $ 16,000,000
Vadim Zlotnikov       27,438      $4,880,000,000        7         $ 16,000,000


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
Investment Team, headed by Ms. 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.
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, Mr. Joseph G. Carson, Ms.
Amy P. Raskin, 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, 2012.


--------------------------------------------------------------------------------
                        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      7          $  252,000,000      None           None
Joseph G. Carson       7          $  252,000,000      None           None
Amy P. Raskin         12          $2,028,000,000      None           None
Vadim Zlotnikov       41          $6,155,000,000      None           None


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


Catherine D. Wood       37        $2,797,000,000       None            None
Joseph G. Carson        37        $2,797,000,000       None            None
Amy P. Raskin           60        $4,858,000,000        1           $65,000,000
Vadim Zlotnikov        100        $6,748,000,000        2           $82,000,000


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


Catherine D. Wood     111         $  414,000,000      None            None
Joseph G. Carson      111         $  414,000,000      None            None
Amy P. Raskin         124         $1,866,000,000      None            None
Vadim Zlotnikov       130         $2,540,000,000        1          $39,000,000


BALANCED WEALTH STRATEGY PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Multi-Asset Solutions Team. Mr. Dokyoung Lee, Mr. Seth
J. Masters, 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, 2012.


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


Dokyoung Lee               44       $13,097,000,000     None           None
Seth J. Masters            59       $20,848,000,000     None           None
Christopher H. Nikolich    22       $ 5,448,000,000     None           None
Patrick J. Rudden          44       $13,097,000,000     None           None


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


Dokyoung Lee                200    $23,064,000,000       2         $167,000,000
Seth J. Masters             210    $23,111,000,000       2         $167,000,000
Christopher H. Nikolich      49    $16,421,000,000      None           None
Patrick J. Rudden           200    $23,064,000,000       2         $167,000,000


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


Dokyoung Lee               38       $10,437,000,000      1          $32,000,000
Seth J. Masters            54       $15,026,000,000      1          $32,000,000
Christopher H. Nikolich     7       $ 6,626,000,000     None           None
Patrick J. Rudden          38       $10,437,000,000      1          $32,000,000


INTERNATIONAL GROWTH PORTFOLIO


            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's International Growth sector heads, with
oversight by the Adviser's International Growth Investment Advisory Members. Mr.
Robert Alster, Mr. William A. Johnston, Mr. Daniel C. Roarty and Mr. Tassos M.
Stassopoulos 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, 2012.


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

Robert Alster               4        $1,066,000,000      None           None
William A. Johnston         3        $1,056,000,000      None           None
Daniel C. Roarty            3        $1,056,000,000      None           None
Tassos M. Stassopoulos      3        $1,056,000,000      None           None


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

Robert Alster               24       $2,072,000,000       1         $65,000,000
William A. Johnston         24       $2,072,000,000       1         $65,000,000
Daniel C. Roarty            23       $2,061,000,000       1         $65,000,000
Tassos M. Stassopoulos      23       $2,061,000,000       1         $65,000,000


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

Robert Alster              16        $1,966,000,000     None           None
William A. Johnston        16        $1,966,000,000     None           None
Daniel C. Roarty           13        $1,451,000,000     None           None
Tassos M. Stassopoulos     13        $1,451,000,000     None           None


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, 2012.


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


Bruce K. Aronow        29         $3,480,000,000      None          None
N. Kumar Kirpalani     29         $3,480,000,000      None          None
Samantha Lau           29         $3,480,000,000      None          None
Wen-Tse Tseng          29         $3,480,000,000      None          None


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


Bruce K. Aronow        29         $147,000,000         None         None
N. Kumar Kirpalani     29         $147,000,000         None         None
Samantha Lau           29         $147,000,000         None         None
Wen-Tse Tseng          29         $147,000,000         None         None


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


Bruce K. Aronow        27         $2,587,000,000        3         $315,000,000
N. Kumar Kirpalani     27         $2,587,000,000        3         $315,000,000
Samantha Lau           27         $2,587,000,000        3         $315,000,000
Wen-Tse Tseng          27         $2,587,000,000        3         $315,000,000


REAL ESTATE INVESTMENT PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the REIT Senior Investment Management Team. Mr. Eric J.
Franco is the investment professional with the most significant responsibility
for the day-to-day management of the Portfolio's portfolio.


            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 manager 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, 2012.


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


Eric J. Franco         22         $1,137,000,000       None         None


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


Eric J. Franco         54         $395,000,000         None         None


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


Eric J. Franco          9         $392,000,000         None         None


INTERNATIONAL VALUE PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the International Value Senior Investment Management Team.
Mr. Takeo Aso, Ms. Sharon E. Fay, Mr. Avi Lavi and Mr. Kevin F. Simms are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.


            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(3). 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, 2012.


--------
(3)   Each investment vehicle or account represented in the chart, for which the
      investment professionals have portfolio management responsibility, is
      based upon one of eleven model portfolios. Each vehicle or account differs
      from its respective model portfolio only to a limited extent based on
      specific client requirements relating to tax considerations, cash flows
      due to the frequency and amount of investments, the client's country of
      residence and currency strategies related thereto, and/or client-imposed
      investment restrictions regarding particular types of companies or
      industries.

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


Takeo Aso               35        $ 4,986,000,000      None         None
Sharon E. Fay           75        $12,352,000,000      None         None
Avi Lavi                87        $10,554,000,000      None         None
Kevin F. Simms          71        $11,140,000,000      None         None


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


Takeo Aso                90       $4,321,000,000         3        $349,000,000
Sharon E. Fay           140       $7,852,000,000         6        $745,000,000
Avi Lavi                163       $3,801,000,000         3        $349,000,000
Kevin F. Simms          119       $6,867,000,000         5        $680,000,000


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


Takeo Aso                 102     $13,639,000,000        6        $1,290,000,000
Sharon E. Fay          27,962     $25,202,000,000       10        $2,863,000,000
Avi Lavi               27,936     $19,494,000,000        7        $1,306,000,000
Kevin F. Simms         27,952     $23,988,000,000       10        $2,863,000,000


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. Joseph G. Paul and Mr. Andrew J. Weiner 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, 2012.


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


James W. MacGregor     85         $13,235,000,000     None           None
Joseph G. Paul         85         $13,235,000,000     None           None
Andrew J. Weiner       50         $ 7,200,000,000     None           None


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


James W. MacGregor     131        $2,592,000,000         2         $119,000,000
Joseph G. Paul         135        $2,668,000,000         2         $119,000,000
Andrew J. Weiner        55        $  476,000,000       None            None


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


James W. MacGregor    27,925      $16,838,000,000       4         $940,000,000
Joseph G. Paul        51,009      $18,720,000,000       4         $940,000,000
Andrew J. Weiner      27,863      $ 7,710,000,000       1         $ 16,000,000


VALUE PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the U.S. Value Senior Investment Management Team. Mr.
Christopher W. Marx, Mr. Joseph G. Paul, and Mr. Gregory L. Powell are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.


            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, 2012.


--------
(4)   Each investment vehicle or account represented in the chart, for which the
      investment professionals have portfolio management responsibility, is
      based upon one of three model portfolios. Each vehicle or account differs
      from its respective model portfolio only to a limited extent based on
      specific client requirements relating to tax considerations, cash flows
      due to the frequency and amount of investments, the client's country of
      residence and currency strategies related thereto, and/or client-imposed
      investment restrictions regarding particular types of companies or
      industries.

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


Christopher W. Marx     None            None            None         None
Joseph G. Paul           85       $13,581,000,000       None         None
Gregory L. Powell        63       $10,222,000,000       None         None


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


Christopher W. Marx        4       $   76,000,000      None             None
Joseph G. Paul           135       $2,668,000,000        2          $119,000,000
Gregory L. Powell         98       $2,337,000,000        2          $119,000,000


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


Christopher W. Marx   23,084      $ 1,882,000,000      None           None
Joseph G. Paul        51,009      $18,720,000,000        4        $940,000,000
Gregory L. Powell     27,894      $15,928,000,000        4        $940,000,000


DYNAMIC ASSET ALLOCATION PORTFOLIO

            The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's Dynamic Asset Allocation Team. Mr. Daniel J.
Loewy and Mr. Seth J. Masters are the investment professionals primarily
responsible 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
December 31, 2012.


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


Daniel J. Loewy         54        $13,762,000,000      None          None
Seth J. Masters         59        $21,176,000,000      None          None


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


Daniel J. Loewy          62       $16,472,000,000      None          None
Seth J. Masters         210       $23,111,000,000        2        $167,000,000


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


Daniel J. Loewy          33       $11,696,000,000      None          None
Seth J. Masters          54       $15,026,000,000        1        $32,000,000


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 certain Funds managed by the Adviser. The Adviser's Code
of Business Conduct and Ethics requires disclosure of all personal accounts and
maintenance of brokerage accounts with designated broker-dealers approved by the
Adviser. The Code of Business Conduct and Ethics also requires preclearance of
all securities transactions (except transactions in U.S. Treasuries and 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. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
our clients and is generally not tied specifically to the performance of any
particular client's account, nor is it generally tied directly to the level or
change in level of assets under management.

