AB Variable Products Series Fund, Inc. - Real Estate Investment Port.



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
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INVESTMENT OBJECTIVE
The Portfolio's investment objective is total return from long-term growth of
capital and income.

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

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

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

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Management Fees                                                            .55%
Distribution (12b-1) Fees                                                  .25%
Other Expenses                                                             .33%
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Total Portfolio Operating Expenses                                        1.13%
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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 and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

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After 1 Year                                                             $  115
After 3 Years                                                            $  359
After 5 Years                                                            $  622
After 10 Years                                                           $1,375
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PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 114% of the average value of its
portfolio.

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

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

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The Portfolio may invest in mortgage-backed securities, which are securities
that directly or indirectly represent participations in, or are collateralized
by and payable from, mortgage loans secured by real property. These securities
include mortgage pass-through certificates, real estate mortgage investment
conduit certificates, or REMICs, and collateralized mortgage obligations, or
CMOs. The Portfolio may also invest in short-term investment grade debt
securities and other fixed-income securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BAR CHART

                                   [CHART]

                             Calendar Year End (%)

  02      03      04      05      06      07       08       09      10      11
------  ------  ------  ------  ------  -------  -------  ------  ------  ------
 2.31%  39.02%  35.28%  11.40%  34.88%  -14.76%  -35.82%  29.22%  26.05%   8.75%



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

BEST QUARTER WAS UP 32.54%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-36.87%, 4TH QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2011)

                                                      1 YEAR 5 YEARS 10 YEARS
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Portfolio                                             8.75%  -0.63%   10.85%
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FTSE NAREIT Equity REIT Index
(reflects no deduction for fees, expenses, or taxes)  8.28%  -1.42%   10.20%
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INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

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

EMPLOYEE        LENGTH OF SERVICE  TITLE
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Eric J. Franco  Since March 2012   Senior Vice President of the Adviser

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     .   PURCHASE AND SALE OF PORTFOLIO SHARES

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

     .   TAX INFORMATION

The Portfolio may pay income dividends or make capital gains distributions. The
income and capital gains distributions are expected to be made in shares of the
Portfolio. See the prospectus of the separate account of the participating
insurance company for federal income tax information.

     .   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES

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

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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 Portfolio'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 its
investments, to replace more traditional direct investments and to obtain
exposure to otherwise inaccessible markets.

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

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 an agreement that obligates one
   party to buy, and the other party to sell, a specific quantity of an
   underlying commodity or other tangible asset for an agreed-upon price at a
   future date. A forward contract generally is settled by physical delivery of
   the commodity or tangible asset to an agreed-upon location (rather than
   settled by cash) or is rolled forward into a new forward contract. The
   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 "Other
   Derivatives and Strategies--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 a
   standardized, exchange-traded agreement that obligates the buyer to buy and
   the seller to sell a specified quantity of an underlying asset (or settle
   for cash the value of a contract based on an underlying asset, rate or
   index) at a specific price on the contract maturity date. Options on futures
   contracts are options that call for the delivery of futures contracts upon
   exercise. 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 "Other Derivatives and
   Strategies--Currency Transactions".

.  OPTIONS. An option is an agreement that, for a premium payment or fee, gives
   the option holder (the buyer) the right but not the obligation to buy (a
   "call option") or sell (a "put option") the underlying asset (or settle for
   cash an amount based on an underlying asset, rate or index) at a specified
   price (the exercise price) during a period of time or on a specified date.
   Investments in options are considered speculative. 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

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   of securities to be acquired. The purchase of an option on a foreign
   currency may constitute an effective hedge against fluctuations in exchange
   rates, although if rates move adversely, 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".

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

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

 - Credit Default Swap Agreements. The "buyer" in a credit default swap
   contract is obligated to pay the "seller" a periodic stream of payments over
   the term of the contract in return for a contingent payment upon the
   occurrence of a credit event with respect to an underlying reference
   obligation. Generally, a credit event means bankruptcy, failure to pay,
   obligation acceleration or restructuring. 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 ten years, provided that
   no credit event occurs. If a credit event occurs, the Portfolio typically
   must pay the contingent payment to the buyer, which will be either (i) the
   "par value" (face amount) of the reference obligation, in which case the
   Portfolio will receive the reference obligation in return or (ii) an amount
   equal to the difference between the par value and the current market value
   of the reference obligation. The periodic payments previously received by
   the Portfolio, coupled with the value of any reference obligation received,
   may be less than the amount it pays to the buyer, resulting in a loss to the
   Portfolio. If 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.

.  OTHER DERIVATIVES AND STRATEGIES

 - Currency Transactions. The Portfolio may invest in non-U.S. Dollar
   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).

