AB Variable Products Series Fund, Inc. - Intermediate Bond Portfolio



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO
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INVESTMENT OBJECTIVE
The Portfolio's investment objective is to generate income and price
appreciation without assuming what the Adviser considers undue risk.

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

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

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

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Management Fees                                                             .45%
Distribution (12b-1) Fees                                                   .25%
Other Expenses                                                              .32%
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Total Portfolio Operating Expenses                                         1.02%
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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                                                             $  104
After 3 Years                                                            $  325
After 5 Years                                                            $  563
After 10 Years                                                           $1,248
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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 217% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests, under normal circumstances, at least 80% of its net
assets in fixed-income securities. The Portfolio expects to invest in readily
marketable fixed-income securities with a range of maturities from short- to
long-term and relatively attractive yields that do not involve undue risk of
loss of capital. The Portfolio expects to invest in fixed-income securities
with a dollar-weighted average maturity of between three to ten years and an
average duration of three to six years. The Portfolio may invest up to 25% of
its net assets in below investment grade bonds (commonly known as "junk
bonds"). The Portfolio may use leverage for investment purposes.

The Portfolio may invest without limit in U.S. Dollar-denominated foreign
fixed-income securities and may invest up to 25% of its assets in
non-U.S. Dollar-denominated foreign fixed-income securities. These investments
may include, in each case, developed and emerging market debt securities.

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

The Portfolio may invest in mortgage-related and other asset-backed securities,
loan participations, inflation-indexed securities, structured securities,
variable, floating and inverse floating-rate instruments, and preferred stock,
and may use other investment techniques. The Portfolio intends, among other
things, to enter into transactions such as reverse repurchase agreements and
dollar rolls. The Portfolio may enter into, without limit, derivatives
transactions, such as options, futures, forwards and swaps.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BAR CHART

                                    [CHART]

                             Calendar Year End (%)

   04      05      06      07      08      09      10      11      12      13
 ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  3.52%   1.75%   3.59%   4.60%  -6.59%  18.20%   8.93%   6.38%   5.79%  -2.34%





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

BEST QUARTER WAS UP 7.97%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN
-4.26%, 3RD QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2013)

                                                      1 YEAR 5 YEARS 10 YEARS
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Portfolio                                             -2.34%  7.19%   4.20%
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Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)  -2.02%  4.44%   4.55%
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INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

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

EMPLOYEE            LENGTH OF SERVICE  TITLE
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Paul J. DeNoon         Since 2009      Senior Vice President of the Adviser

Shawn E. Keegan        Since 2007      Vice President of the Adviser

Alison M. Martier      Since 2005      Senior Vice President of the Adviser

Douglas J. Peebles     Since 2007      Senior Vice President of the Adviser

Greg J. Wilensky       Since 2005      Senior Vice President of the Adviser

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

DERIVATIVES
The Portfolio may, but is not required to, use derivatives for 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 include listed and cleared
transactions, where the Portfolio's derivative trade counterparty is an
exchange or clearinghouse and non-cleared bilateral "over-the-counter"
transactions, where the Portfolio's derivative trade counterparty is a
financial institution. Exchange-traded or cleared derivatives transactions tend
to be more liquid and subject to less counterparty 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

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   traded on U.S. or foreign exchanges for hedging purposes to protect against
   declines in the U.S. Dollar value of foreign currency denominated securities
   held by the Portfolio and against increases in the U.S. Dollar cost of
   securities to be acquired. The purchase of an option on a foreign currency
   may constitute an 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".

.  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). Generally, the notional principal
   amount is used solely to calculate the payment stream, but is not exchanged.
   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). Certain standardized swaps,
   including certain interest rate swaps and credit default swaps, are (or soon
   will be) subject to mandatory central clearing. Cleared swaps are transacted
   through futures commission merchants ("FCMs") that are members of central
   clearinghouses with the clearinghouse serving as central counterparty,
   similar to transactions in futures contracts. Funds post initial and
   variation margin to support their obligations under cleared swaps by making
   payments to their clearing member FCMs. Central clearing is expected to
   reduce counterparty credit risks and increase liquidity, but central
   clearing does not make swap transactions risk free. Centralized clearing
   will be required for additional categories of swaps on a phased-in basis
   based on Commodity Futures Trading Commission approval of contracts for
   central clearing. Bilateral swap agreements are two-party contracts entered
   into primarily by institutional investors and are not cleared through a
   third party. 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 on whether it is
   hedging its assets or liabilities.

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

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   if the Portfolio had invested in the reference obligation directly. Credit
   default swaps are subject to general market risk, liquidity risk and credit
   risk.