            Allocating Investment Opportunities. The investment professionals at
the Adviser routinely are required to select and allocate investment
opportunities among accounts. The Adviser has adopted 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 policies and procedures require, among
other things, objective allocation for limited investment opportunities (e.g.,
on a rotational basis), and 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 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, access to portfolio funds
or other 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.



Portfolio Manager Compensation
------------------------------


            The Adviser's compensation program for portfolio managers is
designed to align with clients' interests, emphasizing each portfolio manager's
ability to generate long-term investment success for the Adviser's clients,
including the Portfolios. The Adviser also strives to ensure that compensation
is competitive and effective in attracting and retaining the highest caliber
employees.

            Portfolio managers receive a base salary, incentive compensation and
contributions to AllianceBernstein's 401(k) plan. Part of the annual incentive
compensation is generally paid in the form of a cash bonus, and part through an
award under the firm's Incentive Compensation Award Plan (ICAP). The ICAP awards
vest over a four-year period. Deferred awards are paid in the form of restricted
grants of the firm's Master Limited Partnership Units, and award recipients have
the ability to receive a portion of their awards in deferred cash. The amount of
contributions to the 401(k) plan is determined at the sole discretion of the
Adviser. On an annual basis, the Adviser endeavors to combine all of the
foregoing elements into a total compensation package that considers industry
compensation trends and is designed to retain its best talent.

            The incentive portion of total compensation is determined by
quantitative and qualitative factors. Quantitative factors, which are weighted
more heavily, are driven by investment performance. Qualitative factors are
driven by contributions to the investment process and client success.

            The quantitative component includes measures of absolute, relative
and risk-adjusted investment performance. Relative and risk-adjusted returns are
determined based on the benchmark in the Portfolios' Prospectuses and versus
peers over one-, three- and five-year calendar periods, with more weight given
to longer-time periods. Peer groups are chosen by Chief Investment Officers, who
consult with the product management team to identify products most similar to
our investment style and most relevant within the asset class. Portfolio
managers of the Portfolios do not receive any direct compensation based upon the
investment returns of any individual client account, and compensation is not
tied directly to the level or change in level of assets under management.

            Among the qualitative components considered, the most important
include thought leadership, collaboration with other investment colleagues,
contributions to risk-adjusted returns of other portfolios in the firm, efforts
in mentoring and building a strong talent pool and being a good corporate
citizen. Other factors can play a role in determining portfolio managers'
compensation, such as the complexity of investment strategies managed, volume of
assets managed and experience.

            The Adviser emphasizes four behavioral competencies--relentlessness,
ingenuity, team orientation and accountability--that support its mission to be
the most trusted advisor to its clients. Assessments of investment professionals
are formalized in a year-end review process that includes 360-degree feedback
from other professionals from across the investment teams and the Adviser.




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

                           EXPENSES OF THE PORTFOLIOS

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

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 Portfolios' 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 that is included
in the Agreement and that has been duly adopted and approved in accordance with
Rule 12b-1 adopted by the SEC 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 1-3, 2012.


            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 (i) by
ABI or (ii) by a Portfolio without payment of any penalty upon the vote of a
majority of the outstanding voting securities of the Portfolio, voting
separately by class, or by vote of a majority of the Qualified Directors. To
terminate an Agreement, any party must give the other 60 days' written notice;
to terminate a Plan only, a Portfolio is not required to give prior notice to
ABI. 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, 2012, the Portfolios paid
distribution services fees for expenditures under the Agreement, with respect to
Class B shares, in aggregate amounts as described in the table below.


                                                            Percentage per annum
                                                            of the aggregate
                                    Distribution services   average daily net
                                    Fees for expenditures   assets attributable
Fund                                payable to ABI          to Class B shares
----                                ---------------------   -------------------


Intermediate Bond Portfolio           $   78,314                  .25%

Large Cap Growth Portfolio            $  498,774                  .25%

Growth and Income Portfolio           $1,918,752                  .25%

Growth Portfolio                      $  126,305                  .25%

International Growth Portfolio        $  149,521                  .25%

Global Thematic Growth Portfolio      $  242,265                  .25%

Small Cap Growth Portfolio            $   74,116                  .25%

Real Estate Investment Portfolio      $   35,666                  .25%

International Value Portfolio         $2,642,116                  .25%

Small/Mid Cap Value Portfolio         $  846,302                  .25%

Value Portfolio                       $  418,618                  .25%

Balanced Wealth Strategy Portfolio    $1,266,577                  .25%

Dynamic Asset Allocation Portfolio    $  347,719                  .25%

            For the fiscal year ended December 31, 2012, 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:


                                Intermediate       Large Cap       Growth and
                                Bond               Growth          Income
Category of Expense             Portfolio          Portfolio       Portfolio
-------------------             ------------       ----------      ----------


Advertising/Marketing           $   2,640          $  7,712             17,885

Printing and Mailing                    9               24                 45
of Prospectuses and
Semi-Annual and
Annual Reports to
Other Than Current
Shareholders


Compensation to Underwriters       25,242            87,153           202,982


Compensation to Dealers            98,928           937,284         3,603,008


Compensation to Sales              60,220           195,180           452,280
Personnel


Interest, Carrying or Other             0                 0                 0
Financing Charges

Other (includes personnel          31,310           100,729           232,223
costs of those home
office employees
involved in the
distribution effort and
the travel-related
expenses incurred by
the marketing personnel
conducting seminars)

      Totals                     $218,349        $1,328,082        $4,508,423




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


Advertising/               $    4,074     $    4,352      $  4,480    $  1,535
Marketing

Printing and Mailing               15             16            16           7
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
 Shareholders

Compensation to                39,144         44,097        51,076      20,871
Underwriters

Compensation to               225,998        271,749       463,147     128,594
Dealers


Compensation to Sales          93,384         97,598       116,051      50,886
Personnel

Interest, Carrying or               0              0             0           0
Other Financing Charges

Other (includes                47,431         51,834        59,432      23,360
personnel costs of
those home office
employees involved
in the distribution
effort and the
travel-related
expenses incurred
by the marketing
personnel conducting
seminars)

Totals                       $410,046       $469,646      $694,202    $225,253




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


Advertising/              $  1,446     $   23,270      $    8,434   $    6,516
Marketing

Printing and Mailing             5             58              23           21
of Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders

Compensation to             12,675        268,904          97,744       71,479
Underwriters

Compensation to             56,766      5,064,692       1,588,640      791,574
Dealers

Compensation to             31,357        596,927         217,422      163,591
Sales Personnel

Interest, Carrying               0              0               0            0
or Other Financing
Charges

Other (includes             15,564        308,202         113,111       84,016
personnel costs of
those home office
employees involved
in the distribution
effort and the
travel-related
expenses incurred
by the marketing
personnel conducting
seminars)

Totals                    $117,813     $6,262,053      $2,025,374   $1,117,197


                                                         Dynamic Asset
                           Balanced Wealth               Allocation
Category of Expense        Strategy Portfolio            Portfolio
-------------------        ------------------            -------------


Advertising/                   $13,810                   $6,721
Marketing

Printing and Mailing of             38                       20
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders

Compensation to                152,824                   70,992
Underwriters


Compensation to Dealers      2,294,540                  576,924

Compensation to Sales          344,139                  163,535
Personnel

Interest, Carrying or                0                        0
Other Financing Charges

Other (includes personnel      177,004                   83,381
costs of those home
office employees involved
in the distribution
effort and the
travel-related expenses
incurred by the marketing
personnel conducting
seminars)

Totals                      $2,982,355                 $901,573




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

                       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
Insurers' 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.

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 should 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 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 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.

            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 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.

      o     Transaction Surveillance Procedures. The Portfolios, through their
            agents, ABI and ABIS, maintain 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.

      o     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 should 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.

      o     Applications of Surveillance Procedures and Restrictions to Omnibus
            Accounts. The Portfolios apply their surveillance procedures to
            Insurers. As required by SEC 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 7 days.

            The right of redemption may be suspended or the date of payment may
be postponed for any period during which the Exchange is closed (other than
customary weekend and holiday closings) or during which the SEC determines that
trading thereon is restricted, or for any period during which an emergency (as
determined by the SEC) 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 SEC 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 losses) 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 receive 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 recordkeeping 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 2013, ABI's additional payments to these firms for distribution
services and educational support are expected to be approximately $600,000. In
2012, ABI paid additional payments of approximately $600,000 for the Portfolios.


            If one mutual fund sponsor that offers shares to separate accounts
of an Insurer makes greater distribution assistance payments than another, the
Insurer may have an incentive to recommend or offer the shares of funds of one
fund sponsor over another.

            Please speak with your financial intermediary to learn more about
the total amounts paid to your financial intermediary by the Funds, the Adviser,
ABI and by other mutual fund sponsors that offer shares to Insurers that may be
recommended to you. You should also consult disclosures made by your financial
intermediary at the time of purchase.

            ABI anticipates that the Insurers or their affiliates that will
receive additional payments for educational support include:


         Ameriprise Financial
         ING
         Lincoln Financial
         Merrill Lynch
         Metlife Investors Group Inc.
         Morgan Stanley
         Ohio National
         Pacific Life Insurance Co.
         Principal Financial Group
         SunAmerica
         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 the NAV of each Portfolio is computed at
the close of regular trading on each day the Exchange is open (ordinarily 4:00
p.m., Eastern Time, but sometimes earlier, as in the case of scheduled half-day
trading or unscheduled suspensions of trading) 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.

