AB Variable Products Series Fund, Inc. - Dynamic Asset Allocation Port



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS DYNAMIC ASSET ALLOCATION 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                                                             .70%
Other Expenses                                                             1.83%
Acquired Fund Fees and Expenses                                             .03%
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Total Portfolio Operating Expenses Before Fee Waiver and Expense
 Reimbursement                                                             2.56%
Fee Waiver and Expense Reimbursement(a)                                  (1.68)%
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Total Portfolio Operating Expenses After Fee Waiver and Expense
 Reimbursement                                                              .88%
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(a)The Adviser has agreed to waive its management fees and to bear expenses of
   the Portfolio through May 1, 2013, to the extent necessary to prevent total
   Portfolio operating expenses, on an annualized basis, from exceeding .85%,
   excluding any acquired fund fees and expenses. The fees waived and expenses
   borne by the Adviser from April 1, 2011 through April 1, 2012 may be
   reimbursed by the Portfolio until April 1, 2014. No reimbursement payment
   will be made that would cause the Portfolio's total annualized operating
   expenses to exceed the net expenses reflected in the table or cause the
   total of the payments to exceed the Portfolio's total initial offering
   expenses.

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

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After 1 Year                                                              $   90
After 3 Years                                                             $  636
After 5 Years                                                             $1,209
After 10 Years                                                            $2,769
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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 68% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests in a globally diversified portfolio of equity and debt
securities and other financial instruments, and expects to enter into
derivatives transactions, such as options, futures, forwards, or swaps to
achieve market exposure. The Portfolio's neutral weighting, from which it will
make its tactical asset allocations, is 60% equity exposure and 40% debt
exposure. Within these broad components, the Portfolio may invest in any type
of security, including common and preferred stock, warrants and convertible

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securities, government and corporate fixed-income securities, commodities,
currencies, real estate-related securities and inflation-protected securities.
The Portfolio may invest in U.S., non-U.S. and emerging market issuers. The
Portfolio may invest in securities of companies across the capitalization
spectrum, including smaller capitalization companies. The Portfolio expects its
investments in fixed-income securities to have a broad range of maturities and
quality levels. The Portfolio is expected to be highly diversified across
industries, sectors and countries, and will choose its positions from several
market indices worldwide in a manner that is intended to track the performance
(before fees and expenses) of those indices.

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

The Portfolio expects to utilize derivatives, such as futures, forwards and
swaps, and to invest in exchange-traded funds ("ETFs") to a significant extent.
Derivatives and ETFs may provide more efficient and economical exposure to
market segments than direct investments, and may also be a quicker and more
efficient way to alter the Portfolio's exposure than buying and selling direct
investments. As a result, the Adviser expects to use derivatives and ETFs as
the primary tool for adjusting the Portfolio's expense levels from its neutral
weighting. In determining when and to what extent to enter into derivative
transactions or to invest in ETFs, the Adviser will consider factors such as
the relative risks and returns expected of potential investments and the cost
of such transactions. Derivatives may also be used for hedging purposes,
including to hedge against interest rate, credit and currency fluctuations. The
Adviser will consider the impact of derivatives in making its assessment of the
Portfolio's risks.

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

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

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

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

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

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

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

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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.

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

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

.  LIQUIDITY RISK: Liquidity risk exists when a particular instrument is
   difficult to purchase or sell. If a derivative transaction is particularly
   large or if the relevant market is illiquid (as is the case with many
   privately negotiated derivatives), it may not be possible to initiate a
   transaction or liquidate a position at an advantageous price.

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

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

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

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

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

BAR CHART AND PERFORMANCE INFORMATION
No performance information is provided for the Portfolio because it has not
been in operation for a full calendar year.

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

Seth J. Masters     Since 2011      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 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 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 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
   "Other Derivatives and Strategies--Currency Transactions".

.  OPTIONS. An option is a standarized, exchange-traded 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 "Other Derivatives and Strategies--Currency Transactions".

 - Options on Securities. The Portfolio may purchase or write a put or call
   option on securities. 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.

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

 - 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
   "Other Derivatives and Strategies--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.

 - Inflation (CPI) Swaps. Inflation swap agreements are contracts in which one
   party agrees to pay the cumulative percentage increase in a price index (the
   Consumer Price Index with respect to CPI swaps) over the term of the

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   swap (with some lag on the inflation index), and the other pays a compounded
   fixed rate. Inflation swap agreements may be used to protect the NAV of the
   Portfolio against an unexpected change in the rate of inflation measured by
   an inflation index since the value of these agreements is expected to
   increase if unexpected inflation increases.

 - Interest Rate Swaps, Swaptions, Caps and Floors. Interest rate swaps involve
   the exchange by the Portfolio with another party of payments calculated by
   reference to specified interest rates (e.g., an exchange of floating rate
   payments for fixed-rate payments). Unless there is a counterparty default,
   the risk of loss to the Portfolio from interest rate swap transactions is
   limited to the net amount of interest payments that the Portfolio is
   contractually obligated to make. If the counterparty to an interest rate
   swap 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.

