UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: December 31, 2014

Date of reporting period: December 31, 2014

ITEM 1. REPORTS TO STOCKHOLDERS.

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ BALANCED WEALTH STRATEGY PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

BALANCED WEALTH STRATEGY
PORTFOLIO	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Balanced Wealth Strategy Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

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

The Portfolio’s equity component is diversified between growth and value equity investment styles, and between U.S. and non-U.S. markets. The Adviser’s targeted blend for the non-REIT portion of the Portfolio’s equity component is an equal weighting of growth and value stocks (50% each). In addition to blending growth and value styles, the Adviser blends each style-based portion of the Portfolio’s equity component across U.S. and non-U.S. issuers and various capitalization ranges. Within each of the value and growth portions of the Portfolio, the Adviser normally targets a blend of approximately 70% in equities of U.S. companies and the remaining 30% in equities of companies outside the United States. The Adviser will allow the relative weightings of the Portfolio’s investments in equity and debt, growth and value, and U.S. and non-U.S. components to vary in response to market conditions, but ordinarily, only by ±5% of the Portfolio’s net assets. Beyond those ranges, the Adviser will rebalance the Portfolio toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the Portfolio’s net assets. The Portfolio’s targeted blend may change from time to time without notice to shareholders based on the Adviser’s assessment of underlying market conditions.

The Portfolio’s debt securities will primarily be investment-grade debt securities, but are expected to include lower-rated securities (“junk bonds”) and preferred stock. The Portfolio will not invest more than 25% of its total assets in securities rated, at the time of purchase, below investment grade.

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

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

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its primary benchmark, the Standard & Poor’s (“S&P”) 500 Index, its secondary benchmark, the Barclays U.S. Aggregate Bond Index and its blended benchmark, the 60% / 40% blend of the S&P 500 Index and the Barclays U.S. Aggregate Bond Index, respectively, for the one-, five- and 10-year periods ended December 31, 2014.

For the annual period, all share classes of the Portfolio underperformed the primary and blended benchmarks, and outperformed the secondary benchmark. The Portfolio’s U.S. growth and U.S. value holdings contributed, helped by the strong performance of U.S. equities in 2014. Conversely, non-U.S. value and non-U.S. growth holdings detracted, hurt by geopolitical concerns, the strong return of the U.S. dollar and the declining price of oil. Fixed-income holdings contributed to relative performance, as did REITs.

The Portfolio utilized derivatives, including futures, credit default swaps and interest rate swaps, for hedging and investment purposes, which had no material impact on performance. Currencies were utilized for hedging purposes and had no material impact on performance.

1

AllianceBernstein Variable Products Series Fund

MARKET REVIEW AND INVESTMENT STRATEGY

U.S. large-cap stocks led the gains in 2014 as a resilient economic recovery fueled earnings growth. Emerging markets trailed developed markets, and investors favored defensive stocks, while resources stocks fell as plunging oil prices dragged down shares of energy companies. Bond markets turned more volatile as growth trends and monetary policies in the world’s largest economies headed in different directions. Despite the best efforts of policymakers, inflation continued to fall throughout the developed world, reaching especially worrisome levels in Europe and Japan. Global economic growth continued at a slow and uneven pace. In the U.S., manufacturing indicators rose, and unemployment fell from 6.6% at the beginning of the year to 5.8% in November, bolstering consumer confidence and increasing the chances of a Fed rate hike in 2015 by the U.S. Federal Reserve.

The Portfolio is well positioned to invest opportunistically across a wide range of asset classes and market circumstances. In equities, the Multi-Assets Solutions Team (the “Team”) is confident that its continued focus on companies with strong fundamentals will enable the Team to navigate current market conditions and, more importantly, to construct portfolios that outperform as macroeconomic conditions improve. Meanwhile, in fixed-income, the Team continues to emphasize corporate bonds and commercial mortgage-backed securities over U.S. Treasuries.