.  OTHER DERIVATIVES AND STRATEGIES

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

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

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

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

ILLIQUID SECURITIES
Under current Securities and Exchange Commission (the "Commission") guidelines,
the Portfolio limits its investments in illiquid securities to 15% of its net
assets. The term "illiquid securities" for this purpose means securities that
cannot be disposed of within seven days in the ordinary course of business at
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 ("Rule 144A Securities") or certain commercial paper)
may be treated as liquid, although they may be less liquid than registered
securities traded on established secondary markets.

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

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

INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES
The Portfolio may invest in shares of exchange-traded funds, or 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

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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.

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

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

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

                                                                             11




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 purpose 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.

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTION
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.

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.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS
The Portfolio may enter into reverse repurchase agreements and dollar rolls,
subject to the Portfolio's limitations on borrowings. A reverse repurchase
agreement or dollar roll involves the sale of a security by the Portfolio and
its agreement to repurchase the instrument at a specified time and price, and
may be considered a form of borrowing for some purposes. Reverse repurchase
agreements, dollar rolls and other forms of borrowings may create leverage risk
for the Portfolio. In addition, reverse repurchase agreements and dollar rolls
involve the risk that the market value of the securities the Portfolio is
obligated to repurchase may decline below the purchase price.

Dollar rolls involve sales by the Portfolio of securities for delivery in the
current month and the Portfolio's simultaneously contracting to repurchase
substantially similar (same type and coupon) securities on a specified future
date. During the roll period, the Portfolio forgoes principal and interest paid
on the securities. The Portfolio is compensated by the difference between the
current sales price and the lower forward price for the future purchase (often
referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.

Reverse repurchase agreements and dollar rolls involve the risk that the market
value of the securities the Portfolio is obligated to repurchase under the
agreement may decline below the repurchase price. In the event the buyer of
securities under a reverse repurchase agreement or dollar roll files for
bankruptcy or becomes insolvent, the Portfolio's use of the proceeds of the
agreement may be restricted pending a determination by the other party, or its
trustee or receiver, whether to enforce the Portfolio's obligation to
repurchase the securities.

12




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.

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

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

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

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

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

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

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

BORROWINGS AND LEVERAGE
The Portfolio may use borrowings for investment purposes subject to applicable
statutory or regulatory requirements. Borrowings by the Portfolio result in
leveraging of the Portfolio's shares. The Portfolio may also use leverage for
investment transactions by entering into transactions such as reverse
repurchase agreements, forward contracts, dollar rolls or certain

                                                                             13



derivatives. This means that the Portfolio uses cash made available during the
term of these transactions to make investments in other fixed-income securities.

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

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

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

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

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

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

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

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

14




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

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

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

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. A fund that has a policy to
invest at least 80% of its net assets in securities indicated by its name, such
as the Portfolio, will not change such policy without 60 days' prior written
notice to shareholders. 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, or 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.

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

PAYMENTS TO FINANCIAL INTERMEDIARIES
Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolio and typically receive compensation for selling shares of the
Portfolio. This compensation is paid from various sources.

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

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

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

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform recordkeeping and administrative services in connection with the
Portfolio. Such payments will generally not exceed 0.35% of the average daily
net assets of the Portfolio attributable to the Insurer.

OTHER PAYMENTS FOR EDUCATIONAL SUPPORT AND DISTRIBUTION ASSISTANCE
In addition to the fees described above, ABI, at its expense, currently
provides additional payments to the Insurers that sell shares of the Portfolio.
These sums include payments to reimburse directly or indirectly the costs
incurred by the Insurers and their employees in connection with educational
seminars and training efforts about the Portfolio for the Insurers' employees
and/or their clients and potential clients. The costs and expenses associated
with these efforts may include travel, lodging, entertainment and meals.

For 2014, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios is expected to be
approximately $600,000. In 2013, 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:

  Great West Life & Annuity Company
  ING
  Lincoln Financial
  MetLife Investors Group, Inc.
  Nationwide
  New York Life
  Ohio National Financial Services
  Principal Financial Group
  Riversource Distributors
  Sun America
  Transamerica Life Insurance
  UBS Financial Services

16




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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES
The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that may disadvantage long-term Contractholders. These
policies are described below. There is no guarantee that the Portfolio will be
able to detect excessive or short-term trading or to identify Contractholders
engaged in such practices, particularly with respect to transactions in omnibus
accounts. Contractholders should be aware that application of these policies
may have adverse consequences, as described below, and should avoid frequent
trading in Portfolio shares through purchases, sales and exchanges of shares.
The Portfolio reserves the right to restrict, reject, or cancel, without any
prior notice, any purchase or exchange order for any reason, including any
purchase or exchange order accepted by any Insurer or a Contractholder's
financial intermediary.

