AB Variable Products Series Fund, Inc. - Balanced Wealth



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
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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)

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Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .15%
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Total Portfolio Operating Expenses  .95%
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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. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

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After 1 Year    $   97
After 3 Years   $  303
After 5 Years   $  525
After 10 Years  $1,166
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PORTFOLIO TURNOVER
The Portfolio pays transactions costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 85% of the average value of its
portfolio.

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

The Portfolio's equity component is diversified between growth and value equity
investment styles, and between U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and

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

The Adviser's targeted blend for the non-REIT portion of the Portfolio's equity
component is an equal weighting of growth and value stocks (50% each).

In addition to blending growth and value styles, the Adviser blends each
style-based portion of the Portfolio's equity component across U.S. and
non-U.S. issuers and various capitalization ranges. Within each of the value
and growth portions of the Portfolio, the Adviser normally targets a blend of
approximately 70% in equities of U.S. companies and the remaining 30% in
equities of companies outside the U.S. The Adviser will also allow the relative
weightings of the Portfolio's equity and debt, growth and value, and U.S. and
non-U.S. component to vary in response to markets, but ordinarily only by
(+/-)5% of the Portfolio. Beyond those ranges, the Adviser will generally
rebalance the Portfolio toward the targeted blend. However, under extraordinary
circumstances, when the Adviser believes that conditions favoring one
investment component are compelling, the range may expand to 10% of the
Portfolio. The Portfolio's targeted blend may change from time to time without
notice to shareholders based on the Adviser's assessment of underlying market
conditions.

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry
positions, excellent balance sheets and superior earnings growth prospects.
This discipline relies heavily upon the fundamental analysis and research of
the Adviser's large internal growth research staff, which follows over 1,500
U.S. and non-U.S. issuers. As one of the largest multi-national investment
firms, the Adviser has access to considerable information concerning these
companies, including an in-depth understanding of their products, services,
markets and competition as well as a good knowledge of the management of most
of the companies.

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

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

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

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

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

PRINCIPAL RISKS:

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

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.  INTEREST RATE RISK: Changes in interest rates will affect the value of
   investments in fixed-income securities. When interest rates rise, the value
   of investments in fixed-income securities tend to fall and this decrease in
   value may not be offset by higher income from new investments. Interest rate
   risk is generally greater for fixed-income securities with longer maturities
   or durations.

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

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

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

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

.  ALLOCATION RISK: The allocation of investments among the different
   investment styles, such as growth or value, equity or debt securities, or
   U.S. or non-U.S. securities may have a more significant effect on the
   Portfolio's 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-cap companies. Investments in
   small-cap companies may have additional risks because these companies have
   limited product lines, markets or financial resources.

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

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

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

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

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

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

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

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

An additional index is included in the performance table to show how the
Portfolio's performance compares with an index of fixed-income securities
similar to those in which the Portfolio invests. You may obtain updated
performance information on the Portfolio's website at www.AllianceBernstein.com
(click on "Pricing & Performance").

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

BAR CHART

                                    [CHART]

  00       01      02     03     04     05     06     07     08     09
------   ------  ------ ------ ------ ------ ------ ------ ------ ------
 n/a       n/a    n/a    n/a    n/a    7.01   13.76  5.26  -30.20  24.45

                             Calendar Year End (%)


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

BEST QUARTER WAS UP 15.06%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-14.71%, 4TH QUARTER, 2008.

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

                                                                                                                  SINCE
                                                                                                 1 YEAR 5 YEARS INCEPTION
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Portfolio (Inception Date: July 1, 2004)                                                         24.45%  2.16%    3.17%
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S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                         26.46%  0.42%    1.84%
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Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%    5.22%
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60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Bond Index (reflects no deduction
for fees, expenses, or taxes)                                                                    18.40%  2.54%    3.49%
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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
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Thomas J. Fontaine       Since July 2008      Senior Vice President of the Adviser

Dokyoung Lee             Since July 2008      Senior Vice President of the Adviser

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

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

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

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ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S RISKS AND INVESTMENTS
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This section of the Prospectus provides additional information about the
Portfolio's 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 the Portfolio's investment
practices and additional descriptions of the Portfolio's strategies,
investments, and risks can be found in the Fund's Statement of Additional
Information ("SAI").