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

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   value of that security, but are generally exercisable over a longer term
   than typical options. These types of instruments may be American style,
   which means that they can be exercised at any time on or before the
   expiration date of the international warrant, or European style, which means
   that they may be exercised only on the expiration date.

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

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

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 the 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 Securities and Exchange Commission (the "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

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

INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES
The Portfolio may invest in shares of ETFs, subject to the restrictions and
limitations of the Investment Company Act of 1940, as amended (the "1940 Act")
or any applicable rules, exemptive orders or regulatory guidance. ETFs are
pooled investment vehicles, which may be managed or unmanaged, that generally
seek to track the performance of a specific index. The ETFs in which the
Portfolio invests will not be able to replicate exactly the performance of the
indices they track because the total return generated by the securities will be
reduced by transaction costs incurred in buying and selling the ETFs. In
addition, the ETFs in which the Portfolio invests will incur expenses not
incurred by their applicable indices, expenses that will be indirectly borne by
the Portfolio. Certain securities comprising the indices tracked by the ETFs
may, from time to time, temporarily be unavailable, which may further impede
the ability of the ETFs to track their indices. The market value of an ETF's
shares may differ from their net asset value, or NAV. This difference in price
may be due to the fact that the supply and demand in the market for ETF shares
at any point in time is not always identical to the supply and demand in the
market for the underlying basket of securities. Accordingly, there may be times
when an ETF's shares trade at a discount or premium to its NAV.

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

LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, the Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions
("borrowers") to the extent permitted under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be amended
from time to time) or by guidance regarding, interpretations of or exemptive
orders under the 1940 Act. Under the Portfolio's securities lending program,
all securities loans will be secured continually by cash collateral. The loans
will be made only to borrowers deemed by the Adviser to be creditworthy, and
when, in the judgment of the Adviser, the consideration that can be earned
currently from securities loans justifies the attendant risk. The Portfolio
will be compensated for the loan from a portion of the net return from the
interest earned on cash collateral after a rebate paid to the borrower (in some
cases this rebate may be a "negative rebate", or fee paid by the borrower to
the Portfolio in connection with the loan) and payments for fees of the
securities lending agent and for certain other administrative expenses.

The Portfolio will have the right to call a loan and obtain the securities
loaned at any time on notice to the borrower within the normal and customary
settlement time for the securities. While the securities are on loan, the
borrower is obligated to pay the Portfolio amounts equal to any income or other
distributions from the securities. The Portfolio will not have the right to
vote any securities during the existence of a loan, but will have the right to
regain ownership of loaned securities in order to exercise voting or other
ownership rights. When the Portfolio lends securities, its investment
performance will continue to reflect changes in the value of the securities
loaned.

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

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

MORTGAGE-BACKED SECURITIES
Mortgage-backed securities may be issued by the U.S. Government or one of its
sponsored entities or may be issued by private organizations. Interest and
principal payments (including prepayments) on the mortgages underlying
mortgage-backed securities are passed through to the holders of the securities.
As a result of the pass-through of prepayments of principal on the underlying
securities, mortgage-backed securities are often subject to more rapid
prepayment of principal than their stated maturity would indicate. Prepayments
occur when the mortgagor on a mortgage prepays the remaining principal before
the mortgage's scheduled maturity date. Because the prepayment characteristics
of the underlying mortgages vary, it is impossible to predict accurately the
realized yield or average life of a particular issue of pass-through
certificates. Prepayments are important because of their effect on the yield
and price of the mortgage-backed securities. During periods of declining
interest rates, prepayments can be expected to accelerate and a portfolio that
invests in these securities would be required to reinvest the proceeds at the
lower interest rates then available. Conversely, during periods of rising
interest rates, a reduction in prepayments may increase the effective maturity
of the securities, subjecting them to a greater risk of decline in market value
in response to rising interest rates. In

                                                                             11



addition, prepayments of mortgages underlying securities purchased at a premium
could result in capital losses.

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

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

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

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

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

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.

REAL ESTATE INVESTMENTS
Although the Portfolio does not invest directly in real estate, it invests
primarily in securities of real estate companies. Therefore, an investment in
the Portfolio is subject to certain risks associated with the direct ownership
of real estate and with the real estate industry in general. These risks
include, among others: possible declines in the value of real estate; risks
related to general and local economic conditions, including increases in the
rate of inflation; possible lack of availability of mortgage funds;
overbuilding; extended vacancies of properties; increases in competition,
property taxes and operating expenses; changes in zoning laws; costs resulting
from the clean-up of, and liability to third parties for damages resulting
from, environmental problems, casualty or condemnation losses; uninsured
damages from floods, earthquakes or other natural disasters; limitations on and
variations in rents; and changes in interest rates. To the extent that assets
underlying the Portfolio's investments are concentrated geographically, by
property type or in certain other respects, the Portfolio may be subject to
certain of the foregoing risk to a greater extent. These risks may be greater
for investments in non-U.S. real estate companies.