            Portfolio securities are valued at current market value or at fair
value as determined in accordance with applicable rules under the 1940 Act and
the Portfolio's pricing policies and procedures (the "Pricing Policies")
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 the Board's duties with respect to the Pricing Policies. The Adviser has
established a Valuation Committee, which operates under policies and procedures
approved by the Board, to value a Portfolio's assets on behalf of the Portfolio.


            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, or 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 last traded price from the previous day. On
the following 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 (as
determined by the Adviser) on which the security is traded;

            (d) a listed or OTC put or call option is valued at the mid level
between the current bid and asked prices (for options or futures contracts, see
item (e)). If neither a current bid nor a current ask price is available, the
Adviser will have discretion to determine the best valuation (e.g., last trade
price) and then bring the issue to the Board's Valuation Committee the next day;

            (e) 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;


            (f) a listed right is valued at the last traded price provided by
approved pricing vendors. If there has been no sale on the relevant business
day, the right is valued at the last traded price from the previous day. On the
following day, the security is valued in good faith at fair value. For an
unlisted right, the calculation used in determining a value is the price of the
reference security minus the subscription price multiplied by the terms of the
right. There may be some instances when the subscription price is greater than
the referenced security right. In such instances, the right would be valued as
worthless;

            (g) a listed warrant is valued at the last traded price provided by
approved vendors. If there is no sale on the relevant business day, the warrant
is valued at the last traded price from the previous day. On the following day,
the security is valued in good faith at fair value. All unlisted warrants are
valued in good faith at fair value. Once a warrant has expired, it will no
longer be valued;

            (h) preferred securities are valued based on prices received from
approved vendors that use last trade data for listed preferreds and evaluated
bid prices for non-listed preferreds, as well as for listed preferreds when
there is no trade activity;

            (i) 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, in accordance with
procedures established by the Board, that this method does not represent fair
value. The Adviser is responsible for monitoring whether any circumstances have
occurred that indicate that the use of amortized cost method for any security is
not appropriate due to such factors as, but not limited to, an impairment of the
creditworthiness of the issuer or material changes in interest rates;

            (j) a fixed-income security is typically valued on the basis of bid
prices provided by an approved pricing vendor when the Adviser believes that
such prices reflect the market value of the security. In certain markets, the
market convention may be to use the mid price between bid and offer.
Fixed-income securities may be valued on the basis of mid prices when either the
approved pricing vendor normally provides mid prices, reflecting the conventions
of the particular markets. The prices provided by a pricing vendor 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 vendor does not exist for a security in a
market that typically values such securities on the basis of a bid price, 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. If an appropriate pricing vendor does not exist for a security in a
market where convention is to use the mid price, the security is valued on the
basis of a quoted mid price by a broker-dealer in such security. The second
highest price will be utilized whenever two or more quoted mid prices are
obtained;

            (k) a mortgage-backed or other asset-backed security is valued on
the basis of bid prices obtained from pricing vendors 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;

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

            (m) bridge loans are valued at the outstanding loan amount, unless
it is determined by the Valuation Committee that any particular bridge loan
should be valued at something other than outstanding loan amount. This may occur
due to, for example, a significant change in the high-yield market and/or a
significant change in the status of any particular issuer or issuers of bridge
loans;

            (n) whole loans: residential and commercial mortgage whole loans and
whole loan pools are fair market priced by Clayton IPS (Independent Pricing
Service);

            (o) forward and spot currency pricing is provided by WM Reuters;

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

            (q) interest rate caps and floors are valued at the present value of
the agreements, which are provided by approved vendors; and

            (r) open end mutual funds are valued at the closing NAV per share
and closed-end 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 as described above 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.



            Each Portfolio may suspend the determination of its NAV (and the
offering and sales of shares), subject to the rules of the SEC 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 SEC 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 are
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").


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

                             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 Securities Exchange Act of 1934, as amended,
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 as a result of the
placement of portfolio transactions 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 Intermediate
Bond 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 aggregate brokerage commissions paid by the Portfolios during
the three most recent fiscal years or since inception are set forth below:

                                           Fiscal
                                          Year Ended        Aggregate Amount of
Portfolio                                December 31       Brokerage Commissions
---------                                ------------      ---------------------

Growth Portfolio                             2010               $138,028
                                             2011                113,496
                                             2012                 79,251

Intermediate Bond Portfolio                  2010                     $0
                                             2011                    405
                                             2012                    217

Growth and Income Portfolio                  2010             $1,259,175
                                             2011              1,384,525
                                             2012              1,263,653

Large Cap Growth Portfolio                   2010               $535,536
                                             2011                512,272
                                             2012                435,586

Small Cap Growth Portfolio                   2010                $93,410
                                             2011                119,513
                                             2012                117,081

Real Estate Investment Portfolio             2010               $134,670
                                             2011                 74,018
                                           2012(1)               235,230

Global Thematic Growth Portfolio             2010               $506,110
                                             2011                653,101
                                           2012(2)               457,410

International Growth Portfolio               2010               $477,109
                                             2011                311,071
                                           2012(3)               213,153

Small/Mid Cap Value Portfolio                2010               $668,406
                                             2011              1,185,566
                                             2012                644,721

Value Portfolio                              2010               $292,823
                                             2011                259,034
                                           2012(4)               161,524

International Value Portfolio                2010              $1,897,83
                                             2011              1,815,021
                                           2012(5)             1,451,452

Balanced Wealth Strategy Portfolio           2010               $490,114
                                             2011                496,625
                                             2012                516,365

Dynamic Asset Allocation Portfolio*          2011                $10,031
                                           2012(6)                46,640


(1)   The aggregate brokerage commissions paid by the Portfolio increased
      materially in 2012 due to an increase in the number of transactions.

(2)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2012 due to a decrease in the value of transactions.

(3)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2012 due to a decrease in the value of transactions.

(4)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2012 due to a decrease in the number of transactions.

(5)   The aggregate brokerage commissions paid by the Portfolio decreased
      materially in 2012 due to a decrease in the number of transactions.

(6)   The aggregate brokerage commissions paid by the Portfolio increased
      materially in 2012 due to an increase in the number and value of
      transactions.

*     Fund commenced operations on April 1, 2011.

            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 aggregate amount of brokerage commissions paid to Affiliated
Brokers during each Portfolio's three most recent fiscal years or since
inception, and, during the most recent fiscal year, the Affiliated Brokers'
percentage of the aggregate brokerage commissions and the aggregate dollar
amount of brokerage transactions, respectively, are set forth below:





                                                               % of Portfolio's
                                                              Aggregate Dollar
                                                   % of          Amount of
                              Aggregate        Portfolio's       Brokerage
                              Amount Of         Aggregate       Transactions
                              Brokerage         Brokerage      Involving The
              Fiscal Year    Commissions       Commissions       Payment Of
                 Ended         Paid To           Paid To        Commissions
               December       Affiliated        Affiliated        Through
Portfolio         31,          Brokers           Brokers      Affiliated Brokers
---------     -----------    -----------       -----------    ------------------

Large Cap        2012        $        0              0%                  0%
Growth           2011                 0
Portfolio        2010               427


                 2012        $        0              0%                  0%
Intermediate     2011                 0
Bond Portfolio   2010                 0

Growth and       2012        $    1,692           0.13%               0.14%
Income           2011                 0
Portfolio        2010               496

                 2012        $      635           0.80%               1.42%
Growth           2011               107
Portfolio        2010               131

International    2012        $    3,063           1.44%               3.07%
Growth           2011               227
Portfolio        2010                 0

Global
Thematic         2012        $    6,078           1.33%               1.26%
Growth           2011             2,875
Portfolio        2010                75

Small Cap        2012        $      251           0.21%               0.16%
Growth           2011               523
Portfolio        2010               742

Real Estate      2012        $       70           0.03%               0.13%
Investment       2011                27
Portfolio        2010               108

Small/Mid Cap    2012        $        0              0%                  0%
Value            2011                 0
Portfolio        2010                 0

                 2012        $        0              0%                  0%
Value            2011                 0
Portfolio        2010                 0

International    2012        $   10,923           0.75%               1.42%
Value            2011             7,187
Portfolio        2010            14,809

Balanced Wealth  2012        $      824           0.16%               0.42%
Strategy         2011               220
Portfolio        2010               137

Dynamic Asset    2012        $        0              0%                  0%
Allocation       2011                 0
Portfolio*

*Fund commenced operations on April 1, 2011.


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.


            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.

             It is anticipated that annual meetings of shareholders will not be
held; shareholder meetings will only be held when required by federal or state
law or in accordance with an undertaking by the Adviser to the SEC. Shareholders
have available certain procedures for the election of Directors.

            Pursuant to an order received from the SEC, 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.

