AB Variable Products Series Fund, Inc. -Balanced Wealth Strategy Port.



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO
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INVESTMENT OBJECTIVE
The Portfolio's investment objective is to maximize total return consistent
with the Adviser's determination of reasonable risk.

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

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

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

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Management Fees                                                             .55%
Other Expenses                                                              .10%
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Total Portfolio Operating Expenses                                          .65%
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EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

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After 1 Year                                                                $ 66
After 3 Years                                                               $208
After 5 Years                                                               $362
After 10 Years                                                              $810
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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 90% of the average value of its
portfolio.

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

The Portfolio's equity component is diversified between growth and value equity
investment styles, and between U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and value investment disciplines to produce a blended equity component.
Within each equity investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and

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non-U.S.). Accordingly, in selecting equity investments for the Portfolio, the
Adviser is able to draw on the resources and expertise of multiple growth and
value equity investment teams, which are supported by equity research analysts
specializing in growth research, and equity research analysts specializing in
value research.

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

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

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry
positions, excellent balance sheets and superior earnings growth prospects.
This discipline relies heavily upon the fundamental analysis and research of
the Adviser's large internal growth research staff, which follows over 1,500
U.S. and non-U.S. companies. The Adviser's growth analysts prepare their own
earnings estimates and financial models for each company followed. Research
emphasis is placed on identifying companies whose substantially above-average
prospective earnings growth is not fully reflected in current market
valuations. Each growth investment team constructs a portfolio that emphasizes
equity securities of a limited number of carefully selected, high-quality
companies that are judged likely to achieve superior earnings growth.

Each value investment team seeks to identify companies whose long-term earnings
power and dividend paying capability are not reflected in the current market
price of their securities. This fundamental value discipline relies heavily
upon the Adviser's large internal value research staff, which follows over
1,500 U.S. and non-U.S. companies. Teams within the value research staff cover
a given industry worldwide, to better understand each company's competitive
position in a global context. The Adviser identifies and quantifies the
critical variables that control a business's performance and analyzes the
results in order to forecast each company's long-term prospects and expected
returns. Through application of this value investment process, each value
investment team constructs a portfolio that emphasizes equity securities of a
limited number of value companies.

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

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

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

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

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

.  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the
   counterparty to a derivatives or other contract, may be unable or unwilling
   to make timely payments of interest or principal, or to otherwise honor its
   obligations. The issuer or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BAR CHART

                                    [CHART]

                             Calendar Year End (%)

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



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

BEST QUARTER WAS UP 15.07%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-14.72%, 4TH QUARTER, 2008.

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

                                                                                     SINCE
                                                                    1 YEAR 5 YEARS INCEPTION*
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Portfolio                                                           13.63%  1.32%    4.66%
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S&P 500 Stock Index
(reflects no deduction for fees, expenses, or taxes)                16.00%  1.66%    4.95%
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Barclays U.S. Aggregate Bond Index * *
(reflects no deduction for fees, expenses, or taxes)                 4.21%  5.95%    5.57%
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60% S&P 500 Stock Index/40% Barclays U.S. Aggregate Bond Index * *
(reflects no deduction for fees, expenses, or taxes)                11.31%  3.81%    5.51%
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* Since inception return is from July 1, 2004.

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

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

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

EMPLOYEE                 LENGTH OF SERVICE  TITLE
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Dokyoung Lee                Since 2008      Senior Vice President of the Adviser

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

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

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


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ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S RISKS AND ITS 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 hedging or other
risk management purposes or as part of its investment strategies. Derivatives
are financial contracts whose value depends on, or is derived from, the value
of an underlying asset, reference rate or index. The Portfolio may use
derivatives to earn income and enhance returns, to hedge or adjust the risk
profile of its investments, to replace more traditional direct investments and
to obtain exposure to otherwise inaccessible markets.

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

The Portfolio's use of derivatives may involve risks that are different from,
or possibly greater than, the risks associated with investing directly in
securities or other more traditional instruments. These risks include the risk
that the value of a derivative instrument may not correlate perfectly, or at
all, with the value of the assets, reference rates, or indices that they are
designed to track. Other risks include: the possible absence of a liquid
secondary market for a particular instrument and possible exchange-imposed
price fluctuation limits, either of which may make it difficult or impossible
to close out a position when desired; and the risk that the counterparty will
not perform its obligations. Certain derivatives may have a leverage component
and involve leverage risk. Adverse changes in the value or level of the
underlying asset, note or index can result in a loss substantially greater than
the Portfolio's investment (in some cases, the potential loss is unlimited).