2

BALANCED WEALTH STRATEGY PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged S&P^® 500 Index and the unmanaged Barclays U.S. Aggregate Bond Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. The Barclays U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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

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

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

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

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

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

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

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

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

3

BALANCED WEALTH STRATEGY PORTFOLIO
DISCLOSURES AND RISKS
(continued from previous page)	AllianceBernstein Variable Products Series Fund

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

4

BALANCED WEALTH STRATEGY PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARKS	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Balanced Wealth Strategy Portfolio Class A†		7.37%		8.85%		5.59%
Balanced Wealth Strategy Portfolio Class B†		7.11%		8.59%		5.33%
Primary Benchmark: S&P 500 Index		13.69%		15.45%		7.67%
Secondary Benchmark: Barclays U.S. Aggregate Bond Index		5.97%		4.45%		4.71%
Blended Benchmark: 60% S&P 500 Index / 40% Barclays U.S. Aggregate Bond Index		10.62%		11.18%		6.77%
*    Average annual returns.
†   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014, by 0.01%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.65% and 0.90% for Class A and Class B shares, respectively, gross of any fee waivers or expense reimbursements. These waivers/ reimbursements extend through the Portfolio’s current fiscal year and may be extended by the Adviser for additional one-year terms.

BALANCED WEALTH STRATEGY PORTFOLIO CLASS A GROWTH OF A $10,000 INVESTMENT

12/21/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in the Balanced Wealth Strategy Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s primary, secondary and blended benchmarks. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

5

BALANCED WEALTH STRATEGY PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,013.40	$	3.65		0.72	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.58	$	3.67		0.72	%
Class B
Actual	$	1,000	$	1,012.50	$	4.92		0.97	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.32	$	4.94		0.97	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

6

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	22,357,833		6.1	%
Federal National Mortgage Association		20,633,625		5.7
Apple, Inc.		4,176,779		1.2
Inflation-Linked Securities		4,095,017		1.1
CVS Health Corp.		3,443,082		1.0
UnitedHealth Group, Inc.		2,701,226		0.7
Visa, Inc.—Class A		2,687,550		0.7
Google, Inc.		2,621,424		0.7
Gilead Sciences, Inc.		2,604,404		0.7
Comcast Corp.		2,561,421		0.7
	$	67,882,361		18.6	%

SECURITY TYPE BREAKDOWN^†

December 31, 2014 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	230,223,280		60.9	%
Corporates—Investment Grades		32,511,189		8.6
Governments—Treasuries		23,950,984		6.3
Mortgage Pass-Throughs		23,074,342		6.1
Asset-Backed Securities		18,379,019		4.9
Commercial Mortgage-Backed Securities		12,510,137		3.3
Corporates—Non-Investment Grades		5,484,568		1.5
Inflation-Linked Securities		4,095,017		1.1
Collateralized Mortgage Obligations		4,019,176		1.1
Quasi-Sovereigns		2,160,770		0.6
Governments—Sovereign Agencies		536,070		0.1
Local Governments—Municipal Bonds		529,575		0.1
Emerging Markets—Corporate Bonds		406,450		0.1
Preferred Stocks		169,711		0.1
Short-Term Investments		19,799,895		5.2
Total Investments	$	377,850,183		100.0	%

* Long-term investments.