            To the knowledge of the Fund, the following persons owned of record
or beneficially, 5% or more of a class of outstanding shares of each Portfolio
as of April 1, 2013:



CLASS A
SHARES                                                    NUMBER OF     % OF
                                                          CLASS A       CLASS A
PORTFOLIO       NAME AND ADDRESS                          SHARES        SHARES
---------       -----------------                         ----------    -------

Intermediate    American General Life
Bond            Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                    4,877,152.4     80.50%

                The United States Life Insurance
                Company In the City of New York
                Attn: Ed Bacon
                2727A Allen Parkway, MS 4D-1
                Houston, TX 77019-2116                      546,325.3      9.02%

Large Cap       Allmerica Financial Life
Growth          Insurance & Annuity Company
Portfolio       One Security Benefit Place
                Topeka, KS  66636-1000                      251,731.4      5.05%

                American General Life
                Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      957,961.9     19.23%

                Merrill Lynch Life Insurance Company
                ML-Life V
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001                 364,783.7      7.32%

                Merrill Lynch Life Insurance Company
                ML-Retirement Plus A
                4333 Edgewood Road, NE
                Cedar Rapids, IA  52499-0001              2,146,690.2     43.09%

Growth and      American General Life
Income          Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                    1,939,635.9     32.33%

                ING Life Insurance and Annuity Company
                Attn: ING Fund Operations
                1 Orange Way, #B3N
                Windsor, CT 06095-4773                      492,628.8      8.21%

                Lincoln Life Variable Annuity Account
                Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506                 1,126,978.9     18.78%

                Merrill Lynch Life Insurance Company
                ML-Retirement Power
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001                 376,237.6      6.27%

                Nationwide Life Insurance Company
                C/O IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH  43218-2029                    431,293.2      7.19%

Growth          American General Life
Portfolio       Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      607,883.4     58.98%

                American General Life
                Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                       59,192.4      5.74%

                The United States Life Insurance
                Company In the City of New York
                Attn: Ed Bacon
                2727A Allen Parkway, MS 4D-1
                Houston, TX 77019-2116                      134,658.5     13.06%

                UBS Life Insurance Co.
                P.O. Box 1795
                Erie, PA 16507-1795                          55,655.3      5.40%

International   American General Life
Growth          Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                    1,351,615.0     24.11%

                Great-West Life & Annuity
                FBO Variable Annuity OneSource
                Attn: Investment Div 2T2
                8515 E. Orchard Road
                Englewood, CO 80111-5002                    662,507.8     11.82%

                The Prudential Insurance
                Company of America
                c/o Prubenefit Laureate
                80 Livingston Avenue, Bldg. ROS3
                Roseland, NJ  07068-1753                  3,004,512.6     53.60%

Global          American General Life
Thematic        Insurance Company of Delaware
Growth          Attn: Ed Bacon
Portfolio       2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      679,183.8     28.82%

                Lincoln Life Variable Annuity Account
                Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN  46802-3506                  969,927.9     41.15%

                Merrill Lynch Life Insurance Company
                ML-Retirement Plus A
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001                 283,559.6     12.03%

                The United States Life Insurance
                Company In the City of New York
                Attn: Ed Bacon
                2727A Allen Parkway, MS 4D-1
                Houston, TX  77019-2116                     145,622.1      6.18%

Small Cap       American General Life
Growth          Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      829,663.8     58.10%

                Principal Life Insurance Co.
                Attn: Individual Accounting
                711 High Street
                Des Moines, IA 50392-0001                   219,925.4     15.40%

                Nationwide Life Insurance Company
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH 43218-2029                     124,385.1      8.71%

                The United States Life Insurance
                Company In the City of New York
                Attn: Ed Bacon
                2727A Allen Parkway, MS 4D-1
                Houston, TX 77019-2116                       77,004.9      5.39%

Real Estate     American General Life
Investment      Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      967,404.4     16.77%

                Great West Life & Annuity
                Insurance Company
                FBO Schwab Annuities
                Attn: Investment Div 2T2
                8515 E. Orchard Road
                Englewood, CO 80111-5002                  1,358,716.2     23.56%

                The Prudential Insurance
                Company of America
                c/o Prubenefit Laureate
                80 Livingston Avenue, Bldg. ROS3
                Roseland, NJ 07068-1753                   2,997,954.5     51.98%

International   American General Life
Value           Insurance Company of Delaware
Portfolio       Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                      654,367.1     18.32%

                Great West Life & Annuity
                Insurance Company
                FBO Schwab Annuities
                Attn: Investment Div 2T2
                8515 E. Orchard Road
                Englewood, CO 80111-5002                    257,842.5      7.22%

                Lincoln Life Variable Annuity
                Account Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN  46802-3506                  900,723.2     25.22%

                National Life Group
                Sentinel Advantage
                1 National Life Drive
                Montpelier, VT 05604-1000                   302,633.9      8.47%

                Nationwide Life Insurance Company
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH 43218-2029                     612,564.1     17.15%

Small/Mid       American General Life
Cap             Insurance Company of Delaware
Value           Attn: Ed Bacon
Portfolio       2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                    1,016,102.4     11.48%

                AUL American Individual Variable
                Annuity Unit Trust
                Separate Accounts Administration
                P.O. Box 368
                Indianapolis, IN 46206-0368                 688,728.7      7.78%

                Lincoln Life Variable Annuity Account
                Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506                 4,257,774.6     48.08%

                Nationwide Life Insurance Company
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH 43218-2029                     595,985.2      6.73%

                New York Life Insurance And Annuity
                Corporation
                169 Lackawanna Avenue
                Parsippany, NJ 07054-1007                   523,452.9      5.91%

Value           Merrill Lynch Life Insurance Company
Portfolio       ML - IVC Investors Series
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001                 122,849.2     81.51%

                Merrill Lynch Life Insurance
                Company of New York
                Investors Series
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001                  23,187.3     15.38%

Balanced        American General Life
Wealth          Insurance Company of Delaware
Strategy        Attn: Ed Bacon
Portfolio       2727A Allen Parkway, #4D1
                Houston, TX 77019-2107                    2,906,787.2     88.66%

                The United States Life Insurance
                Company In the City of New York
                Attn: Ed Bacon
                2727A Allen Parkway, MS 4D-1
                Houston, TX 77019-2116                      208,350.3      6.35%

Dynamic         AllianceBernstein L.P.
Asset           Attn: Brent Mather-Seed Acct
Allocation      1 N. Lexington Avenue
Portfolio       White Plains, NY 10601-1712                   1,000.0     21.67%

                Nationwide Life Insurance Co.
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH  43218-2029                        429.0      9.30%

                Nationwide Life Insurance Co.
                c/o Portfolio Accounting
                P.O. Box 182029
                Columbus, OH  43218-2029                      1,674.6     36.29%

                Nationwide Life Insurance Co.
                c/o Portfolio Accounting
                P.O. Box 182029
                Columbus, OH  43218-2029                        479.8     10.40%

                Nationwide Life & Annuity
                Insurance Co.
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH  43218-2029                      1,031.1     22.35%





CLASS B
SHARES                                                    NUMBER OF     % OF
                                                          CLASS B       CLASS B
PORTFOLIO       NAME AND ADDRESS                          SHARES        SHARES
---------       -----------------                         ----------    -------

Intermediate    Hartford Life Separate Account               218,838.3     9.36%
Bond            Attn: UIT Operations
Portfolio       P.O. Box 2999
                Hartford, CT 06104-2999

                SunAmerica Annuity and Life                1,667,149.1    71.29%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4901

                Sun Life Assurance                           192,356.1     8.23%
                Company of Canada (U.S.)
                Attn: Product Accounting
                SC 2282
                1 Sun Life Park
                Wellesley Hills, MA 02481-5699

Large Cap       Allmerica Financial Life                     863,519.0    14.18%
Growth          Insurance & Annuity Company
Portfolio       One Security Benefit Place
                Topeka, KS 66636-1000

                Allstate Life Insurance Company              551,812.5     9.06%
                3100 Sanders Road, #N4A
                Northbrook, IL  60062-7156

                American General Life Insurance              581,432.3     9.55%
                Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX  77019-2107

                GE Life and Annuity                          375,798.2     6.17%
                Assurance Company
                6610 W. Broad Street
                Building 3, 5th Floor
                Attn: Variable Accounting
                Richmond, VA 23230-1702

                Horace Mann                                1,077,670.6    17.69%
                Life Insurance Company
                Separate Account
                Horace Mann
                Springfield, IL 62715-0001

                IDS Life Insurance Company                   318,778.6     5.23%
                10468 Ameriprise Financial Center
                Minneapolis, MN  55474-0014

                Transamerica Life Insurance Co.              498,847.3     8.19%
                FMD Operational Accounting
                4333 Edgewood Road, NE
                Cedar Rapids, IA  52499-0001

Growth and      Allmerica Financial Life                   2,170,624.8     6.06%
Income          Insurance & Annuity Company
Portfolio       One Security Benefit Place
                Topeka, KS 66636-1000

                Allstate Life Insurance Company            2,754,444.7     7.69%
                3100 Sanders Road, #N4A
                Northbrook, IL  60062-7156

                American General Life                      1,925,660.2     5.38%
                Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107

                GE Life and Annuity                        2,468,493.2     6.89%
                Assurance Company
                6610 W. Broad Street
                Building 3, 5th Floor
                Attn: Variable Accounting
                Richmond, VA 23230-1702

                IDS Life Insurance Corp.                   7,435,578.3    20.77%
                1438 AXP Financial Ctr.
                Minneapolis, MN 55474-0014

                Lincoln Life Variable Annuity Account      8,567,287.4    23.93%
                Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506