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through
short-term trading, Contractholders that engage in rapid purchases and sales or
exchanges of the Portfolio's shares dilute the value of shares held by
long-term Contractholders. Volatility resulting from excessive purchases and
sales or exchanges of shares of the Portfolio, especially involving large
dollar amounts, may disrupt efficient portfolio management and cause the
Portfolio to sell portfolio securities at inopportune times to raise cash to
accommodate redemptions relating to short-term trading activity. In particular,
the Portfolio may have difficulty implementing its long-term investment
strategies if it is forced to maintain a higher level of its assets in cash to
accommodate significant short-term trading activity. In addition, the Portfolio
may incur increased administrative and other expenses due to excessive or
short-term trading and increased brokerage costs.

Investments in securities of foreign issuers may be particularly susceptible to
short-term trading strategies. This is because securities of foreign issuers
are typically traded on markets that close well before the time the Portfolio
ordinarily 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.

                                                                             17




. ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
  that a particular transaction or pattern of transactions identified by the
  transaction surveillance procedures described above is excessive or
  short-term trading in nature, the relevant Insurer's omnibus account(s) will
  be immediately "blocked" and no future purchase or exchange activity will be
  permitted, except to the extent the Fund, ABI or ABIS has been informed in
  writing that the terms and conditions of a particular contract may limit the
  Fund's ability to apply its short-term trading policy to Contractholder
  activity as discussed below. As a result, any Contractholder seeking to
  engage through an Insurer in purchase or exchange activity in shares of the
  Portfolio under a particular contract will be prevented from doing so.
  However, sales of Portfolio shares back to the Portfolio or redemptions will
  continue to be permitted in accordance with the terms of the Portfolio's
  current prospectus. In the event an account is blocked, certain
  account-related privileges, such as the ability to place purchase, sale and
  exchange orders over the internet or by phone, may also be suspended. As a
  result, unless the Contractholder redeems his or her shares, the
  Contractholder effectively may be "locked" into an investment in shares of
  one or more of the Portfolio that the Contractholder did not intend to hold
  on a long-term basis or that may not be appropriate for the Contractholder's
  risk profile. To rectify this situation, a Contractholder with a "blocked"
  account may be forced to redeem Portfolio shares, which could be costly if,
  for example, these shares have declined in value. To avoid this risk, a
  Contractholder should carefully monitor the purchases, sales, and exchanges
  of Portfolio shares and should avoid frequent trading in Portfolio shares. An
  Insurer's omnibus account that is blocked will generally remain blocked
  unless and until the Insurer provides evidence or assurance acceptable to the
  Fund that one or more Contractholders did not or will not in the future
  engage in excessive or short-term trading.

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

HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's NAV is calculated on any day the New York Stock Exchange (the
"Exchange") is open at the close of regular trading (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 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 ordinarily 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, 2013, totaling
more than $450 billion (of which over $89 billion represented assets of
registered investment companies sponsored by the Adviser). As of December 31,
2013, 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 26 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 119 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, 2013, the Portfolio paid the Adviser as a percentage of
average daily net assets .45%.

A discussion regarding the basis for the Board's approval of the Portfolio's
investment advisory agreement is available in the Portfolio's annual report to
shareholders for the fiscal year ended December 31, 2013.

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 U.S. Core Fixed Income Investment Team. The U.S. Core
Fixed Income Investment Team relies heavily on the fundamental analysis and
research of the Adviser's internal research staff.

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

                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
Paul J. DeNoon; since 2009; Senior Vice      Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2009.

Shawn E. Keegan, since 2007; Vice            Vice President of the Adviser, with
President of the Adviser                     which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2009.

Alison M. Martier; since 2005; Senior Vice   Senior Vice President of the Adviser,
President of the Adviser                     with which she has been associated in
                                             a substantially similar capacity to her
                                             current position as a portfolio manager
                                             since prior to 2009, and Director of
                                             Fixed-Income Senior Portfolio
                                             Management Team.

Douglas J. Peebles; since 2007; Senior Vice  Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2009, Chief Investment
                                             Officer and Head of Fixed-Income.

Greg J. Wilensky; since 2005; Senior Vice    Senior Vice President of the Adviser,
President of the Adviser                     with which he has been associated in a
                                             substantially similar capacity to his
                                             current position as a portfolio manager
                                             since prior to 2009.

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.