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

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

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

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

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

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

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

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

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

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

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

.  SWAP TRANSACTIONS. A swap is a customized, privately negotiated agreement
   that obligates two parties to exchange a series of cash flows at specified
   intervals (payment dates) based upon, or calculated by, reference to changes
   in specified prices or rates (interest rates in the case of interest rate
   swaps, currency exchange rates in the case of currency swaps) for a
   specified amount of an underlying asset (the "notional" principal amount).
   Except for currency swaps, the notional principal amount is used solely to
   calculate the payment stream, but is not exchanged. Swaps are entered into
   on a net basis (i.e., the two payment streams are netted out, with the
   Portfolio receiving or paying, as the case may be, only the net amount of
   the two payments). The Portfolio's investments in swap transactions include
   the following:

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

 - An option on a swap agreement, also called a "swaption," is an option that
   gives the buyer the right, but not the obligation, to enter into a swap on a
   future date in exchange for paying a market-based "premium." A receiver
   swaption gives the owner the right to receive the total return of a
   specified asset, reference rate, or index. A payer swaption gives the owner
   the right to pay the total return of a specified asset, reference rate, or
   index. Swaptions also include options that allow an existing swap to be
   terminated or extended by one of the counterparties.

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

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

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

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 - Currency Swaps. The 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
   "Currency Transactions". Currency swaps involve the individually negotiated
   exchange by the 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. The 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 the Portfolio
   and do not present attractive investment opportunities. Such transactions
   may also be used when the Adviser believes that it may be more efficient
   than a direct investment in a foreign currency-denominated security. The
   Portfolio may also conduct currency exchange contracts on a spot basis
   (i.e., for cash at the spot rate prevailing in the currency exchange market
   for buying or selling currencies).

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

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).

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

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

ILLIQUID SECURITIES
Under current Commission guidelines, the 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 the Portfolio
has valued the securities. The Portfolio invests in illiquid securities and it
may not be able to sell such securities and may not be able to realize their
full value upon sale. Restricted securities (securities subject to legal or
contractual restrictions on resale) may be illiquid. Some restricted securities
(such as securities issued pursuant to Rule 144A under the Securities Act of
1933 (the "Securities Act") or certain commercial paper) may be treated as
liquid, although they may be less liquid than registered securities traded on
established secondary markets.

INVESTMENT IN OTHER INVESTMENT COMPANIES
The Portfolio may invest in other investment companies as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act") or the rules and
regulations thereunder. If the Portfolio acquires shares in investment
companies, shareholders would bear, indirectly, the expenses of such

                                                                             11



investment companies (which may include management and advisory fees), which
are in addition to the Portfolio's expenses. The Portfolio may also invest in
exchange traded funds, subject to the restrictions and limitations of the 1940
Act.

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

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities may be issued by the U.S. Government or one of its
sponsored entities or may be issued by private organizations. Interest and
principal payments (including prepayments) on the mortgages underlying
mortgage-backed securities are passed through to the holders of the securities.
As a result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated maturity would indicate. Prepayments
occur when the mortgagor on a mortgage prepays the remaining principal before
the mortgage's scheduled maturity date. Because the prepayment characteristics
of the underlying mortgages vary, it is impossible to predict accurately the
realized yield or average life of a particular issue of pass-through
certificates. Prepayments are important because of their effect on the yield
and price of the mortgage-backed securities. During periods of declining
interest rates, prepayments can be expected to accelerate and the 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 real estate mortgage investment
conduit certificates, or REMIC pass-through certificates, collateralized
mortgage obligations, or CMOs, and stripped mortgage-backed securities, or
SMBS, and other types of mortgage-backed securities that may be available in
the future.

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.

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.

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

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

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

Investing in REITs involves certain unique risks. Equity REITs may be affected
by changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be

12



affected by the quality of any credit extended. REITs are dependent upon
management skills, are not diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation.

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

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
The Portfolio may enter into repurchase agreements in which the Portfolio
purchases a security from a bank or broker-dealer, which agrees to repurchase
the security from the Portfolio at an agreed-upon future date, normally a day
or a few days later. The purchase and repurchase obligations are transacted
under one agreement. The resale price is greater than the purchase price,
reflecting an agreed-upon interest rate for the period the buyer's money is
invested in the security. Such agreements permit the 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, the Portfolio would suffer a loss to the extent that
the proceeds from the sale of the security were less than the repurchase price.

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

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
The 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 the 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 the 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 the Portfolio's gain is limited to
the price at which it sold the security short, its potential loss is
theoretically unlimited.

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

Securities registration, custody, and settlement may in some instances be
subject to delays and legal and administrative uncertainties. Foreign
investment in the securities markets of certain foreign countries is restricted
or controlled to varying degrees. These restrictions or controls may at times
limit or preclude investment in certain securities and may increase the cost
and expenses of the 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.