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

.  FORWARD CONTRACTS. A forward contract is an agreement that obligates one
   party to buy, and the other party to sell, a specific quantity of an
   underlying commodity or other tangible asset for an agreed-upon price at a
   future date. A forward contract generally is settled by physical delivery of
   the commodity or tangible asset to an agreed-upon location (rather than
   settled by cash) or is rolled forward into a new forward contract. The
   Portfolio's investments in forward contracts may include the following:

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

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

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

 - Options on Foreign Currencies. The Portfolio may invest in options on
   foreign currencies that are privately negotiated or traded on U.S. or
   foreign exchanges for hedging purposes to protect against declines in the
   U.S. Dollar value of foreign currency denominated securities held by

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   the Portfolio and against increases in the U.S. Dollar cost of securities to
   be acquired. The purchase of an option on a foreign currency may constitute
   an effective hedge against fluctuations in exchange rates, although if rates
   move adversely, 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 indices,
   futures contracts (including on individual securities and stock indices) or
   shares of exchange-traded funds ("ETFs") at one strike price and the writing
   of a call or put option on the same individual security, stock index,
   futures contract or ETF at a higher strike price in the case of a call
   option or at a lower strike price in the case of a put option. The maximum
   profit from this strategy would result for the call options from an increase
   in the value of the individual security, stock index, futures contract or
   ETF above the higher strike price or for the put options the decline in the
   value of the individual security, stock index, futures contract or ETF below
   the lower strike price. If the price of the individual security, stock
   index, futures contract or ETF declines in the case of the call option or
   increases in the case of the put option, the Portfolio has the risk of
   losing the entire amount paid for the call or put options.

.  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 include
   the following:

 - Interest Rate Swaps, Swaptions, Caps and Floors. Interest rate swaps involve
   the exchange by the Portfolio with another party of their respective
   commitments to pay or receive interest (e.g., an exchange of floating-rate
   payments for fixed-rate payments). Unless there is a counterparty default,
   the risk of loss to the Portfolio from interest rate swap transactions is
   limited to the net amount of interest payments that the Portfolio is
   contractually obligated to make. If the counterparty to an interest rate
   transaction defaults, the Portfolio's risk of loss consists of the net
   amount of interest payments that the Portfolio contractually is entitled to
   receive.

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

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

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

 - Credit Default Swap Agreements. The "buyer" in a credit default swap
   contract is obligated to pay the "seller" a periodic stream of payments over
   the term of the contract in return for a contingent payment upon the
   occurrence of a credit event with respect to an underlying reference
   obligation. Generally, a credit event means bankruptcy, failure to pay,
   obligation acceleration or restructuring. The Portfolio may be either the
   buyer or seller in the transaction. If the Portfolio is a seller, the
   Portfolio

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   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.

.  OTHER DERIVATIVES AND STRATEGIES

 - Currency Transactions. The Portfolio may invest in non-U.S.
   Dollar-denominated securities on a currency hedged or unhedged basis. The
   Adviser may actively manage the Portfolio's currency exposures and may seek
   investment opportunities by taking long or short positions in currencies
   through the use of currency-related derivatives, including forward currency
   exchange contracts, futures and options on futures, swaps and options. The
   Adviser may enter into transactions for investment opportunities when it
   anticipates that a foreign currency will appreciate or depreciate in value
   but securities denominated in that currency are not held by the Portfolio
   and do not present attractive investment opportunities. Such transactions
   may also be used when the Adviser believes that it may be more efficient
   than a direct investment in a foreign currency-denominated security. The
   Portfolio may also conduct currency exchange contracts on a spot basis
   (i.e., for cash at the spot rate prevailing in the currency exchange market
   for buying or selling currencies).

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

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

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

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

                                                                             11




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

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

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 Portfolio intends to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act.

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

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

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

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

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

12



response to rising interest rates. In addition, prepayments of mortgages
underlying securities purchased at a premium could result in capital losses.

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

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations.
Mortgage-backed securities also include CMOs and REMIC pass-through or
participation certificates that may be issued by, among others, U.S. Government
agencies and instrumentalities as well as private lenders. CMOs and REMICs are
issued in multiple classes and the principal of and interest on the mortgage
assets may be allocated among the several classes of CMOs or REMICs in various
ways. Each class of CMOs or REMICs, often referred to as a "tranche", is issued
at a specific adjustable or fixed interest rate and must be fully retired no
later than its final distribution date. Generally, interest is paid or accrued
on all classes of CMOs or REMICs on a monthly basis.