                Transamerica Life Insurance Co.            2,513,595.8     7.02%
                FMD Operational Accounting
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001

Growth          Allstate Life Insurance Company              897,202.8    44.58%
Portfolio       3100 Sanders Road, #N4A
                Northbrook, IL 60062

                American General Life                        519,614.4    25.82%
                Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107

                AXA Equitable Life Insurance Company         323,478.6     9.76%
                Separate Account
                1290 Avenue of the Americas
                11th Floor
                New York, NY 10104-1472

                Hartford Life and Annuity                    259,914.0     7.84%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                SunAmerica Annuity and Life                  323,955.1    16.10%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4997

                Sun Life Assurance                           696,646.0    21.02%
                Company of Canada (U.S.)
                One Sun Life Executive Park
                Wellesley Hills, MA 02481-9133

International   Hartford Life and Annuity                  1,048,424.3    31.64%
Growth          Separate Account
Portfolio       Attn: UIT Operations
                P.O. Box 2999
                Hartford CT, 06104-2999

                Hartford Life Separate Account               299,803.8     9.05%
                Attn:UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                Sun Life Assurance                           696,646.0    21.02%
                Company of Canada (U.S.)
                One Sunlife Executive Park
                Wellesley Hills, MA 02481

                SunAmerica Annuity and Life                  332,116.7    10.02%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4997

Global          American General Life                        321,838.0     6.04%
Thematic        Insurance Company of Delaware
Growth          Attn: Ed Bacon
Portfolio       2727A Allen Parkway, #4D1
                Houston, TX 77019-2107

                IDS Life Insurance Co.                       502,137.3     9.43%
                222 AXP Financial Ctr.
                Minneapolis, MN 55474-0014

                Lincoln Life Variable Annuity              2,673,159.8    50.19%
                Account Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506

Small Cap       GE Life and Annuity                          791,075.4    55.64%
Growth          Assurance Company
Portfolio       6610 W. Broad Street
                Building 3, 5th Floor
                Attn: Variable Accounting
                Richmond, VA 23230-1702

                Horace Mann                                  143,758.0    10.11%
                Life Insurance Company
                Separate Account
                Horace Mann
                Springfield, IL 62715-0001

                Jefferson National Life                       96,107.7     6.76%
                Insurance Company
                Attn: Separate Accounts
                10350 Ormsby Park Place,
                Suite 600
                Louisville, KY 40223-6178

                SunAmerica Annuity and Life                  273,928.8    19.27%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4997

Real Estate     Guardian Ins & Annuity Co Inc                178,937.5    16.41%
Investment      S/A
Portfolio       3900 Burgess Place
                Bethlehem, PA 18017-9097

                Guardian Ins & Annuity Co Inc                427,676.4    39.21%
                S/A
                3900 Burgess Place
                Bethlehem, PA 18017-9097

                Hartford Life & Annuity                       73,474.5     6.74%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT  06104-2999

                SunAmerica Annuity and Life                  355,159.6    32.56%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4997

International   GE Life and Annuity                        6,799,608.3     8.87%
Value           Assurance Company
Portfolio       6610 W. Broad Street
                Building 3, 5th Floor
                Attn: Variable Accounting
                Richmond, VA 23230-1702

                Hartford Life and Annuity                 13,716,582.3    17.89%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                Hartford Life                              5,954,400.9     7.75%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                IDS Life Insurance Co.                    19,287,179.0    25.15%
                1438 AXP Financial Ctr.
                Minneapolis, MN 55474-0014

                Lincoln Life Variable Annuity             14,581,384.3    19.01%
                Account Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506

                Sun Life Assurance                         4,693,678.9     6.12%
                Company of Canada (U.S.)
                One Sunlife Executive Park
                Wellesley Hills, MA 02481

Small/Mid       Hartford Life and Annuity                  2,513,909.7    12.69%
Cap Value       Separate Account
Portfolio       Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                Lincoln Life Variable Annuity              8,194,927.1    41.37%
                Account Fund Accounting
                1300 S. Clinton Street
                Fort Wayne, IN 46802-3506

                Nationwide Life Insurance Company          3,549,989.8    17.92%
                c/o IPO Portfolio Accounting
                P.O. Box 182029
                Columbus, OH 43218-2029

Value           American General Life                      1,328,508.6     9.52%
Portfolio       Insurance Company of Delaware
                Attn: Ed Bacon
                2727A Allen Parkway, #4D1
                Houston, TX 77019-2107

                Hartford Life                              3,559,200.4    25.49%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT 06104-2999

                Hartford Life and Annuity                  7,256,590.0    51.98%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT  06104-2999

Balanced        Hartford Life and Annuity                  7,748,416.7    18.75%
Wealth          Separate Account
Strategy        Attn: UIT Operations
Portfolio       P.O. Box 2999
                Hartford, CT 06104-2999

                Hartford Life                              3,139,424.6     7.60%
                Separate Account
                Attn: UIT Operations
                P.O. Box 2999
                Hartford, CT  06104-2999

                Separate Account A of Pacific             11,610,338.9    28.09%
                Life Insurance Company
                700 Newport Center Drive
                Newport Beach, CA 92660-6307

                SunAmerica Annuity and Life                3,110,662.1     7.53%
                Assurance Company
                Attn: Variable Annuity Accounting
                21650 Oxnard Street, MS 6-9
                Suite 750
                Woodland Hills, CA 91367-4997

                Sunlife Assurance                          4,863,936.6    11.77%
                Company of Canada (U.S.)
                One Sunlife Executive Park
                Wellesley Hills, MA 02481

                Transamerica Life Insurance Co.            2,348,073.4     5.68%
                FMD Operational Accounting
                4333 Edgewood Road, NE
                Cedar Rapids, IA 52499-0001

Dynamic Asset   Ohio National Life Insurance Co.          16,820,146.9    72.90%
Allocation      FBO Its Separate Accounts
Portfolio       One Financial Way
                Attn: Cathy Gehr, Mail Code 56
                Cincinnati, OH 45242-5851

                Sunlife Assurance                          5,345,316.3    23.17%
                Company of Canada (U.S.)
                One Sunlife Executive Park
                Wellesley Hills, MA 02481


Custodian
---------

            State Street Bank and Trust Company ("State Street"), One Lincoln
Street, Boston, MA 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
---------------------


            ABI, an indirect wholly-owned subsidiary of the Adviser, located at
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, 10004.

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.

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
SEC's website at www.sec.gov.



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

        FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC
                                ACCOUNTING FIRM

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


            The financial statements of the Portfolios of the Fund for the
fiscal year ended December 31, 2012 and the report of Ernst & Young LLP, the
independent registered public accounting firm, are incorporated herein by
reference to the Portfolios' annual reports. The annual report was filed on Form
N-CSR with the SEC on February 22, 2013. 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 long-term shareholder value. Generally, our
      clients' objective is to maximize the financial return of their portfolios
      within appropriate risk parameters. We have long recognized that
      environmental, social and governance ("ESG") issues can impact the
      performance of investment portfolios. Accordingly, we have sought to
      integrate ESG factors into our investment process to the extent that the
      integration of such factors is consistent with our fiduciary duty to help
      our clients achieve their investment objectives and protect their economic
      interests. Our Statement of Policy Regarding Responsible Investment ("RI
      Policy") is attached to this Statement as an Exhibit.

      We consider ourselves shareholder advocates and take this responsibility
      very seriously. Consistent with our commitments, we will disclose our
      clients' voting records only to them and as required by mutual fund vote
      disclosure regulations. In addition, our proxy committees may, after
      careful consideration, choose to respond to surveys so long as doing so
      does not compromise confidential voting.

      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 long-term 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, if we determine that ESG issues that arise with respect to an
      issuer's past, current or anticipated behaviors are, or are reasonably
      likely to become, material to its future earnings, we address these
      concerns in our proxy voting and engagement.

      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

            We recognize the importance of good corporate governance in our
            proxy voting policies and engagement practices 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 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 to oppose 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 vote against directors (or withhold votes
            for directors where plurality voting applies) who fail to act on key
            issues such as failure to implement proposals to declassify the
            board, 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. In addition, we will vote against 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 oppose 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
            single shareholder class structures provides 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 or advisory votes on executive compensation are
            not required for all 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 practices
            of the company. 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 management and shareholders meet their common
            objective: maximizing the value of the company. In markets where
            votes to approve remuneration reports or advisory votes on executive
            compensation are required, we review the compensation practices on a
            case-by-case basis. With respect to companies that have received
            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 U.S. Securities and Exchange Commission ("SEC") took
            appropriate steps to ensure more complete and transparent disclosure
            of executive compensation when it issued modified 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. 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.  ESG

            We are appointed by our clients as an investment manager with a
            fiduciary responsibility to help them achieve their investment
            objectives over the long term. Generally, our clients' objective is
            to maximize the financial return of their portfolios within
            appropriate risk parameters. We have long recognized that ESG issues
            can impact the performance of investment portfolios. Accordingly, we
            have sought to integrate ESG factors into our investment and proxy
            voting processes to the extent that the integration of such factors
            is consistent with our fiduciary duty to help our clients achieve
            their investment objectives and protect their economic interests.
            For additional information regarding our approach to incorporating
            ESG issues in our investment and decision-making processes, please
            refer to our RI Policy, which is attached to this Statement as an
            Exhibit.