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

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

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
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 transactions are transacted
under one agreement. The resale price is greater than the purchase price,
reflecting an agreed-upon interest rate for the period the buyer's money is
invested in the security. Such agreements permit 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.

12




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.

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

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

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

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

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

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

                                                                             13



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

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability, revolutions, wars or
diplomatic developments could affect adversely the economy of a foreign
country. In the event of nationalization, expropriation, or other confiscation,
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
non U.S. 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.

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 VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund") 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.

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

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

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 Insurers' 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 Insurers'
customers ("Contractholders") who have purchased contracts from the Insurers,
in each case, in accordance with the terms and conditions of the relevant
contract. Omnibus account arrangements maintained by the Insurers are discussed
below under "Policy Regarding Short-Term Trading".

DISTRIBUTION ARRANGEMENTS
The Portfolio has adopted a plan under Commission Rule 12b-1 that allows the
Portfolios to pay asset-based sales charges or distribution and/or service fees
for the distribution and sale of their shares. The amount of this fee for the
Class B shares of the Portfolios is .25% of the aggregate average daily net
assets. Because these fees are paid out of the Portfolios' assets on an ongoing
basis, over time these fees will increase the costs of your investment and may
cost you more than paying other types of sales charges.

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.

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 ABI and/or
  the Adviser in several ways from various sources, which include some or all
  of the following:

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

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

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform recordkeeping and administrative services in connection with the
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 2012, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $500,000. In 2011, ABI paid additional payments of approximately
$500,000 for the Portfolios.

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

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

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

  AIG SunAmerica
  Genworth Financial
  Great West Life & Annuity Company
  Lincoln Financial Distributors
  Merrill Lynch
  Metlife Investors Group Inc.
  Morgan Stanley Smith Barney
  Ohio National
  Pacific Life Insurance Co.
  Principal Financial Group
  Prudential Financial

                                                                             15



  RiverSource Distributors
  SunLife Financial
  The Hartford
  Transamerica Financial

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 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 or to identify Contractholders
engaged in such practices, particularly with respect to transactions in omnibus
accounts. Contractholders should be aware that application of these policies
may have adverse consequences, as described below, and should avoid frequent
trading in Portfolio shares through purchases, sales and exchanges of shares.
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 and cause the
Portfolio to sell portfolio securities at inopportune times to raise cash to
accommodate redemptions relating to short-term trading activity. 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. In addition, the Portfolio
may incur increased administrative and other expenses due to excessive or
short-term trading and increased brokerage costs.

Investments in securities of foreign issuers may be particularly susceptible to
short-term trading strategies. This is because securities of foreign issuers
are typically traded on markets that close well before the time the Portfolio
calculates its NAV at 4:00 p.m., Eastern Time, which gives rise to the
possibility that developments may have occurred in the interim that would
affect the value of these securities. The time zone differences among
international stock markets can allow a Contractholder engaging in a short-term
trading strategy to exploit differences in share prices that are based on
closing prices of securities of foreign issuers established some time before
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 securities of foreign issuers to
reflect what is believed to be fair value of those securities at the time the
Portfolio calculates its NAV. While there is no assurance, 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 the
Portfolio irrespective of its investments in securities of foreign issuers. 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"). The
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 seeks to prevent such practices to the extent they are
detected by the procedures described below, subject to the Fund's ability to
monitor purchase, sale and exchange activity. Insurers utilizing omnibus
account arrangements may not identify to the Fund, ABI or AllianceBernstein
Investor Services, Inc. ("ABIS") Contractholders' transaction activity relating
to shares of 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 Portfolio, through its agents, ABI
   and ABIS, maintains surveillance procedures to detect excessive or
   short-term trading in Portfolio shares. This surveillance process involves
   several factors, which include scrutinizing individual Insurer's omnibus
   transaction activity in Portfolio shares in order to seek to ascertain
   whether any such activity attributable to one or more Contractholders might
   constitute excessive or short-term trading. Insurers' omnibus transaction
   activity identified by these surveillance procedures, or as a result of any
   other

16



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

.  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund, ABI or ABIS has been informed in
   writing that the terms and conditions of a particular contract may limit the
   Fund's ability to apply its short-term trading policy to Contractholder
   activity as discussed below. As a result, any Contractholder seeking to
   engage through an Insurer in purchase or exchange activity in shares of 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 should avoid frequent trading in Portfolio shares.
   An Insurer's omnibus account that is blocked will generally remain blocked
   unless and until the Insurer provides evidence or assurance acceptable to
   the Fund that one or more Contractholders did not or will not in the future
   engage in excessive or short-term trading.