   There is no limit on the amount of interest rate transactions that may be
   entered into by the Portfolio. The value of these transactions will
   fluctuate based on changes in interest rates. Interest rate swap, swaption,
   cap and floor transactions may, for example, be used to preserve a return or
   spread on a particular investment or a portion of the Portfolio's portfolio
   or to protect against an increase in the price of securities the Portfolio
   anticipates purchasing at a later date.

.  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).

 - Commodity-Linked Derivative Instruments. The Portfolio may invest in
   commodity-linked derivative instruments, including swap agreements,
   commodity options futures and options on futures. The value of a
   commodity-linked derivative instrument generally is based upon the price
   movements of a physical commodity, such as energy, mineral, or agricultural
   product, a commodity futures contract, a subset of commodities, a subset of
   commodity futures contracts or commodity index, or other economic variable
   based on changes in the value of commodities or the commodities markets.

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 yields that are generally higher 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 price of the underlying common stock. Convertible debt securities
that are rated Baa or lower by Moody's or BBB or lower by S&P or Fitch and
comparable unrated securities as determined by the Adviser may share some or
all of the risks of non-convertible debt securities with those ratings.

DEPOSITARY RECEIPTS
The Portfolio may invest in depositary receipts. American Depositary Receipts,
or ADRs, are depositary receipts typically issued by a U.S. bank or trust
company that evidence ownership of underlying securities issued by a foreign
corporation. Global Depositary Receipts, or GDRs, European Depositary Receipts,
or EDRs, and other types of depositary receipts are typically issued by
non-U.S. banks or trust companies and evidence ownership of underlying
securities issued by either a U.S. or a non-U.S. company. Depositary receipts
may not necessarily be denominated in the same currency as the underlying
securities into which they may be converted. In addition, the issuers of the
stock underlying unsponsored depositary receipts are not obligated to disclose
material information in the United States. Generally, depositary receipts in
registered form

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are designed for use in the U.S. securities markets, and depositary receipts in
bearer form are designed for use in securities markets outside of the United
States. For purposes of determining the country of issuance, investments in
depositary receipts of either type are deemed to be investments in the
underlying securities.

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).

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
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 or certain commercial paper) may
be treated as liquid, although they may be less liquid than registered
securities traded on established secondary markets.

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

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

Treasury Inflation-Protected Securities, or TIPS, which are issued by the U.S.
Treasury, use the Consumer Price Index for Urban Consumers, or the CPI, as the
inflation measure. The principal of a TIPS increases with inflation and
decreases with deflation, as measured by the CPI. When a TIPS matures, the
holder is paid the adjusted principal or original principal, whichever is
greater. TIPS pay interest twice a year, at a fixed rate, which is determined
by auction at the time the TIPS are issued. The rate is applied to the adjusted
principal; so, like the principal, interest payments rise with inflation and
fall with deflation. TIPS are issued in terms of 5, 10, and 30 years.

INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES
The Portfolio may invest in shares of ETFs (in certain cases, significantly)
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 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

                                                                             11



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-RELATED AND OTHER ASSET-BACKED SECURITIES
The Portfolio may invest in mortgage-related or other asset-backed securities.
Mortgage-related securities include mortgage pass-through securities,
collateralized mortgage obligations ("CMOs"), commercial mortgage-backed
securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed
securities ("SMBS") and other securities that directly or indirectly represent
a participation in or are secured by and payable from mortgage loans on real
property. These securities may be issued or guaranteed by the U.S. Government
or one of its sponsored entities or may be issued by private organizations.

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

One type of SMBS has one class receiving all of the interest from the mortgage
assets (the interest-only, or "IO" class), while the other class will receive
all of the principal (the principal-only, or "PO" class). The yield to maturity
on an IO class is extremely sensitive to the rate of principal payments
(including prepayments) on the underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the Portfolio's yield
to maturity from these securities.

The Portfolio may invest in collateralized debt obligations ("CDOs"), which
include collateralized bond obligations ("CBOs"), collateralized loan
obligations ("CLOs"), and other similarly structured securities. CBOs and CLOs
are types of asset-backed securities. A CBO is a trust that is backed by a
diversified pool of high-risk, below investment grade fixed-income securities.
A CLO is a trust typically collateralized by a pool of loans, which may
include, among others, domestic and foreign senior secured loans, senior
unsecured loans, and subordinate corporate loans, including loans that may be
rated below investment grade or equivalent unrated loans.

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 purpose
corporations, various types of assets, including automobile loans and leases,
credit card receivables, home equity loans, equipment leases and trade
receivables, are being securitized in structures similar to the structures used
in mortgage securitizations.

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

12




REAL ESTATE INVESTMENT TRUSTS
REITs are pooled investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling properties that have
appreciated in value. Mortgage REITs invest the majority of their assets in
real estate mortgages and derive income from the collection of 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 United States Internal Revenue Code of 1986, as amended.
The Portfolio will indirectly bear its proportionate share of expenses incurred
by REITs in which the Portfolio invests in addition to the expenses incurred
directly by the Portfolio.

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
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.
Repurchase agreements maturing in more than seven days are treated as illiquid
securities.