† The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

7

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.0%
FINANCIALS–10.0%
BANKS–3.2%
Bank Hapoalim BM		29,100	$	136,832
Bank of America Corp.		118,300		2,116,387
Bank of Baroda		6,420		109,748
Bank of China Ltd.–Class H		334,000		187,464
Bank of Queensland Ltd.		20,940		206,299
Citigroup, Inc.		9,900		535,689
Comerica, Inc.		9,600		449,664
Commerzbank AG(a)		15,500		203,307
Danske Bank A/S		15,960		431,492
Fifth Third Bancorp		13,200		268,950
HSBC Holdings PLC		68,170		644,190
ICICI Bank Ltd.		23,100		128,241
ING Groep NV(a)		24,680		318,857
Intesa Sanpaolo SpA		78,950		229,026
Itausa-Investimentos Itau SA (Preference Shares)		25,500		90,078
JPMorgan Chase & Co.		24,300		1,520,694
KeyCorp		5,836		81,120
Mitsubishi UFJ Financial Group, Inc.		69,100		379,651
PNC Financial Services Group, Inc. (The)		3,700		337,551
Shinhan Financial Group Co., Ltd.(a)		2,130		85,616
Societe Generale SA		9,762		408,541
Sumitomo Mitsui Financial Group, Inc.		7,300		263,915
UniCredit SpA		82,770		530,192
Wells Fargo & Co.		37,200		2,039,304
				11,702,808
CAPITAL MARKETS–1.6%
Affiliated Managers Group, Inc.(a)		4,842		1,027,666
Bank of New York Mellon Corp. (The)		8,000		324,560
BlackRock, Inc.–Class A		3,120		1,115,587
Daiwa Securities Group, Inc.		117,000		916,126
Goldman Sachs Group, Inc. (The)		2,374		460,152
Morgan Stanley		10,587		410,776
Partners Group Holding AG		760		221,112
State Street Corp.		4,100		321,850
UBS Group AG(a)		64,842		1,114,615
				5,912,444
CONSUMER FINANCE–0.8%
Capital One Financial Corp.		16,800		1,386,840
Discover Financial Services		13,500		884,115
Muthoot Finance Ltd.		39,211		118,958
Shriram Transport Finance Co., Ltd.		2,305		40,207
SLM Corp.		58,900		600,191
				3,030,311
DIVERSIFIED FINANCIAL SERVICES–0.8%
Berkshire Hathaway, Inc.– Class B(a)		5,300	$	795,795
Cerved Information Solutions SpA(a)(b)		14,060		74,250
Challenger Ltd./Australia		38,980		205,913
Friends Life Group Ltd.		36,030		204,623
Intercontinental Exchange, Inc.		5,053		1,108,073
ORIX Corp.		40,600		510,861
				2,899,515
INSURANCE–2.9%
ACE Ltd.		2,100		241,248
Admiral Group PLC		34,790		713,720
AIA Group Ltd.		227,600		1,250,956
Allstate Corp. (The)		19,600		1,376,900
American Financial Group, Inc./OH		11,700		710,424
American International Group, Inc.		20,200		1,131,402
Aon PLC		9,440		895,195
Aspen Insurance Holdings Ltd.		4,700		205,719
Assurant, Inc.		3,028		207,206
Chubb Corp. (The)		3,418		353,661
Direct Line Insurance Group PLC		32,790		148,329
Hanover Insurance Group, Inc. (The)		5,700		406,524
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen		3,190		635,248
PartnerRe Ltd.		6,602		753,486
Progressive Corp. (The)		4,200		113,358
Prudential PLC		34,820		805,020
Suncorp Group Ltd.		11,430		130,574
Travelers Cos., Inc. (The)		3,700		391,645
Unum Group		2,300		80,224
XL Group PLC		3,000		103,110
				10,653,949
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.5%
Ayala Land, Inc.		21,100		15,734
Daito Trust Construction Co., Ltd.		7,200		816,752
Global Logistic Properties Ltd.		439,000		818,472
				1,650,958
THRIFTS & MORTGAGE FINANCE–0.2%
Housing Development Finance Corp. Ltd.		26,340		471,111
LIC Housing Finance Ltd.		17,210		118,293
				589,404
				36,439,389