.  APPLICATIONS OF SURVEILLANCE PROCEDURES AND RESTRICTIONS TO OMNIBUS
   ACCOUNTS. The 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
   accounts 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 New
York Stock Exchange (the "Exchange") (ordinarily, 4:00 p.m., Eastern Time),
only on days when the Exchange is open for business. To calculate NAV, 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 its 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. More
information about the valuation of the Portfolio's assets is available in the
Portfolio's SAI.

                                                                             17



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, 2011, totaling
more than $406 billion (of which over $80 billion represented assets of
registered investment companies sponsored by the Adviser). As of December 31,
2011, the Adviser managed retirement assets for many of the largest public and
private employee benefit plans (including 24 of the nation's FORTUNE 100
companies), for public employee retirement funds in 32 states, for investment
companies, and for foundations, endowments, banks and insurance companies
worldwide. Currently, there are 33 registered investment companies managed by
the Adviser, comprising 120 separate investment portfolios, with approximately
2.9 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, 2011, 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 semi-annual
report to shareholders.

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 REIT Senior Investment Management Team. The REIT Senior
Investment Management Team relies heavily on the fundamental analysis and
research of the Adviser's large internal research staff. While the members of
the team work jointly to determine the investment strategy, including security
selection, for the Portfolio, Mr. Eric J. Franco is primarily responsible for
the day-to-day management of the Portfolio's portfolio (since March 2012). Mr.
Franco is a Senior Vice President of the Adviser, with which he has been
associated in a substantially similar capacity to his current position since
prior to 2007.

Additional information about the portfolio manager may be found in the
Portfolio's SAI.

18



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

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years. 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 VPS REAL ESTATE INVESTMENT PORTFOLIO
--------------------------------------------------------------------------------
                                                                         2011       2010       2009     2008      2007
-------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $ 12.05   $  9.67     $  7.86  $ 16.20   $ 22.80
                                                                       -------   -------     -------  -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                   .08       .20         .20      .22       .16
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    1.02      2.31        1.97    (4.37)    (2.90)
                                                                       -------   -------     -------  -------   -------
Net increase (decrease) in net asset value from operations                1.10      2.51        2.17    (4.15)    (2.74)
                                                                       -------   -------     -------  -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.15)     (.13)       (.20)    (.20)     (.25)
Distributions from net realized gain on investment transactions          (1.39)      -0-        (.16)   (3.99)    (3.61)
                                                                       -------   -------     -------  -------   -------
Total dividends and distributions                                        (1.54)     (.13)       (.36)   (4.19)    (3.86)
                                                                       -------   -------     -------  -------   -------
Net asset value, end of period                                         $ 11.61   $ 12.05     $  9.67  $  7.86   $ 16.20
                                                                       =======   =======     =======  =======   =======
TOTAL RETURN
Total investment return based on net asset value(b)                       8.75%*   26.05%      29.22%  (35.82)%  (14.76)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $13,536   $14,479     $12,517  $11,104   $22,281
Ratio to average net assets of:
 Expenses                                                                 1.13%     1.13%(c)    1.53%    1.26%     1.10%
 Net investment income                                                     .64%     1.89%(c)    2.67%    1.83%      .80%
Portfolio turnover rate                                                    114%      132%         94%      46%       51%
-------------------------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.

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

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

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

                                                                             21



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

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $  118.65    $10,381.35
   2             10,381.35      519.07    10,900.42     123.17     10,777.24
   3             10,777.24      538.86    11,316.10     127.87     11,188.23
   4             11,188.23      559.41    11,747.64     132.75     11,614.90
   5             11,614.90      580.74    12,195.64     137.81     12,057.83
   6             12,057.83      602.89    12,660.72     143.07     12,517.66
   7             12,517.66      625.88    13,143.54     148.52     12,995.02
   8             12,995.02      649.75    13,644.77     154.19     13,490.58
   9             13,490.58      674.53    14,165.11     160.07     14,005.04
   10            14,005.04      700.25    14,705.30     166.17     14,539.13
   --------------------------------------------------------------------------
   Cumulative                $5,951.38               $1,412.27

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 Portfolio has an SAI, which contains more detailed information about the
Portfolio, including its operations and investment policies. The Portfolio'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 these documents and more information about the Adviser and
the Portfolios on the Internet at: www.AllianceBernstein.com.

AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.

SEC File No. 811-05398

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