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.

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

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

BORROWING AND LEVERAGE
The Portfolio may use borrowings for investment purposes subject to the
applicable statutory or regulatory requirements. Borrowings by the Portfolio
result in leveraging of the Portfolio's shares. The Portfolio may also use
leverage transactions for investment purposes, subject to the applicable
statutory or regulatory requirements, by entering into derivative transactions.

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

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

                                                                             13



trading volume concentrated in a limited number of companies representing a
small number of industries. If the Portfolio invests in securities of foreign
issuers, it 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 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.

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

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

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

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

14



opportunities, hold a portion of its assets in cash pending investment, or be
delayed in disposing of a portfolio security. Such a delay could result in
possible liability to a purchaser of the security.

FOREIGN (NON-U.S.) CURRENCIES
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.

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

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

REAL ESTATE INVESTMENTS
Although the Portfolio does not invest directly in real estate, it invests 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 such investments are
concentrated geographically, by property type or in certain other respects, the
Portfolio may be subject to certain of the foregoing risks to a greater extent.
These risks may be greater for investments in non-U.S. real estate companies.

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

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

NON-U.S. FIXED-INCOME SECURITIES
To the extent that the Portfolio invests in non-U.S. fixed-income securities,
the Portfolio is subject to increased credit risk because of the difficulties
of requiring non-U.S. entities, including issuers of sovereign debt, to honor
their contractual commitments, and because a number of non-U.S. governments and
other issuers are already in default. In certain countries, legal remedies
available to investors may be more limited than those available with respect to
investments in the U.S. As a result, the Portfolio may be unable to obtain or
enforce judgments against non-U.S. entities.

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.

                                                                             15



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".

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:

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

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform recordkeeping and administrative services in connection with the
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
  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.

                                                                             17




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 a
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 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.

18




.  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
   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.

                                                                             19



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, the Portfolio paid
the Adviser, net of fee waiver, .00%.

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 Dynamic Asset Allocation Team. No one person is
principally responsible for making recommendations for the Portfolio's
portfolio. The following table lists the persons with the responsibility for
day-to-day management of the Portfolio's portfolio, the length of time that
each person has been jointly and primarily responsible for the Portfolio, and
each person's principal occupation during the past five years:

                                                PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS
-----------------------------------------------------------------------------------
Daniel J. Loewy; since 2011; Senior Vice  Senior Vice President of the Adviser
President of the Adviser                  with which he has been associated
                                          since prior to 2007; Co-Chief
                                          Investment Officer and Director of
                                          Research of Dynamic Asset Allocation
                                          Strategies within the Blend Strategies
                                          team.

Seth J. Masters; since 2011; Senior Vice  Senior Vice President of the Adviser
President of the Adviser                  with which he has been associated in a
                                          similar capacity to his current position
                                          since prior to 2007 and Chief
                                          Investment Officer of Asset Allocation
                                          and Bernstein Global Wealth
                                          Management.

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

20



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

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the period since the Portfolio's
inception. 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 return 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 DYNAMIC ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------
                                                                                           APRIL 1,
                                                                                          2011(a) TO
                                                                                         DECEMBER 31,
                                                                                             2011
-----------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                                        $10.00
                                                                                            ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)(c)                                                                    .03
Net realized and unrealized gain (loss) on investment and foreign currency transactions       (.28)
                                                                                            ------
Net increase (decrease) in net asset value from operations                                    (.25)
                                                                                            ------
Net asset value, end of period                                                              $ 9.75
                                                                                            ======
TOTAL RETURN
Total investment return based on net asset value(d)                                          (2.50)%

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

(a)Commencement of operations.

(b)Based on average shares outstanding.

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

(d)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.

(e)Annualized.

22



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

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

The settlement agreement between the Adviser and the New York Attorney General
requires the Portfolio 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 the Summary Information at the beginning of 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 A shares of the Portfolio
assuming a 5% return each year. Except as otherwise indicated, the chart also
assumes that the current annual expense ratio stays the same throughout the
10-year period. The current annual expense ratio for 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 DYNAMIC ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS    EXPENSES*    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $   92.40    $10,407.60
   2             10,407.60      520.38    10,927.98     279.76     10,648.22
   3             10,648.22      532.41    11,180.63     286.22     10,894.41
   4             10,894.41      544.72    11,439.13     292.84     11,146.29
   5             11,146.29      557.31    11,703.60     299.61     11,403.99
   6             11,403.99      570.20    11,974.19     306.54     11,667.65
   7             11,667.65      583.38    12,251.03     313.63     11,937.41
   8             11,937.41      596.87    12,534.28     320.88     12,213.40
   9             12,213.40      610.67    12,824.07     328.30     12,495.77
   10            12,495.77      624.79    13,120.56     335.89     12,784.68
   --------------------------------------------------------------------------
   Cumulative                $5,640.73               $2,856.07

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

                                                                            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

ON THE INTERNET:  www.AllianceBernstein.com

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 Portfolio on the Internet at: www.alliancebernstein.com.

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

SEC File No. 811-05398
                                    [GRAPHIC]