            Shareholder proposals relating to environmental, social (including
            political) and governance issues often raise complex and
            controversial issues that may have both a financial and
            non-financial effect on the company. And while we recognize that the
            effect of certain policies on a company may be difficult to
            quantify, we believe it is clear that they do affect the company's
            long-term performance. Our position in evaluating these proposals is
            founded on the principle that we are a fiduciary. As such, we
            carefully consider any factors that we believe could affect a
            company's long-term investment performance (including ESG issues) in
            the course of our extensive fundamental, company-specific research
            and engagement, which we rely on in making our investment and proxy
            voting decisions. Maximizing long-term shareholder value is our
            overriding concern when evaluating these matters, so we consider the
            impact of these proposals on the future earnings of the company. In
            so doing, we will balance the assumed cost to a company of
            implementing one or more shareholder proposals against the positive
            effects we believe implementing the proposal may have on long-term
            shareholder value.

3.    Proxy Voting Procedures

      3.1.  Proxy Voting Committees

            Our growth and value investment groups have formed separate proxy
            voting committees ("Proxy Committees") to establish general proxy
            policies for AllianceBernstein and consider specific proxy voting
            matters as necessary. These Proxy Committees periodically review
            these policies and new types of environmental, social and 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 appropriate Proxy Committee
            will evaluate the proposal. In addition, the Proxy 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 Proxy Committees
            include senior investment personnel and representatives of the Legal
            and Compliance Department.

            Different investment philosophies may occasionally result in
            different conclusions being drawn regarding certain proposals and,
            in turn, may result in the Proxy Committees making different voting
            decisions on the same proposal for value and growth holdings.
            Nevertheless, the Proxy Committees always vote proxies with the goal
            of maximizing the value of the securities in client portfolios.

            It is the responsibility of the Proxy Committees to evaluate and
            maintain proxy voting procedures and guidelines, to evaluate
            proposals and issues not covered by these guidelines, to evaluate
            proxies where we face a potential conflict of interest (as discussed
            below), to consider changes in policy and to review the Proxy Voting
            Statement and the Proxy Voting Manual no less frequently than
            annually. In addition, the Proxy Committees meet as necessary to
            address special situations.

      3.2.  Engagement

            In evaluating proxy issues and determining our votes, we welcome and
            seek out the points of view of various parties. Internally, the
            Proxy Committees may consult chief investment officers, directors of
            research, research analysts across our value and growth equity
            platforms, portfolio managers in whose managed accounts a stock is
            held and/or other Investment Policy Group members. Externally, the
            Proxy Committees may consult company management, company directors,
            interest groups, shareholder activists and research providers. If we
            believe an ESG issue is, or is reasonably likely to become,
            material, we engage a company's management to discuss the relevant
            issues.

            Our engagement with companies and interest groups continues to
            expand as we have had more such meetings in the past few years.

      3.3.  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 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. 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 takes 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.

      3.4.  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.

            AllianceBernstein seeks to vote all proxies for securities held in
            client accounts for which we have proxy voting authority. However,
            in non-US markets administrative issues beyond our control may at
            times prevent AllianceBernstein from voting such proxies. For
            example, AllianceBernstein may receive meeting notices after the
            cut-off date for voting or without sufficient time to fully consider
            the proxy. As another example, certain markets require periodic
            renewals of powers of attorney that local agents must have from our
            clients prior to implementing AllianceBernstein's voting
            instructions.

      3.5.  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.

      3.6.  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.





                                                                         Exhibit

                         Statement of Policy Regarding
                             Responsible Investment
                     Principles for Responsible Investment,
                    ESG, and Socially Responsible Investment

1. Introduction
AllianceBernstein L.P. ("AllianceBernstein" or "we") is appointed by our clients
as an investment manager with a fiduciary responsibility to help them achieve
their investment objectives over the long term. Generally, our clients'
objective is to maximize the financial return of their portfolios within
appropriate risk parameters. AllianceBernstein has long recognized that
environmental, social and governance ("ESG") issues can impact the performance
of investment portfolios. Accordingly, we have sought to integrate ESG factors
into our investment process to the extent that the integration of such factors
is consistent with our fiduciary duty to help our clients achieve their
investment objectives and protect their economic interests.

Our policy draws a distinction between how the Principles for Responsible
Investment ("PRI" or "Principles"), and Socially Responsible Investing ("SRI")
incorporate ESG factors. PRI is based on the premise that, because ESG issues
can affect investment performance, appropriate consideration of ESG issues and
engagement regarding them is firmly within the bounds of a mainstream investment
manager's fiduciary duties to its clients. Furthermore, PRI is intended to be
applied only in ways that are consistent with those mainstream fiduciary duties.

SRI, which refers to a spectrum of investment strategies that seek to integrate
ethical, moral, sustainability and other non-financial factors into the
investment process, generally involves exclusion and/or divestment, as well as
investment guidelines that restrict investments. AllianceBernstein may accept
such guideline restrictions upon client request.

2. Approach to ESG
Our long-standing policy has been to include ESG factors in our extensive
fundamental research and consider them carefully when we believe they are
material to our forecasts and investment decisions. If we determine that these
aspects of an issuer's past, current or anticipated behavior are material to its
future expected returns, we address these concerns in our forecasts, research
reviews, investment decisions and engagement. In addition, we have
well-developed proxy voting policies that incorporate ESG issues and engagement.

3. Commitment to the PRI
In recent years, we have gained greater clarity on how the PRI initiative, based
on information from PRI Advisory Council members and from other signatories,
provides a framework for incorporating ESG factors into investment research and
decision-making. Furthermore, our industry has become, over time, more aware of
the importance of ESG factors. We acknowledge these developments and seek to
refine what has been our process in this area.

After careful consideration, we determined that becoming a PRI signatory would
enhance our current ESG practices and align with our fiduciary duties to our
clients as a mainstream investment manager. Accordingly, we became a signatory,
effective November 1, 2011.

In signing the PRI, AllianceBernstein as an investment manager publicly commits
to adopt and implement all six Principles, where consistent with our fiduciary
responsibilities, and to make progress over time on implementation of the
Principles.

The six Principles are:

1. We will incorporate ESG issues into investment research and decision-making
processes. AllianceBernstein Examples: ESG issues are included in the research
analysis process. In some cases, external service providers of ESG-related tools
are utilized; we have conducted proxy voting training and will have continued
and expanded training for investment professionals to incorporate ESG issues
into investment analysis and decision-making processes across our firm.

2. We will be active owners and incorporate ESG issues into our ownership
policies and practices.

AllianceBernstein Examples: We are active owners through our proxy voting
process (for additional information, please refer to our Statement of Policies
and Procedures for Proxy Voting Manual); we engage issuers on ESG matters in our
investment research process (we define "engagement" as discussions with
management about ESG issues when they are, or we believe they are reasonably
likely to become, material).

3. We will seek appropriate disclosure on ESG issues by the entities in which we
invest.

AllianceBernstein Examples: Generally, we support transparency regarding ESG
issues when we conclude the disclosure is reasonable. Similarly, in proxy
voting, we will support shareholder initiatives and resolutions promoting ESG
disclosure when we conclude the disclosure is reasonable.

4. We will promote acceptance and implementation of the Principles within the
investment industry.

AllianceBernstein Examples: By signing the PRI, we have taken an important first
step in promoting acceptance and implementation of the six Principles within our
industry.

5. We will work together to enhance our effectiveness in implementing the
Principles.

AllianceBernstein Examples: We will engage with clients and participate in
forums with other PRI signatories to better understand how the PRI are applied
in our respective businesses. As a PRI signatory, we have access to information,
tools and other signatories to help ensure that we are effective in our
endeavors to implement the PRI.

6. We will report on our activities and progress towards implementing the
Principles.

AllianceBernstein Examples: We will respond to the 2012 PRI questionnaire and
disclose PRI scores from the questionnaire in response to inquiries from clients
and in requests for proposals; we will provide examples as requested concerning
active ownership activities (voting, engagement or policy dialogue).

4. RI Committee

Our firm's RI Committee provides AllianceBernstein stakeholders, including
employees, clients, prospects, consultants and service providers alike, with a
resource within our firm on which they can rely for information regarding our
approach to ESG issues and how those issues are incorporated in different ways
by the PRI and SRI. Additionally, the RI Committee is responsible for assisting
AllianceBernstein personnel to further implement our firm's RI policies and
practices, and, over time, to make progress on implementing all six Principles.

The RI Committee has a diverse membership, including senior representatives from
investments, distribution/sales and legal. The Committee is chaired by Linda
Giuliano, Senior Vice President and Chief Administrative Officer-Equities.

If you have questions or desire additional information about this Policy, we
encourage you to contact the RI Committee at RIinquiries@alliancebernstein.com
or reach out to a Committee member:

Erin Bigley: SVP-Fixed Income, New York
Alex Chaloff: SVP-Private Client, Los Angeles
Nicholas Davidson: SVP-Value, London
Kathy Fisher: SVP-Private Client, New York
Linda Giuliano: SVP-Equities, New York
Christopher Kotowicz: VP-Growth, Chicago
David Lesser: VP-Legal, New York
Mark Manley: SVP-Legal, New York
Takuji Oya: VP-Growth, Japan
Guy Prochilo: SVP-Institutional Investments, New York
Nitish Sharma: VP-Institutional Investments, Australia
Liz Smith: SVP-Institutional Investments, New York
Chris Toub: SVP-Equities, New York
Willem Van Gijzen: VP-Institutional Investments, Netherlands







                                     PART C
                               OTHER INFORMATION

ITEM 28.    EXHIBITS:

      (a)   (1)   Articles of Amendment and Restatement to Articles of
                  Incorporation 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
                  811-05398), 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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398),
                  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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398), filed with the
                  Securities and Exchange Commission on February 25, 2010.