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSUMER DISCRETIONARY–9.0%
AUTO COMPONENTS–0.9%
Aisin Seiki Co., Ltd.		8,700	$	312,577
Bridgestone Corp.		6,300		218,496
Cie Generale des Etablissements Michelin–Class B		4,520		408,006
GKN PLC		35,560		189,277
Lear Corp.		5,200		510,016
Magna International, Inc. (New York)–Class A		4,600		499,974
Plastic Omnium SA		6,870		186,437
Sumitomo Electric Industries Ltd.		27,200		339,708
Valeo SA		3,680		457,903
				3,122,394
AUTOMOBILES–1.0%
Bayerische Motoren Werke AG		2,060		222,312
Ford Motor Co.		77,600		1,202,800
Great Wall Motor Co., Ltd.–Class H		38,500		218,515
Honda Motor Co., Ltd.		18,000		528,089
Renault SA		2,030		147,858
Tata Motors Ltd.		17,050		133,307
Toyota Motor Corp.		16,100		1,003,309
Volkswagen AG (Preference Shares)		900		200,030
				3,656,220
DIVERSIFIED CONSUMER SERVICES–0.2%
Estacio Participacoes SA		37,100		332,451
Kroton Educacional SA		43,600		254,232
TAL Education Group (ADR)(a)		1,900		53,371
				640,054
HOTELS, RESTAURANTS & LEISURE–0.9%
Galaxy Entertainment Group Ltd.		13,000		72,237
Melco International Development Ltd.(b)		113,000		247,660
Merlin Entertainments PLC(c)		64,969		402,005
Sands China Ltd.		18,000		87,741
Sodexo SA		5,229		511,837
Starbucks Corp.		20,550		1,686,127
Yum! Brands, Inc.		2,150		156,628
				3,164,235
HOUSEHOLD DURABLES–0.1%
PulteGroup, Inc.		20,806		446,497
INTERNET & CATALOG RETAIL–0.6%
Just Eat PLC(a)		51,305		247,649
Priceline Group, Inc. (The)(a)		1,690		1,926,955
				2,174,604
LEISURE PRODUCTS–0.3%
Polaris Industries, Inc.		6,690	$	1,011,796
MEDIA–1.8%
Comcast Corp.–Class A		35,350		2,050,654
CTS Eventim AG & Co. KGaA		2,450		72,181
Liberty Global PLC–Class A(a)		899		45,134
Liberty Global PLC–Series C(a)		28,318		1,368,043
Naspers Ltd.–Class N		3,700		478,614
Smiles SA		5,700		98,745
Thomson Reuters Corp.		2,453		98,954
Time Warner, Inc.		14,665		1,252,684
Walt Disney Co. (The)		13,448		1,266,667
				6,731,676
MULTILINE RETAIL–0.5%
B&M European Value Retail SA		139,637		620,269
Dillard’s, Inc.–Class A		3,000		375,540
Dollar General Corp.(a)		10,300		728,210
Poundland Group PLC(a)		59,110		302,367
				2,026,386
SPECIALTY RETAIL–1.7%
Foot Locker, Inc.		14,078		790,902
GameStop Corp.–Class A(b)		17,900		605,020
Home Depot, Inc. (The)		19,330		2,029,070
Kingfisher PLC		29,490		155,888
L’Occitane International SA		3,500		8,846
O’Reilly Automotive, Inc.(a)		2,900		558,598
Office Depot, Inc.(a)		73,337		628,865
Shimamura Co., Ltd.		1,700		146,705
Sports Direct International PLC(a)		51,549		567,076
Ulta Salon Cosmetics & Fragrance, Inc.(a)		5,370		686,501
Yamada Denki Co., Ltd.(b)		68,600		230,161
				6,407,632
TEXTILES, APPAREL & LUXURY GOODS–1.0%
Cie Financiere Richemont SA		11,400		1,010,708
Global Brands Group Holding Ltd.(a)		600,000		117,163
HUGO BOSS AG		2,956		361,612
Kering		590		113,381
NIKE, Inc.–Class B		14,471		1,391,387
Samsonite International SA		147,900		438,293
Titan Co., Ltd.		14,370		86,562
				3,519,106
				32,900,600
INFORMATION TECHNOLOGY–8.8%
COMMUNICATIONS EQUIPMENT–0.7%
Brocade Communications Systems, Inc.		64,600		764,864
Cisco Systems, Inc.		32,740		910,663