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

A REMIC is a CMO that qualifies for special tax treatment under the Internal
Revenue Code of 1986, as amended, or the Code, and invests in certain mortgages
primarily secured by interests in real property and other permitted
investments. Investors may purchase "regular" and "residual" interest shares of
beneficial interest in REMIC trusts.

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

Structured Securities. The Portfolio may invest in securities issued in
structured financing transactions, which generally involve aggregating types of
debt assets in a pool or special purpose entity and then issuing new
securities. Types of structured financings include securities described
elsewhere in this Prospectus, such as mortgage-related and other asset-backed
securities. These investments include investments in structured securities that
represent interests in entities organized and operated solely for the purpose
of restructuring the investment characteristics of particular debt obligations.
This type of restructuring involves the deposit with or purchase by an entity,
such as a corporation or trust, of specified instruments (such as commercial
bank loans or high-yield bonds) and the issuance by that entity of one or more
classes of structured securities backed by, or representing interests in, the
underlying instruments. Because these types of structured securities typically
involve no credit enhancement, their credit risk generally will be equivalent
to that of the underlying instruments.

PREFERRED STOCK
The Portfolio may invest in preferred stock. Preferred stock is subordinated to
any debt the issuer has outstanding. Accordingly, preferred stock dividends are
not paid until all debt obligations are first met. Preferred stock may be
subject to more fluctuations in market value, due to changes in market
participants' perceptions of the issuer's ability to continue to pay dividends,
than debt of the same issuer. These investments include convertible preferred
stock, which includes an option for the holder to convert the preferred stock
into the issuer's common stock under certain conditions, among which may be the
specification of a future date when the conversion may begin, a certain number
of common shares per preferred share, or a certain price per share for the
common stock. Convertible preferred stock tends to be more volatile than
non-convertible preferred stock, because its value is related to the price of
the issuer's common stock as well as the dividends payable on the preferred
stock.

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

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.

                                                                             13




The Portfolio may enter into buy/sell back transactions, which are similar to
repurchase agreements. In this type of transaction, the Portfolio enters a
trade to buy securities at one price and simultaneously enters a trade to sell
the same securities at another price on a specified date. Similar to a
repurchase agreement, the repurchase price is higher than the sale price and
reflects current interest rates. Unlike a repurchase agreement, however, the
buy/sell back transaction is considered two separate transactions.

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

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

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

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

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

Securities registration, custody, and settlement may in some instances be
subject to delays and legal and administrative uncertainties. Foreign
investment in the securities markets of certain foreign countries is restricted
or controlled to varying degrees. These restrictions or controls may at times
limit or preclude investment in certain securities and may increase the costs
and expenses of the Portfolio. In addition, the repatriation of investment
income, capital or the proceeds of sales of securities from certain countries
is controlled under regulations, including in some cases the need for certain
advance government notification or authority, and if a deterioration occurs in
a country's balance of payments, the country could impose temporary
restrictions on foreign capital remittances.

The Portfolio also could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. Investing in local
markets may require the Portfolio to adopt special procedures or seek local
governmental approvals or other actions, any of which may involve additional
costs to the Portfolio. These factors may affect the liquidity of the
Portfolio's investments in any country and the Adviser will monitor the effect
of any such factor or factors on the Portfolio's investments. Transaction
costs, including brokerage commissions for transactions both on and off the
securities exchanges, in many foreign countries are generally higher than in
the United States.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting,
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in securities of foreign issuers than to
investors in U.S. securities. Substantially less information is publicly
available about certain non-U.S. issuers than is available about most U.S.
issuers.

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

FOREIGN (NON-U.S.) CURRENCIES
The Portfolio invests some portion of its assets in securities denominated in,
and receives revenues in, foreign currencies and will be adversely affected by
reductions in the value of

14



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

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

The market for these securities may be thinner and less active than that for
higher-rated securities, which can adversely affect the prices at which these
securities can be sold. To the extent that there is no established secondary
market for these securities, 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.

UNRATED SECURITIES
The Portfolio may invest in unrated fixed-income securities when the Adviser
believes that the financial condition of the issuers of such securities, or the
protection afforded by the terms of the securities themselves, limits the risk
to the Portfolio to a degree comparable to that of rated securities that are
consistent with the Portfolio's objective and policies.