The 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 the Portfolio to adopt special procedures or seek local
governmental approvals or other actions, any of which may involve additional
costs to the Portfolio. These factors may affect the liquidity of the
Portfolio's investments in any country and the Adviser will monitor the effect
of any such factor or factors on the Portfolio's investments. Transaction
costs, including brokerage commissions for transactions both on and off the
securities exchanges, in many foreign countries are generally higher than in
the U.S.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting,

                                                                             13



and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in foreign securities than to investors in U.S.
securities. Substantially less information is publicly available about certain
non-U.S. issuers than is available about most U.S. issuers.

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

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

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

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

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

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

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

14



INVESTING IN THE PORTFOLIO
--------------------------------------------------------------------------------

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

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

ABI may refuse any order to purchase shares. The 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 Portfolio has adopted a plan under Securities and Exchange Commission
("Commission") Rule 12b-1 that allows the Portfolio to pay asset-based sales
charges or distribution and/or service fees for the distribution and sale of
its shares. The amount of this fee for the Class B shares of the Portfolio is
.25% of the aggregate average daily net assets. Because these fees are paid out
of the Portfolio's 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
Portfolio and typically receive compensation for selling shares of the
Portfolio. This compensation is paid from various sources.

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

  - Rule 12b-1 fees;
  - defrayal of costs for educational seminars and training;
  - additional distribution support; and
  - payments related to providing Contractholder recordkeeping and/or
    administrative services.

In the case of Class B shares, up to 100% of the Rule 12b-1 fees applicable to
Class B shares each year may be paid to the financial intermediary that sells
Class B shares.

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolio. Such payments will generally not exceed 0.35% of the average daily
net assets of the 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 Portfolio.
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 Portfolio for the Insurers' employees
and/or their clients and potential clients. The costs and expenses associated
with these efforts may include travel, lodging, entertainment and meals.

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

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

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

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

  AXA Advisors
  AIG SunAmerica
  Genworth Financial
  Lincoln Financial Distributors
  Merrill Lynch
  Pacific Life Insurance Co.
  Prudential
  RiverSource Distributors
  SunLife Financial
  Transamerica Capital

16




Although the Portfolio may use brokers and dealers who sell shares of the
Portfolio to effect portfolio transactions, the Portfolio does 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 of Directors (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
the Portfolio will be able to detect excessive or short-term trading and to
identify Contractholders engaged in such practices, particularly with respect
to transactions in omnibus accounts. Contractholders should be aware that
application of these policies may have adverse consequences, as described
below, and avoid frequent trading in Portfolio shares through purchases, sales
and exchanges of shares. The 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 the 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 the Portfolio, especially involving large
dollar amounts, may disrupt efficient portfolio management. In particular, the
Portfolio may have difficulty implementing its long-term investment strategies
if it is forced to maintain a higher level of its assets in cash to accommodate
significant short-term trading activity. Excessive purchases and sales or
exchanges of shares of the Portfolio may force the Portfolio to sell portfolio
securities at inopportune times to raise cash to accommodate short-term trading
activity. In addition, the Portfolio may incur increased expenses if one or
more Contractholders engage in excessive or short-term trading. For example,
the Portfolio may be forced to liquidate investments as a result of short-term
trading and incur increased brokerage costs without attaining any investment
advantage. Similarly, the Portfolio may bear increased administrative costs due
to asset level and investment volatility that accompanies patterns of
short-term trading activity. All of these factors may adversely affect the
Portfolio's performance.

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

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

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the
Portfolio should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolio. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. Insurers utilizing omnibus account
arrangements may not identify to the Fund, ABI or ABIS Contractholders'
transaction activity relating to shares of the 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 the 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 Portfolio,
including the maintenance of any transaction surveillance or account blocking
procedures, the Fund, ABI and ABIS consider the information actually available
to them at the time. The Fund reserves the right to modify this policy,
including any surveillance or account blocking procedures established from time
to time to effectuate this policy, at any time without notice.

.  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and
   AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
   procedures to detect excessive or short-term trading in Portfolio shares.
   This surveillance process involves several factors, which include
   scrutinizing individual Insurer's omnibus transaction activity in Portfolio
   shares in order to seek to ascertain whether any such activity attributable
   to one or more Contractholders might constitute excessive or short-term
   trading. Insurer's omnibus transaction activity identified by these
   surveillance procedures, or as a result of any other in-

                                                                             17



   formation actually available at the time, will be evaluated to determine
   whether such activity might indicate excessive or short-term trading
   activity attributable to one or more Contractholders. These surveillance
   procedures may be modified from time to time, as necessary or appropriate to
   improve the detection of excessive or short-term trading or to address
   specific circumstances.