9

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
F5 Networks, Inc.(a)		4,310	$	562,304
Harris Corp.		5,601		402,264
				2,640,095
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.3%
Amphenol Corp–Class A		16,231		873,390
Arrow Electronics, Inc.(a)		4,300		248,927
				1,122,317
INTERNET SOFTWARE & SERVICES–1.6%
Baidu, Inc. (Sponsored ADR)(a)		1,920		437,702
Facebook, Inc.–Class A(a)		22,334		1,742,499
Google, Inc.–Class A(a)		2,460		1,305,424
Google, Inc.–Class C(a)		2,500		1,316,000
LinkedIn Corp.–Class A(a)		2,330		535,224
Telecity Group PLC		45,783		571,820
				5,908,669
IT SERVICES–1.2%
Booz Allen Hamilton Holding Corp.		8,600		228,158
Cap Gemini SA		2,270		162,344
HCL Technologies Ltd.		1,840		46,677
Tata Consultancy Services Ltd.		4,340		176,288
Visa, Inc.–Class A		10,250		2,687,550
Xerox Corp.		67,600		936,936
				4,237,953
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.4%
Advanced Semiconductor Engineering, Inc.		131,000		155,579
Altera Corp.		17,410		643,125
Applied Materials, Inc.		23,664		589,707
ASM International NV		4,020		170,242
Infineon Technologies AG		11,794		124,802
Intel Corp.		31,800		1,154,022
Linear Technology Corp.		12,850		585,960
Micron Technology, Inc.(a)		8,300		290,583
Novatek Microelectronics Corp.		37,000		206,760
NXP Semiconductors NV(a)		8,486		648,330
Sumco Corp.(b)		18,500		264,848
Tokyo Electron Ltd.		2,600		197,159
				5,031,117
SOFTWARE–1.7%
ANSYS, Inc.(a)		15,835		1,298,470
Aspen Technology, Inc.(a)		12,230		428,295
Dassault Systemes		6,673		406,922
Electronic Arts, Inc.(a)		15,538		730,519
Microsoft Corp.		34,300		1,593,235
Mobileye NV(a)		6,120		248,227
NetSuite, Inc.(a)		5,020		548,033
Oracle Corp.		11,712		526,689
ServiceNow, Inc.(a)		8,065		547,210
				6,327,600
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.1%
Samsung Electronics Co., Ltd.		320	$	384,718
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.8%
Apple, Inc.		37,840		4,176,779
Asustek Computer, Inc.		16,000		174,576
Casetek Holdings Ltd.		32,000		180,192
Catcher Technology Co., Ltd.		33,000		254,840
Hewlett-Packard Co.		43,000		1,725,590
				6,511,977
				32,164,446
HEALTH CARE–7.4%
BIOTECHNOLOGY–1.4%
Actelion Ltd. (REG)(a)		5,070		583,664
Biogen Idec, Inc.(a)		5,612		1,904,993
Gilead Sciences, Inc.(a)		27,630		2,604,404
				5,093,061
HEALTH CARE EQUIPMENT & SUPPLIES–0.5%
Align Technology, Inc.(a)		7,204		402,776
Intuitive Surgical, Inc.(a)		2,600		1,375,244
				1,778,020
HEALTH CARE PROVIDERS & SERVICES–1.8%
Aetna, Inc.		11,500		1,021,545
Anthem, Inc.		11,700		1,470,339
Express Scripts Holding Co.(a)		5,300		448,751
McKesson Corp.		3,070		637,270
Premier, Inc.–Class A(a)		13,538		453,929
UnitedHealth Group, Inc.		26,721		2,701,226
				6,733,060
LIFE SCIENCES TOOLS & SERVICES–0.8%
Eurofins Scientific SE		5,059		1,291,320
Illumina, Inc.(a)		541		99,858
Mettler-Toledo International, Inc.(a)		2,169		656,036
Quintiles Transnational Holdings, Inc.(a)		14,843		873,807
				2,921,021
PHARMACEUTICALS–2.9%
Allergan, Inc./United States		11,743		2,496,444
Astellas Pharma, Inc.		23,400		325,777
GlaxoSmithKline PLC		37,120		796,358
Indivior PLC(a)		2,780		6,473
Johnson & Johnson		18,000		1,882,260
Merck & Co., Inc.		18,700		1,061,973
Novo Nordisk A/S–Class B		12,820		542,283
Pfizer, Inc.		68,600		2,136,890
Roche Holding AG		3,040		823,664