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

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

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

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

                                                                             15



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

HOW TO BUY AND SELL SHARES
The Portfolio offers its shares through the separate accounts of the Insurers.
You may only purchase and sell shares through these separate accounts. See the
prospectus of the separate account of the participating insurance company for
information on the purchase and sale of the 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 2013, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $600,000. In 2012, ABI paid additional payments of approximately
$600,000 for the Portfolios.

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

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

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

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

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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES
The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions

16



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

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

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the
Portfolio should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolio 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 each individual Insurer's
   omnibus transaction activity in Portfolio shares in order to seek to
   ascertain whether any such activity attributable to one or more
   Contractholders might constitute excessive or short-term trading. Insurers'
   omnibus transaction activity identified by these surveillance procedures, or
   as a result of any other information actually available at the time, will be
   evaluated to determine whether such activity might indicate excessive or
   short-term trading activity attributable to one or more Contractholders.
   These surveillance procedures may be modified from time to time, as
   necessary or appropriate to improve the detection of excessive or short-term
   trading or to address specific circumstances.

.  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund, ABI or ABIS has been informed in
   writing that the terms and conditions of a particular contract may limit the
   Fund's ability

                                                                             17



  to apply its short-term trading policy to Contractholder activity as
  discussed below. As a result, any Contractholder seeking to engage through an
  Insurer in purchase or exchange activity in shares of the Portfolio under a
  particular contract will be prevented from doing so. However, sales of
  Portfolio shares back to the Portfolio or redemptions will continue to be
  permitted in accordance with the terms of the Portfolio's current prospectus.
  In the event an account is blocked, certain account-related privileges, such
  as the ability to place purchase, sale and exchange orders over the internet
  or by phone, may also be suspended. As a result, unless the Contractholder
  redeems his or her shares, the Contractholder effectively may be "locked"
  into an investment in shares of one or more of the Portfolio that the
  Contractholder did not intend to hold on a long-term basis or that may not be
  appropriate for the Contractholder's risk profile. To rectify this situation,
  a Contractholder with a "blocked" account may be forced to redeem Portfolio
  shares, which could be costly if, for example, these shares have declined in
  value. To avoid this risk, a Contractholder should carefully monitor the
  purchases, sales, and exchanges of Portfolio shares and should avoid frequent
  trading in Portfolio shares. An Insurer's omnibus account that is blocked
  will generally remain blocked unless and until the Insurer provides evidence
  or assurance acceptable to the Fund that one or more Contractholders did not
  or will not in the future engage in excessive or short-term trading.

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

HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's NAV is calculated at the close of regular trading on any day
the New York Stock Exchange (the "Exchange") is open (ordinarily, 4:00 p.m.,
Eastern Time, but sometimes earlier, as in the case of scheduled half-day
trading or unscheduled suspensions of trading). To calculate NAV, 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.

18



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

INVESTMENT ADVISER
The Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,
New York, New York 10105. The Adviser is a leading international investment
adviser managing client accounts with assets as of December 31, 2012, totaling
more than $430 billion (of which over $83 billion represented assets of
registered investment companies sponsored by the Adviser). As of December 31,
2012, the Adviser managed retirement assets for many of the largest public and
private employee benefit plans (including 16 of the nation's FORTUNE 100
companies), for public employee retirement funds in 27 states and the District
of Columbia, for investment companies, and for foundations, endowments, banks
and insurance companies worldwide. Currently, there are 33 registered
investment companies managed by the Adviser, comprising 120 separate investment
portfolios, with approximately 2.7 million retail accounts.

The Adviser provides investment advisory services and order placement
facilities for the Portfolio. For these advisory services, for the fiscal year
ended December 31, 2012, the Portfolio paid the Adviser as a percentage of
average daily net assets .55%.

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

The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from the Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of the Portfolio. The
Adviser may, from time to time, make recommendations that result in the
purchase or sale of a particular security by its other clients simultaneously
with the Portfolio. If transactions on behalf of more than one client during
the same period increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price or
quantity. It is the policy of the Adviser to allocate advisory recommendations
and the placing of orders in a manner that is deemed equitable by the Adviser
to the accounts involved, including the Portfolio. When two or more of the
clients of the Adviser (including the Portfolio) are purchasing or selling the
same security on a given day from the same broker-dealer, such transactions may
be averaged as to price.

PORTFOLIO MANAGERS
The day-to-day management of, and investment decisions for, the Portfolio are
made by the Adviser's Multi-Asset Solutions Team. The Multi-Asset Solutions
Team relies heavily on the fundamental analysis and research of the Adviser's
large internal research staff. No one person is principally responsible for
making recommendations for the Portfolio's portfolio.