                                                                             19



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

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years. Certain information
reflects financial results for a single share of a class of the Portfolio. The
total returns in the table represent the rate that a Contractholder would have
earned (or lost) on an investment in the Portfolio (assuming reinvestment of
all dividends and distributions). The total returns in the table do not take
into account separate account charges. If separate account charges were
included, a Contractholder's return would have been lower. This information has
been audited by Ernst & Young LLP, the independent registered public accounting
firm for 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 INTERMEDIATE BOND PORTFOLIO
--------------------------------------------------------------------------------
                                                                                    YEAR ENDED DECEMBER 31,
                                                                          2013      2012      2011     2010      2009
------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $ 12.17    $ 12.41   $ 12.26  $ 11.86   $ 10.40
                                                                       -------    -------   -------  -------   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                   .29        .30       .39      .44       .49
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                    (.58)       .35#      .37      .60      1.36
Contributions from Adviser                                                 -0-        .05#      -0-      -0-       -0-
                                                                       -------    -------   -------  -------   -------
Net increase (decrease) in net asset value from operations                (.29)       .70       .76     1.04      1.85
                                                                       -------    -------   -------  -------   -------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                      (.41)      (.55)     (.56)    (.64)     (.39)
Distributions from net realized gain on investment transactions           (.36)      (.39)     (.05)     -0-       -0-
                                                                       -------    -------   -------  -------   -------
Total dividends and distributions                                         (.77)      (.94)     (.61)    (.64)     (.39)
                                                                       -------    -------   -------  -------   -------
Net asset value, end of period                                         $ 11.11    $ 12.17   $ 12.41  $ 12.26   $ 11.86
                                                                       =======    =======   =======  =======   =======
TOTAL RETURN
Total investment return based on net asset value(b)                      (2.34)%*    5.79%*    6.38%    8.93%*   18.20%*

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $22,450    $29,363   $33,973  $39,025   $41,341
Ratio to average net assets of:
 Expenses                                                                 1.02%       .96%      .90%     .93%+     .94%
 Net investment income                                                    2.49%      2.43%     3.17%    3.64%+    4.44%
Portfolio turnover rate**                                                  217%       116%      108%      94%      102%
------------------------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.

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

 # Amount reclassified from realized gain (loss) on investment transactions.

 * 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, 2013, December 31, 2012,
   December 31, 2010 and December 31, 2009 by 0.02%, 0.05%, 0.04% and 0.01%,
   respectively.

   Includes the Adviser's reimbursement in respect of the Lehman Bankruptcy
   Claim which contributed to the Portfolio's performance by 0.38% for the year
   ended December 31, 2012.

 + The ratio includes expenses attributable to costs of proxy solicitation.

** The Portfolio accounts for dollar roll transactions as purchases and sales.

22



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

BOND RATINGS
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge". Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Absence of Rating--Where no rating has been assigned or where a rating has been
withdrawn, it may be for reasons unrelated to the quality of the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that are
   unrated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not published in
   Moody's publications.

Suspension may occur if new and material circumstances arise, the effects of
which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through Caa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

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

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

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

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

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

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to an inadequate capacity to
pay interest and repay principal.

                                                                            A-1




B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there
is capacity to pay interest and repay principal. Adverse business, financial or
economic conditions will likely impair the capacity or willingness to pay
principal or repay interest.

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial and economic conditions to pay interest and
repay principal. In the event of adverse business, financial or economic
conditions, there is not likely to be capacity to pay interest or repay
principal.

CC--Debt rated CC is currently highly vulnerable to nonpayment.

C--The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments are being
continued.

D--The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred.

Plus (+) or Minus (-)--The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

FITCH RATINGS ("FITCH")
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category or in categories below B.

NR--Indicates that Fitch does not rate the specific issue.

A-2



APPENDIX B
--------------------------------------------------------------------------------

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

A settlement agreement between the Adviser and the New York Attorney General
requires the Fund to include the following supplemental hypothetical investment
information that provides additional information calculated and presented in a
manner different from expense information found under "Fees and Expenses of the
Portfolio" in this Prospectus about the effect of the Portfolio's expenses,
including investment advisory fees and other Portfolio costs, on the
Portfolio's returns over a 10-year period. The chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in
Class B shares of the Portfolio assuming a 5% return each year. Except as
otherwise indicated, the chart also assumes that the current annual expense
ratio stays the same throughout the 10-year period. The current annual expense
ratio for the Portfolio is the same as stated under "Fees and Expenses of the
Portfolio". There are additional fees and expenses associated with variable
products. These fees can include mortality and expense risk charges,
administrative charges, and other charges that can significantly affect
expenses. These fees and expenses are not reflected in the following expense
information. Your actual expenses may be higher or lower.

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

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $  107.10    $10,392.90
   2             10,392.90      519.65    10,912.55     111.31     10,801.24
   3             10,801.24      540.06    11,341.30     115.68     11,225.62
   4             11,225.62      561.28    11,786.90     120.23     11,666.67
   5             11,666.67      583.33    12,250.01     124.95     12,125.06
   6             12,125.06      606.25    12,731.31     129.86     12,601.45
   7             12,601.45      630.07    13,231.52     134.96     13,096.56
   8             13,096.56      654.83    13,751.39     140.26     13,611.12
   9             13,611.12      680.56    14,291.68     145.78     14,145.90
   10            14,145.90      707.30    14,853.20     151.50     14,701.70
   --------------------------------------------------------------------------
   Cumulative                $5,983.33               $1,281.63

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

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

SEC File No. 811-05398

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