10

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Sun Pharmaceutical Industries Ltd.		11,420	$	149,321
Teva Pharmaceutical Industries Ltd.		2,770		158,790
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		1,570		90,291
				10,470,524
				26,995,686
INDUSTRIALS–6.2%
AEROSPACE & DEFENSE–1.1%
Airbus Group NV		13,520		668,402
Boeing Co. (The)		7,470		970,950
General Dynamics Corp.		2,100		289,002
L-3 Communications Holdings, Inc.		5,064		639,127
Precision Castparts Corp.		2,434		586,302
Rockwell Collins, Inc.		2,816		237,896
Safran SA		4,340		267,756
Zodiac Aerospace		12,989		437,311
				4,096,746
AIRLINES–0.5%
Delta Air Lines, Inc.		25,600		1,259,264
International Consolidated Airlines Group SA(a)		58,500		440,392
Japan Airlines Co., Ltd.		4,000		118,596
Qantas Airways Ltd.(a)		127,940		248,500
				2,066,752
COMMERCIAL SERVICES & SUPPLIES–0.3%
Babcock International Group PLC		45,125		739,250
Edenred		15,104		417,716
Regus PLC		26,718		86,264
				1,243,230
ELECTRICAL EQUIPMENT–0.3%
AMETEK, Inc.		18,892		994,286
INDUSTRIAL CONGLOMERATES–0.9%
Bidvest Group Ltd. (The)		4,750		124,183
Danaher Corp.		22,309		1,912,105
General Electric Co.		30,300		765,681
Hutchison Whampoa Ltd.		18,000		205,999
Toshiba Corp.		74,000		312,080
				3,320,048
INDUSTRIAL WAREHOUSE DISTRIBUTION–0.5%
DCT Industrial Trust, Inc.		5,480		195,417
Granite Real Estate Investment Trust		10,292		365,881
Hansteen Holdings PLC		68,120		114,241
Japan Logistics Fund, Inc.		57		128,200
Mapletree Industrial Trust		159,000		177,901
Mapletree Logistics Trust		231,389	$	206,602
Mexico Real Estate Management SA de CV(a)		59,400		98,921
Prologis, Inc.		2,153		92,643
STAG Industrial, Inc.		16,410		402,045
				1,781,851
MACHINERY–1.1%
Caterpillar, Inc.		7,000		640,710
ITT Corp.		13,651		552,319
JTEKT Corp.		19,000		319,766
Pall Corp.		11,620		1,176,060
Parker-Hannifin Corp.		1,200		154,740
Wabtec Corp./DE		12,930		1,123,488
				3,967,083
MARINE–0.1%
AP Moeller-Maersk A/S– Class B		65		129,282
Nippon Yusen KK		97,000		273,977
				403,259
MIXED OFFICE INDUSTRIAL–0.1%
Goodman Group(b)		56,240		259,766
PROFESSIONAL SERVICES–0.9%
Applus Services SA(a)		19,095		210,322
Bureau Veritas SA		37,429		829,275
Capita PLC		66,411		1,113,559
Intertek Group PLC		23,452		848,775
Teleperformance		4,250		289,298
				3,291,229
ROAD & RAIL–0.2%
Central Japan Railway Co.		2,000		299,752
JB Hunt Transport Services, Inc.		4,527		381,400
				681,152
TRADING COMPANIES & DISTRIBUTORS–0.2%
Brenntag AG		5,810		324,837
Bunzl PLC		5,720		156,369
Rexel SA		8,477		151,875
				633,081
				22,738,483
CONSUMER STAPLES–4.3%
BEVERAGES–0.6%
Asahi Group Holdings Ltd.		4,100		126,843
Molson Coors Brewing Co.– Class B		1,000		74,520
Monster Beverage Corp.(a)		20,771		2,250,538
				2,451,901
FOOD & STAPLES RETAILING–1.8%
Costco Wholesale Corp.		8,670		1,228,972
CVS Health Corp.		35,750		3,443,082