.  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund, ABI or ABIS has been informed in
   writing that the terms and conditions of a particular contract may limit the
   Fund's ability to apply its short-term trading policy to Contractholder
   activity as discussed below. As a result, any Contractholder seeking to
   engage through an Insurer in purchase or exchange activity in shares of the
   Portfolio 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 Portfolio that the Contractholder did not intend to hold
   on a long-term basis or that may not be appropriate for the Contractholder's
   risk profile. To rectify this situation, a Contractholder with a "blocked"
   account may be forced to redeem Portfolio shares, which could be costly if,
   for example, these shares have declined in value. To avoid this risk, a
   Contractholder should carefully monitor the purchases, sales, and exchanges
   of Portfolio shares and avoid frequent trading in Portfolio shares. An
   Insurer's omnibus account that is blocked will generally remain blocked
   unless and until the Insurer provides evidence or assurance acceptable to
   the Fund that one or more Contractholders did not or will not in the future
   engage in excessive or short-term trading.

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

HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's NAV is calculated at the close of regular trading on the
Exchange (ordinarily, 4:00 p.m., Eastern Time), only on days when the Exchange
is open for business. To calculate NAV, the 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 the 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 Portfolio values its securities at their current market value determined on
the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Board. When
the Portfolio uses fair value pricing, it may take into account any factors it
deems appropriate. The 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 the 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 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. The Portfolio 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 Portfolio values its securities at
4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise
to the possibility that significant events, including broad market moves, may
have occurred in the interim. For example, the Portfolio believes that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolio may frequently value
many of its foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.

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

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

18



MANAGEMENT OF THE PORTFOLIO
--------------------------------------------------------------------------------

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

The Adviser provides investment advisory services and order placement
facilities for the Portfolio. For these advisory services, for the fiscal year
ended December 31, 2009, the Portfolio paid the Adviser as a percentage of
average daily net assets .55%.

A discussion regarding the basis for the Board's approval of the Portfolio's
investment advisory agreement is available in the Portfolio's annual report to
shareholders for the fiscal year ended indicated above.

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 the Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of the 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 the 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 the Portfolio. When two or more of the
clients of the Adviser (including the 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 Portfolio are
made by the Adviser's Multi-Asset Solutions Team. The Multi-Asset Solutions
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 the Portfolio's portfolio.

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

Dokyoung Lee; since July 2008; Senior Vice   Senior Vice President of the Adviser,
President of the Adviser and Director of     with which he has been associated in a
Research--Blend Strategies                   similar capacity to his current position
                                             as a portfolio manager since prior to
                                             2004 and Director of Research--Blend
                                             Strategies since June 2005.

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

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

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

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

PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Although the Portfolio itself has limited performance history, certain of the
investment teams employed by the Adviser in managing the 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 Portfolio they
manage.

                                                                             19



The Equity and Fixed-Income Historical Accounts that are not registered
investment companies or portions thereof are not subject to certain
limitations, diversification requirements and other restrictions imposed under
the 1940 Act and the Internal Revenue Code to which the 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 Portfolio's assets. Performance data is shown for the period during
which the relevant investment team of the Adviser or its Bernstein unit managed
the Equity and Fixed-Income Historical Accounts through December 31, 2008. The
aggregate assets for the Equity and Fixed-Income Historical Accounts managed by
each investment team as of December 31, 2008 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 Portfolio, which may be higher than the fees imposed on the
Equity and Fixed-Income Historical Accounts, and will reduce the returns of the
Portfolio. Expenses associated with the distribution of Class B shares of the
Portfolio in accordance with the plan adopted by the Board under SEC Rule 12b-1
are also excluded. 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 Portfolio. Except as noted, the performance data has also
not been adjusted for corporate or individual taxes, if any, payable by account
owners.

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

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

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

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

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

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

20




The following performance data is provided solely to illustrate each investment
team's performance in managing the Equity and Fixed-Income Historical Accounts
as measured against certain broad-based market indices. The performance of the
Portfolio will be affected both by the performance of each investment team
managing a portion of the Portfolio's assets and by the Adviser's allocation of
the Portfolio's portfolio among its various investment teams. If some or all of
the investment teams employed by the Adviser in managing the Portfolio were to
perform relatively poorly, and/or if the Adviser were to allocate more of the
Portfolio's portfolio to relatively poorly performing investment teams, the
performance of the 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 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 SEC that will be used to calculate the
Portfolio's performance. The use of methodology different from that used to
calculate performance could result in different performance data.