The following table lists the persons within the Multi-Asset Solutions Team
with the most significant responsibility for the day-to-day management of the
Portfolio's portfolio, the length of time that each person has been jointly and
primarily responsible for the Portfolio, and each person's principal occupation
during the past five years:

                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
------------------------------------------------------------------------------------
Dokyoung Lee; since 2008; Senior Vice        Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated
                                             since prior to 2008 and Director of
                                             Research--Strategic Asset Allocation
                                             since 2008.


Seth J. Masters; since 2004; Senior Vice     Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated
                                             since prior to 2008 and Chief
                                             Investment Officer of Asset Allocation
                                             and Bernstein Global Wealth
                                             Management.


Christopher H. Nikolich; since 2004; Senior  Senior Vice President of the Adviser,
Vice President of the Adviser                with which he has been associated
                                             since prior to 2008, and Head of
                                             Research and Investment Design--
                                             Defined Contribution.


Patrick J. Rudden; since 2009; Senior Vice   Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated
                                             since prior to 2008, and Head of Blend
                                             Strategies. Prior thereto, he was Head
                                             of Institutional Investment Solutions
                                             within the Blend Team.

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

PERFORMANCE OF EQUITY AND FIXED-INCOME INVESTMENT TEAMS
Certain of the investment teams employed by the Adviser in managing the
Portfolio have experience in managing discretionary accounts of institutional
clients and/or other registered investment companies and portions thereof (the
"Equity and Fixed-Income Historical Accounts") that have substantially the same
investment objectives and policies and are managed in accordance with
essentially the same investment strategies as those applicable to the portions
of the Portfolio they manage. The Equity and Fixed-Income Historical Accounts
that are not registered investment companies or portions thereof are not
subject to certain limitations, diversification requirements and other
restrictions imposed under the 1940 Act and the Code to which the Portfolio, as
a registered investment company, is subject and which, if applicable to the
Equity and Fixed-Income Historical Accounts, may have adversely affected the
performance of the Equity and Fixed-Income Historical Accounts.

Set forth below is performance data provided by the Adviser relating to the
Equity and Fixed-Income Historical Accounts

                                                                             19



managed by investment teams that manage the Portfolio's assets. Performance
data is shown for the period during which the relevant investment team of the
Adviser managed the Equity and Fixed-Income Historical Accounts through
December 31, 2012. The aggregate assets for the Equity and Fixed-Income
Historical Accounts managed by each investment team as of December 31, 2012 are
also shown. Each of an investment team's Equity and Fixed-Income Historical
Accounts has a nearly identical composition of investment holdings and related
percentage weightings.

The performance data is net of all fees (including brokerage commissions)
charged to the Equity and Fixed-Income Historical Accounts, calculated on a
monthly basis. The data has not been adjusted to reflect any fees that will be
payable by the Portfolio, which may be higher than the fees imposed on the
Equity and Fixed-Income Historical Accounts, and will reduce the returns of the
Portfolio. The data has not been adjusted to reflect the fees imposed by
insurance company separate accounts in connection with variable products that
invest in the Portfolio. Except as noted, the performance data has also not
been adjusted for corporate or individual taxes, if any, payable by account
owners.

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

To the extent an investment team utilizes investment techniques such as futures
or options, the indices shown may not be substantially comparable to the
performance of the investment team's Equity and Fixed-Income Historical
Accounts. The indices shown are included to illustrate material economic and
market factors that existed during the time period shown. None of the indices
reflects the deduction of any fees. If an investment team were to purchase a
portfolio of securities substantially identical to the securities comprising
the relevant index, the performance of the portion of the Portfolio managed by
that investment team relative to the index would be reduced by the Portfolio's
expenses, including brokerage commissions, advisory fees, distribution fees,
custodial fees, transfer agency costs and other administrative expenses, as
well as by the impact on the Portfolio's Contractholders of income taxes.

The following performance data is provided solely to illustrate each investment
team's performance in managing the Equity and Fixed-Income Historical Accounts
as measured against certain broad-based market indices.

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

The performance of the Portfolio will be affected both by the Performance of
each investment team managing a portion of the Portfolio's assets and by the
Adviser's allocation of the Portfolio's portfolio among its various investment
teams. If some or all of the investment teams employed by the Adviser in
managing the Portfolio were to perform relatively poorly, and/or if the Adviser
were to allocate more of the Portfolio's portfolio to relatively poorly
performing investment teams, the performance of the Portfolio would suffer.
Investors should not rely on the performance data of the Equity and
Fixed-Income Historical Accounts as an indication of future performance of all
or any portion of the Portfolio.