11

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Koninklijke Ahold NV		26,435	$	469,825
Kroger Co. (The)		12,800		821,888
Lenta Ltd. (GDR)(a)(c)		6,510		44,008
Olam International Ltd.		179,412		272,272
Sugi Holdings Co., Ltd.(b)		2,100		85,721
Tsuruha Holdings, Inc.		1,800		104,154
				6,469,922
FOOD PRODUCTS–0.6%
Archer-Daniels-Midland Co.		4,200		218,400
Bunge Ltd.		1,020		92,729
Ingredion, Inc.		6,874		583,190
Keurig Green Mountain, Inc.		2,970		393,213
Mead Johnson Nutrition Co.–Class A		8,950		899,833
				2,187,365
HOUSEHOLD PRODUCTS–0.2%
Procter & Gamble Co. (The)		5,000		455,450
Reckitt Benckiser Group PLC		2,780		225,163
				680,613
PERSONAL PRODUCTS–0.1%
Estee Lauder Cos., Inc. (The)–Class A		5,590		425,958
TOBACCO–1.0%
British American Tobacco PLC		21,389		1,159,090
Imperial Tobacco Group PLC		8,140		358,319
Philip Morris International, Inc.		25,075		2,042,359
				3,559,768
				15,775,527
EQUITY: OTHER–3.5%
DIVERSIFIED/ SPECIALTY–2.9%
British Land Co. PLC(The)		46,823		564,622
Buzzi Unicem SpA		12,990		164,416
CA Immobilien Anlagen AG(a)(b)		15,980		298,861
CBRE Group, Inc.–Class A(a)		10,990		376,407
Cheung Kong Holdings Ltd.		21,000		352,223
ClubCorp Holdings, Inc.		19,904		356,879
Cofinimmo SA		2,140		248,005
CSR Ltd.		57,960		183,121
Duke Realty Corp.		15,080		304,616
East Japan Railway Co.		2,500		188,427
Fibra Uno Administracion SA de CV		77,830		229,474
Folkestone Education Trust		51,780		84,124
Fukuoka REIT Corp.		55		101,832
GPT Group (The)		28,970		102,526
Gramercy Property Trust, Inc.		59,970		413,793
Hemfosa Fastigheter AB(a)		14,480		305,534
Henderson Land Development Co., Ltd.		18,340		127,233
Kennedy Wilson Europe Real Estate PLC		22,084		363,133
Kennedy-Wilson Holdings, Inc.		14,040		355,212
Lend Lease Group		26,276	$	349,966
Merlin Properties Socimi SA(a)		34,250		415,685
Mitsubishi Estate Co., Ltd.		31,000		653,197
Mitsui Fudosan Co., Ltd.		21,100		565,808
Nomura Real Estate Master Fund, Inc.(b)		87		112,665
Orix JREIT, Inc.(b)		189		265,788
PLA Administradora Industrial S de RL de CV(a)		71,170		149,250
Regal Entertainment Group–Class A		16,800		358,848
Royal Mail PLC		53,190		354,456
Spirit Realty Capital, Inc.		10,661		126,759
Sumitomo Realty & Development Co., Ltd.		17,000		579,175
Sun Hung Kai Properties Ltd.		38,600		584,807
Taiheiyo Cement Corp.		23,000		72,160
Tokyu Fudosan Holdings Corp.		13,700		95,055
Top REIT, Inc.		26		116,661
Vornado Realty Trust		1,530		180,096
Wharf Holdings Ltd. (The)		85,000		610,223
				10,711,037
HEALTH CARE–0.6%
Chartwell Retirement Residences		20,060		205,642
HCP, Inc.		14,170		623,905
LTC Properties, Inc.		10,130		437,312
Medical Properties Trust, Inc.		35,175		484,711
Ventas, Inc.		5,970		428,049
				2,179,619
				12,890,656
ENERGY–3.3%
ENERGY EQUIPMENT & SERVICES–0.6%
Aker Solutions ASA(a)(c)		14,840		82,544
FMC Technologies, Inc.(a)		18,670		874,503
National Oilwell Varco, Inc.		2,700		176,931
Schlumberger Ltd.		14,394		1,229,391
				2,363,369
OIL, GAS & CONSUMABLE FUELS–2.7%
BG Group PLC		37,120		496,729
Chesapeake Energy Corp.		7,200		140,904
Chevron Corp.		10,700		1,200,326
Exxon Mobil Corp.		24,000		2,218,800
Hess Corp.		14,000		1,033,480
JX Holdings, Inc.		112,800		438,973
Marathon Petroleum Corp.		6,577		593,640
Murphy Oil Corp.		12,167		614,677
Occidental Petroleum Corp.		15,000		1,209,150
Petroleo Brasileiro SA (Sponsored ADR)		16,210		122,872
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		10,595		353,122
Total SA		11,080		567,650