            (10)  Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated October 2, 2009 and filed October 5, 2009 -
                  Incorporated by reference to Exhibit (a)(10) to Post-Effective
                  Amendment No. 50 of Registrant's Registration Statement on
                  Form N-1A (File Nos. 33-18647 and 811-05398), 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 811-05398), filed with the
                  Securities and Exchange Commission on March 31, 2011.


            (12)  Articles of Amendment to Articles of Incorporation of
                  Registrant, dated June 6, 2012 and filed June 6, 2012 - Filed
                  herewith.


      (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 811-05398),
                  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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398), 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 811-05398), filed with the Securities
                  and Exchange Commission on March 1, 2006.


            (4)   Expense Limitation Agreement between Registrant and
                  AllianceBernstein L.P. - Filed herewith.


      (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
            811-05398), 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
            811-05398), 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 811-05398), 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.
                  105 of the Registration Statement on Form N-1A of
                  AllianceBernstein Bond Fund, Inc. (File Nos. 2-48227 and
                  811-02383), filed with the Securities and Exchange Commission
                  on December 7, 2011.

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 - Filed herewith.

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 is the Principal
            Underwriter or Distributor for the following investment companies:


               AllianceBernstein Blended Style Series, Inc.
               AllianceBernstein Bond Fund, Inc.
               AllianceBernstein Cap Fund, Inc.
               AllianceBernstein Core Opportunities Fund, Inc.
               AllianceBernstein Corporate Shares
               AllianceBernstein Discovery Growth Fund, Inc.
               AllianceBernstein Equity Income Fund, Inc.
               AllianceBernstein Exchange Reserves
               AllianceBernstein Fixed-Income Shares, Inc.
               AllianceBernstein Global Bond Fund, Inc.
               AllianceBernstein Global Real Estate Investment Fund, Inc.
               AllianceBernstein Global Risk Allocation Fund, Inc.
               AllianceBernstein Global Thematic Growth 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 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 AND               POSITIONS AND
                             OFFICES WITH                OFFICES WITH
NAME                         UNDERWRITER                 REGISTRANT
----                         -----------                 ----------

Directors
---------

Robert M. Keith              Director and President      President and Chief
                                                         Executive Officer

Mark R. Manley               Director and Secretary

Officers
--------

Emilie D. Wrapp              Senior Vice President,      Secretary
                             Assistant General Counsel
                             and Assistant Secretary

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

John C. Endahl               Senior Vice President

John Edward English          Senior Vice President

Daniel Ennis                 Senior Vice President

Edward J. Farrell            Senior Vice President and
                             Controller

Mark A. Gessner              Senior Vice President

Kenneth L. Haman             Senior Vice President

Michael S. Hart              Senior Vice President

Joseph P. Healy              Senior Vice President

Harold Hughes                Senior Vice President

Scott Hutton                 Senior Vice President

Ajai M. Kaul                 Senior Vice President

Hiroshi Kimura               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

Joanna D. Murray             Senior Vice President

Daniel A. Notto              Senior Vice President,
                             Counsel and Assistant
                             Secretary

John J. O'Connor             Senior Vice President

Suchet Padhye (Pandurang)    Senior Vice President

Guy Prochilo                 Senior Vice President

John D. Prosperi             Senior Vice President

Miguel A. Rozensztroch       Senior Vice President

Stephen C. Scanlon           Senior Vice President

John P. Schmidt              Senior Vice President

Elizabeth M. Smith           Senior Vice President

Peter J. Szabo               Senior Vice President

Joseph T. Tocyloski          Senior Vice President

Christian G. Wilson          Senior Vice President

Derek Yung                   Senior Vice President

Aimee K. Alati               Vice President

Constantin L. Andreae        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

Robert A. Brazofsky          Vice President

Richard A. Brink             Vice President

Shaun D. Bromley             Vice President

Brian Buehring               Vice President

Michael A. Capella           Vice President

Laura A. Channell            Vice President

Mikhail Cheskis              Vice President

Nelson Kin Hung Chow         Vice President

Flora Chuang                 Vice President

Peter T. Collins             Vice President

Dwight P. Cornell            Vice President

Robert A. Craft              Vice President

Silvio Cruz                  Vice President

Kevin M. Dausch              Vice President

Giuliano De Marchi           Vice President

Christine M. Dehil           Vice President

Marc J. Della Pia            Vice President

Patrick R. Denis             Vice President

Ralph A. DiMeglio            Vice President

Joseph T. Dominguez          Vice President

Barbara Anne Donovan         Vice President

Robert Dryzgula              Vice President

Arend J. Elston              Vice President

Gregory M. Erwinski          Vice President

Michael J. Ferraro           Vice President

Andrew H. Fischer            Vice President

Susan A. Flanagan            Vice President

Robert K. Forrester          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

Terry L. Harris              Vice President

Olivier Herson               Vice President

Lia A. Horii                 Vice President

Eric S. Indovina             Vice President

Tina Kao                     Vice President

Jang Joong Kim               Vice President

Scott M. Krauthamer          Vice President

Stephen J. Laffey            Vice President and          Assistant Secretary
                             Counsel

Edward G. Lamsback           Vice President

Christopher J. Larkin        Vice President

Chang Hyun Lee               Vice President

Ginnie Li                    Vice President

Jonathan M. Liang            Vice President

Karen (Yeow Ping) Lim        Vice President

Darren L. Luckfield          Vice President

Robert A. Mancini            Vice President

Todd Mann                    Vice President

Silvia Manz                  Vice President

Russell B. Martin            Vice President

Nicola Meotti                Vice President

Yuji Mihashi                 Vice President

David Mitchell               Vice President

Thomas F. Monnerat           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

Alex E. Pady                 Vice President

David D. Paich               Vice President

Kimchu Perrington            Vice President

Jared M. Piche               Vice President

Jeffrey Pietragallo          Vice President

Joseph J. Proscia            Vice President

Damien Ramondo               Vice President

Carol H. Rappa               Vice President

Jessie A. Reich              Vice President

Lauryn A. Rivello            Vice President

Patricia A. Roberts          Vice President

Jennifer R. Rolf             Vice President

Claudio Rondolini            Vice President

Gregory M. Rosta             Vice President and
                             Assistant Secretary

Kristin M. Seabold           Vice President

Karen Sirett                 Vice President

John F. Skahan               Vice President

Orlando Soler                Vice President

Chang Min Song               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

Laura L. Tocchet             Vice President

Louis L. Tousignant          Vice President

Ming (Ming Kai) Tung         Vice President

Christian B. Verlingo        Vice President

Wendy Weng                   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

Oscar Zarazua                Vice President

Martin J. Zayac              Vice President

Corey S. Beckerman           Assistant Vice President

Claudio Roberto Bello        Assistant Vice President

Roy C. Bentzen               Assistant Vice President

James M. Broderick           Assistant Vice President

Christopher J. Carrelha      Assistant Vice President

Daisy (Sze Kie) Chung        Assistant Vice President

Francesca Dattola            Assistant Vice President

Robert A. Fiorentino         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

Joseph D. Kearney            Assistant Vice President

Charlie Kim                  Assistant Vice President

Junko Kimura                 Assistant Vice President

Aaron S. Kravitz             Assistant Vice President

Jim Liu                      Assistant Vice President

Mark J. Maier                Assistant Vice President

Matthew J. Malvey            Assistant Vice President

Rachel A. Moon               Assistant Vice President

Nora E. Murphy               Assistant Vice President

Charissa A. Pal              Assistant Vice President

Brian W. Paulson             Assistant Vice President

Pablo Perez                  Assistant Vice President

Anthony W. Piccola           Assistant Vice President

Tricia L. Psychas            Assistant Vice President

Mark A. Quarno               Assistant Vice President

Jennifer B. Robinson         Assistant Vice President

Richard A. Schwam            Assistant Vice President

Nicholas A. Semko            Assistant Vice President

Michael J. Shavel            Assistant Vice President

Chizu Soga                   Assistant Vice President

Michiyo Tanaka               Assistant Vice President

Miyako Taniguchi             Assistant Vice President

Laurence Vandecasteele       Assistant Vice President

Annabelle C. Watson          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, NY 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 26th day of April, 2013.