The investment performance for the periods presented may not be indicative of
future rates of return. The performance was not calculated pursuant to the
methodology established by the Commission that will be used to calculate the
Portfolio's performance. The use of methodology different from that used to
calculate performance could result in different performance data.

20




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

NET OF FEES PERFORMANCE
For periods ended December 31, 2012, with their Aggregate Assets as of
December 31, 2012

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

*The inception date for the Russell 1000 Growth Index was December 31, 1978;
 the total returns for the US Large Cap Growth Strategy and that benchmark for
 that date through 12/31/12 were 12.41% and 10.55%, respectively.

                                                                             21



GLOSSARY
--------------------------------------------------------------------------------

FIXED-INCOME SECURITIES are investments, such as bonds or other debt securities
or preferred stocks that pay a fixed rate of return.

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

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

RUSSELL 1000(R) GROWTH INDEX measures the performance of the
large-capitalization growth segment of the U.S. equity universe. It includes
those Russell 1000(R) companies with higher price-to-book ratios and higher
forecasted growth values.

RUSSELL 1000(R) VALUE INDEX measures the performance of the
large-capitalization value segment of the U.S. equity universe. It includes
those Russell 1000(R) companies with lower price-to-book ratios and lower
expected growth values.

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

                                                                             23



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

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

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

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

(a)Based on average shares outstanding.

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

(c)Amount is less than $.005.

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

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

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

24



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

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

A settlement agreement between the Adviser and the New York Attorney General
requires the Fund to include the following supplemental hypothetical investment
information that provides additional information calculated and presented in a
manner different from expense information found under "Fees and Expenses of the
Portfolio" in this Prospectus about the effect of the Portfolio's expenses,
including investment advisory fees and other Portfolio costs, on the
Portfolio's returns over a 10-year period. The chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in
Class 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 BALANCED WEALTH STRATEGY PORTFOLIO
--------------------------------------------------------------------------------

                            HYPOTHETICAL INVESTMENT               HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS      EXPENSES    INVESTMENT
   ---------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00    $ 68.25     $10,431.75
   2             10,431.75      521.59    10,953.34      71.20      10,882.14
   3             10,882.14      544.11    11,426.25      74.27      11,351.98
   4             11,351.98      567.60    11,919.58      77.48      11,842.10
   5             11,842.10      592.10    12,434.20      80.82      12,353.38
   6             12,353.38      617.67    12,971.05      84.31      12,886.74
   7             12,886.74      644.34    13,531.08      87.95      13,443.12
   8             13,443.12      672.16    14,115.28      91.75      14,023.53
   9             14,023.53      701.18    14,724.71      95.71      14,629.00
   10            14,629.00      731.45    15,360.45      99.84      15,260.60
   ---------------------------------------------------------------------------
   Cumulative                $6,092.20                 $831.58

                                                                            A-1



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

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

.  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolio has an SAI, which contains more detailed information about the
Portfolio, including its operations and investment policies. The Portfolio's
SAI and the independent registered public accounting firm's report and
financial statements in the Portfolio's most recent annual report to
Contractholders are incorporated by reference into (and are legally part of)
this Prospectus.

You may request a free copy of the current annual/semi-annual report or the
SAI, or make inquiries concerning the Portfolio, by contacting your broker or
other financial intermediary, or by contacting the Adviser:

BY MAIL:   AllianceBernstein Investor Services, Inc.
           P.O. Box 786003
           San Antonio, TX 78278-6003

BY PHONE:  For Information: (800) 221-5672
           For Literature: (800) 227-4618

Or you may view or obtain these documents from the Securities and Exchange
Commission ("Commission"):

.  Call the Commission at 1-202-551-8090 for information on the operation of
   the Public Reference Room.

.  Reports and other information about the Fund are available on the EDGAR
   Database on the Commission's Internet site at http://www.sec.gov.

.  Copies of the information may be obtained, after paying a duplicating fee,
   by electronic request at publicinfo@sec.gov, or by writing to the
   Commission's Public Reference Section, Washington, DC 20549-1520.

You also may find these documents and more information about the Adviser and
the Portfolios on the Internet at: www.alliancebernstein.com.

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

SEC File No. 811-05398



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