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

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

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

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

LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein
Mutual Funds, certain officers of the Adviser ("AllianceBernstein defendants");
and certain other unaffiliated defendants, as well as unnamed Doe defendants.
The Hindo Complaint was filed in the United States District Court for the
Southern District of New York by alleged shareholders of two of the
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the
Alliance defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in "late trading" and
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections
11 and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the
Securities and Exchange Act of 1934, and Sections 206 and 215 of the Investment
Advisers Act of 1940. Plaintiffs seek an unspecified amount of compensatory
damages and rescission of their contracts with the Adviser, including recovery
of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants. On
September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Holding; and claims
brought under ERISA by participants in the Profit Sharing Plan for Employees of
the Adviser. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Order of the
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuance dated
September 1, 2004.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential

                                                                             21



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

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

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------
                                                                                        YEAR ENDED DECEMBER 31,
                                                                          2009       2008        2007         2006        2005
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $   8.58   $  12.97    $  12.81    $  11.34     $ 10.67
                                                                       --------   --------    --------    --------     -------

INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                    .22        .26(b)      .27(b)      .22(b)      .15(b)
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                     1.86      (4.02)        .41        1.33         .60
Contributions from Adviser                                                  -0-        .00(c)      -0-         -0-         -0-
                                                                       --------   --------    --------    --------     -------
Net increase (decrease) in net asset value from operations                 2.08      (3.76)        .68        1.55         .75
                                                                       --------   --------    --------    --------     -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.08)      (.35)       (.30)       (.08)       (.05)
Distributions from net realized gain on investment and foreign
 currency transactions                                                      -0-       (.28)       (.22)        -0-        (.03)
                                                                       --------   --------    --------    --------     -------
Total dividends and distributions                                          (.08)      (.63)       (.52)       (.08)       (.08)
                                                                       --------   --------    --------    --------     -------
Net asset value, end of period                                         $  10.58   $   8.58    $  12.97    $  12.81     $ 11.34
                                                                       ========   ========    ========    ========     =======
TOTAL RETURN
Total investment return based on net asset value(d)                       24.45%*   (30.20)%*     5.26%      13.75%       7.01%


RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $458,669   $285,962    $211,440    $124,992     $64,325
Ratio to average net assets of:
Expenses, net of waivers and reimbursements                                 .95%      1.00%       1.01%       1.23%(e)    1.45%
Expenses, before waivers and reimbursements                                 .95%      1.02%       1.07%       1.31%(e)    1.77%
Net investment income                                                      2.36%      2.48%       2.11%       1.84%(e)    1.31%
Portfolio turnover rate                                                      85%        93%         77%        203%        139%
---------------------------------------------------------------------------------------------------------------------------------

Footnotes:

(a)Based on average shares outstanding.

(b)Net of expenses waived and reimbursed by the Advisor.

(c)Amount is less than $0.005.

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

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

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

                                                                             25



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

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION
The settlement agreement between the Adviser and the New York Attorney General
requires the Fund to include the following supplemental hypothetical investment
information that provides additional information calculated and presented in a
manner different from expense information found under "Fees and Expenses of the
Portfolio" in this Prospectus about the effect of the 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
the Portfolio is the same as stated under "Fees and Expenses of the Portfolio."
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 BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $   99.75    $10,400.25
   2             10,400.25      520.01    10,920.26     103.74     10,816.52
   3             10,816.52      540.83    11,357.35     107.89     11,249.45
   4             11,249.45      562.47    11,811.92     112.21     11,699.71
   5             11,699.71      584.99    12,284.70     116.70     12,167.99
   6             12,167.99      608.40    12,776.39     121.38     12,655.02
   7             12,655.02      632.75    13,287.77     126.23     13,161.53
   8             13,161.53      658.08    13,819.61     131.29     13,688.32
   9             13,688.32      684.42    14,372.74     136.54     14,236.20
   10            14,236.20      711.81    14,948.01     142.01     14,806.00
   --------------------------------------------------------------------------
   Cumulative                $6,003.76               $1,197.74

A-1



For more information about the Portfolio, the following documents are available
upon request:

.  ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS
The Portfolio's annual and semi-annual reports to Contractholders contain
additional information on the Portfolio's investments. In the annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Portfolio's performance during its last fiscal
year.

.  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Fund has an SAI, which contains more detailed information about the
Portfolio, including its operations and investment policies. The Fund's SAI and
the independent registered public accounting firm's report and financial
statements in the 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 Portfolio, 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 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



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