                           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 26, 2013
            ----------------           Executive Officer
            Robert M. Keith


2.    Principal Financial and
      Accounting Officer


            /s/ Joseph J. Mantineo     Treasurer and            April 26, 2013
            ----------------------     Chief Financial
                Joseph J. Mantineo     Officer


3.    All of the Directors:
      ---------------------

      John H. Dobkin*
      Michael Downey*
      William H. Foulk, Jr.*
      D. James Guzy*
      Nancy P. Jacklin*
      Robert M. Keith*
      Garry L. Moody*
      Marshall C. Turner, Jr.*
      Earl D. Weiner*


      *By: /s/ Stephen J. Laffey                                April 26, 2013
          ------------------------------
               Stephen J. Laffey
               (Attorney-in-fact)




                               INDEX TO EXHIBITS
                               -----------------

Exhibit No.       Description of Exhibits
-----------       -----------------------


(a)(12)           Articles of Amendment to Articles of Incorporation

(h)(4)            Expense Limitation Agreement


(i)               Opinion and Consent of Seward & Kissel LLP

(j)               Consent of Independent Registered Public Accounting Firm

Other Exhibits    Powers of Attorney

EX-99.A12

                                                               Exhibit 99-a(12)


             ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

                             ARTICLES OF AMENDMENT

      AllianceBernstein Variable Products Series Fund, Inc., a Maryland
corporation having its principal office in Baltimore City, Maryland (hereinafter
called the "Corporation"), certifies to the State Department of Assessments and
Taxation of Maryland that:

      FIRST: In connection with and in furtherance of a plan of liquidation of
AllianceBernstein Money Market Portfolio, a separate series of stock of the
Corporation (the "Liquidating Series"), the Corporation hereby amends its
Articles of Incorporation currently in effect (the "Charter") to include the
following:

                  A. Upon effectiveness of this amendment to the Charter, each
            unissued share of the Liquidating Series, par value $0.001 per
            share, is hereby reclassified into, and shall become, one unissued,
            unclassified share of capital stock of the Corporation.

                  B. Upon the reclassification of all unissued shares of the
            Liquidating Series to unissued, unclassified shares of capital stock
            of the Corporation, the provisions of the Articles of Incorporation
            designating and classifying shares of stock of the Corporation into
            Class A and Class B shares of Common Stock of the Liquidating
            Series, establishing and describing the preferences, conversion and
            other rights, voting powers, restrictions, limitations as to
            dividends, qualifications and terms and conditions of redemption of
            shares of the Liquidating Series shall be deleted from the Charter
            of the Corporation. Such deletions from the Charter shall include
            only provisions of the Charter as they related to shares of the
            Liquidating Series, and to the extent which any provisions of the
            Charter relate to both share of the Liquidating Series and one or
            more other series of stock of the Corporation, such provisions shall
            remain in the Charter but shall be deemed to apply only to such one
            or more other series of stock of the Corporation.

      SECOND: This amendment to the Charter was duly advised and approved by the
Board of Directors of the Corporation.

      THIRD: This amendment to the Charter does not increase the authorized
capital stock of the Corporation.



            IN WITNESS WHEREOF, AllianceBernstein Variable Products Series Fund,
Inc. has caused these Articles of Amendment to be executed in its name and on
its behalf by Robert M. Keith, President of the Corporation, and witnessed by
Stephen J. Laffey, the Assistant Secretary of the Corporation, this 6th day
of June, 2012. The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and states that
to the best of his knowledge, information and belief, the matters and facts set
forth in these Articles with respect to the authorization and approval of the
amendments of the Corporation's charter are true in all material respects, and
that this statement is made under the penalties of perjury.

                           ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.


                                        By: /s/ Robert M. Keith
                                            ----------------------
                                            Robert M. Keith
                                            President

WITNESS:

/s/ Stephen J. Laffey
------------------------------
Stephen J. Laffey
Assistant Secretary

EX-99.H-4

                                                                Exhibit 99(h)(4)

                          EXPENSE LIMITATION AGREEMENT

                             ALLIANCEBERNSTEIN L.P.
                          1345 Avenue of the Americas
                            New York, New York 10105

                                                                  April 1, 2011

AllianceBernstein Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Dear Sirs:

            AllianceBernstein L.P. herewith confirms our agreement with you as
follows:

            1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"). You
propose to engage in the business of investing and reinvesting your assets in
accordance with applicable limitations. Pursuant to an Advisory Agreement dated
as of April 1, 2011 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to the
AllianceBernstein Dynamic Asset Allocation Portfolio (the "Portfolio").

            2. We hereby agree that, notwithstanding any provision to the
contrary contained in the Advisory Agreement, we shall limit as provided herein
the aggregate expenses of every character incurred by the Portfolio, including
but not limited to the fees ("Advisory Fees") payable to us pursuant to the
Advisory Agreement (the "Limitation"). Under the Limitation, we agree that,
through May 1, 2012, such expenses shall not exceed a percentage (the
"Percentage Expense Limitation") of the Portfolio's average daily net assets
equal to, on an annualized basis, 0.85% in the case of the Class A shares and
1.10% in the case of the Class B shares.

            To determine our liability for expenses in excess of the Percentage
Expense Limitation, the amount of allowable fiscal-year-to-date expenses shall
be computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year, or limitation period, if shorter
(the "Prorated Limitation"). The Prorated Limitation shall be compared to the
Portfolio's expenses recorded through the current day in order to produce the
allowable expenses to be recorded for the current day (the "Allowable
Expenses"). If Advisory Fees and the Portfolio's other expenses for the current
day exceed the Allowable Expenses, Advisory Fees for the current day shall be
reduced by such excess ("Unaccrued Fees"). In the event such excess exceeds the
amount due as Advisory Fees, we shall be responsible for the additional excess
("Other Expenses Exceeding Limit"). Cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit shall be paid to us in the future, provided that
(1) no such payment shall be made to us after April 1, 2014, (2) such payment
shall be made only to the extent that it does not cause the Portfolio's
aggregate expenses, on an annualized basis, to exceed the Percentage Expense
Limitation, and (3) no such payment shall be made to us to the extent that the
aggregate of such payments would exceed the amount of offering expenses (as
defined by the Financial Accounting Standards Board) recorded by the Portfolio
for financial reporting purposes on or before April 1, 2012.

            3. Nothing in this Agreement shall be construed as preventing us
from voluntarily limiting, waiving or reimbursing the Portfolio's expenses
outside the contours of this Agreement during any time period before or after
May 1, 2012; nor shall anything herein be construed as requiring that we limit,
waive or reimburse any of the Portfolio's expenses incurred after May 1, 2012
or, except as expressly set forth herein, prior to such date.

            4. This Agreement shall become effective on the date hereof and
remain in effect until April 1, 2014. After May 1, 2012, this Agreement may be
terminated by either party hereto upon not less than 60 days' prior written
notice to the other party. Upon the termination or expiration hereof, we shall
have no claim against the Portfolio for any amounts not reimbursed to us
pursuant to the provisions of paragraph 2.

            5. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the Act.

            If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.

                                             Very truly yours,

                                             ALLIANCEBERNSTEIN L.P.




                                             By:   /s/ Emilie D. Wrapp
                                                   ---------------------------
                                                   Name:   Emilie D. Wrapp
                                                   Title: Assistant Secretary

Agreed to and accepted
as of the date first set forth above.



ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.



By:  /s/ Stephen J. Laffey
     -----------------------------
     Name:   Stephen J. Laffey
     Title: Assistant Secretary

EX-99.I

                                                                   Exhibit 99(i)



                              SEWARD & KISSEL LLP
                               901 K STREET, N.W.
                             WASHINGTON, D.C. 20001

                           Telephone: (202) 737-8833
                           Facsimile: (202) 737-5184
                                 www.sewkis.com

                                                                April 26, 2013

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 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, AllianceBernstein Balanced
Wealth Strategy Portfolio and AllianceBernstein Dynamic Asset Allocation
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 811-05398) (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") on April 26,
2013 and to become effective on May 1, 2013 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 above-referenced 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.

                                        Very truly yours,



                                        /s/Seward & Kissel LLP

EX-99.J

                                                                   Exhibit 99(j)



      CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial
Highlights" within the Prospectus and "Shareholder Services - Statements and
Reports", "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 14, 2013 relating to the financial statements of
AllianceBernstein Balanced Wealth Strategy Portfolio, AllianceBernstein Dynamic
Asset Allocation 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 Real Estate Investment Portfolio, AllianceBernstein Small Cap
Growth Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio, and
AllianceBernstein Value Portfolio, each a series of AllianceBernstein Variable
Product Series Fund, Inc., for the fiscal year ended December 31, 2012, which
are incorporated by reference in the Post-Effective Amendment No. 58 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 24, 2013

EX-99

                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ John H. Dobkin
                                                 ------------------------
                                                 John H. Dobkin

Dated: February 5, 2013



                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Michael J. Downey
                                                 ------------------------
                                                 Michael J. Downey

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ William H. Foulk, Jr.
                                                 -------------------------
                                                 William H. Foulk, Jr.

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ D. James Guzy
                                                 ------------------------
                                                 D. James Guzy

Dated: February 5, 2013



                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Nancy P. Jacklin
                                                 ------------------------
                                                 Nancy P. Jacklin

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A and any other filings of:

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Robert M. Keith
                                                 ------------------------
                                                 Robert M. Keith

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Garry L. Moody
                                                 ------------------------
                                                 Garry L. Moody

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Marshall C. Turner, Jr.
                                                 ---------------------------
                                                 Marshall C. Turner, Jr.

Dated: February 5, 2013


                               POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A of

-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                 /s/ Earl D. Weiner
                                                 ------------------------
                                                 Earl D. Weiner

Dated: February 5, 2013