12

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Valero Energy Corp.		16,800	$	831,600
				9,821,923
				12,185,292
RETAIL–2.3%
REGIONAL MALL–0.9%
General Growth Properties, Inc.		14,630		411,542
Macerich Co. (The)		8,440		703,980
Pennsylvania Real Estate Investment Trust		17,510		410,785
Simon Property Group, Inc.		5,616		1,022,730
Taubman Centers, Inc.		1,240		94,761
Washington Prime Group, Inc.		27,728		477,476
Westfield Corp.		33,280		243,954
				3,365,228
SHOPPING CENTER/OTHER RETAIL–1.4%
Aeon Mall Co., Ltd.		17,500		310,117
Charter Hall Retail REIT		35,870		119,986
Citycon OYJ		31,860		98,267
DDR Corp.		18,030		331,031
Federation Centres		82,840		192,873
Hammerson PLC		22,530		210,992
Japan Retail Fund Investment Corp.		103		217,668
JB Hi-Fi Ltd.(b)		13,790		176,969
Klepierre		9,553		410,188
Link REIT (The)		16,768		104,872
Ramco-Gershenson Properties Trust		22,770		426,710
Regency Centers Corp.		2,630		167,741
Retail Opportunity Investments Corp.		24,170		405,814
RioCan Real Estate Investment Trust (Toronto)		4,973		113,132
Scentre Group(a)		188,849		535,042
Unibail-Rodamco SE		2,569		659,040
Vastned Retail NV		6,634		299,971
Weingarten Realty Investors		8,570		299,264
				5,079,677
				8,444,905
RESIDENTIAL–1.8%
MULTI-FAMILY–1.6%
Associated Estates Realty Corp.		24,750		574,447
AvalonBay Communities, Inc.		3,020		493,438
Barratt Developments PLC		28,200		205,243
China Overseas Land & Investment Ltd.		150,000		444,697
China Vanke Co., Ltd.– Class H(a)(b)		127,560		282,318
CIFI Holdings Group Co., Ltd.		640,000		128,257
Comforia Residential REIT, Inc.(b)		63		137,726
Equity Residential		3,560		255,750
Essex Property Trust, Inc.		505		104,333
Even Construtora e Incorporadora SA		32,100		65,692
GAGFAH SA(a)		20,863	$	465,920
Ichigo Real Estate Investment Corp.		158		122,897
Irish Residential Properties REIT PLC(a)		81,000		103,797
Kaisa Group Holdings Ltd.(b)(d)(e)		409,000		83,861
Kenedix Residential Investment Corp.		43		129,062
KWG Property Holding Ltd.		239,000		162,748
LEG Immobilien AG(a)		4,789		356,750
Meritage Homes Corp.(a)		4,920		177,071
Mid-America Apartment Communities, Inc.		6,520		486,914
Stockland(b)		137,209		458,536
Sun Communities, Inc.		5,621		339,846
Wing Tai Holdings Ltd.		125,000		153,913
				5,733,216
SELF STORAGE–0.1%
Public Storage		500		92,425
Safestore Holdings PLC		53,910		194,936
				287,361
SINGLE FAMILY–0.1%
Fortune Brands Home & Security, Inc.		7,450		337,261
				6,357,838
UTILITIES–1.5%
ELECTRIC UTILITIES–0.8%
American Electric Power Co., Inc.		10,800		655,776
Edison International		16,900		1,106,612
EDP–Energias de Portugal SA		37,090		143,821
Electricite de France SA		9,370		257,941
Enel SpA		40,691		181,381
Westar Energy, Inc.		10,000		412,400
				2,757,931
GAS UTILITIES–0.2%
Atmos Energy Corp.		1,800		100,332
UGI Corp.		20,700		786,186
				886,518
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.3%
APR Energy PLC		29,787		85,944
Calpine Corp.(a)		36,286		803,009
NRG Energy, Inc.		9,608		258,936
				1,147,889
MULTI-UTILITIES–0.2%
CenterPoint Energy, Inc.		19,800		463,914
DTE Energy Co.		1,200		103,644
Public Service Enterprise Group, Inc.		3,500		144,935
				712,493
				5,504,831

13

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MATERIALS–1.5%
CHEMICALS–1.3%
Arkema SA(b)		3,556	$	235,183
BASF SE		1,060		88,914
CF Industries Holdings, Inc.		425		115,829
Chr Hansen Holding A/S		7,710		341,579
Denki Kagaku Kogyo KK		45,000		164,816
Eastman Chemical Co.		6,319		479,359
Essentra PLC		92,674		1,050,561
IMCD Group NV(a)		2,670		91,110
Incitec Pivot Ltd.		51,516		133,257
JSR Corp.		22,300		382,763
Koninklijke DSM NV		5,238		319,481
LyondellBasell Industries NV–Class A		8,300		658,937
Mitsubishi Gas Chemical Co., Inc.		26,000		130,491
Monsanto Co.		4,149		495,681
				4,687,961
METALS & MINING–0.1%
Alcoa, Inc.		8,700		137,373
Dowa Holdings Co., Ltd.		12,000		95,340
Rio Tinto PLC		5,900		271,973
Tata Steel Ltd.		13,680		86,112
				590,798
PAPER & FOREST PRODUCTS–0.1%
Mondi PLC		13,260		215,415
				5,494,174
TELECOMMUNICATION SERVICES–1.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		39,900		1,340,241
Bezeq The Israeli Telecommunication Corp., Ltd.		63,518		112,669
CenturyLink, Inc.		3,700		146,446
Nippon Telegraph & Telephone Corp.		10,200		521,043
Telecom Italia SpA (savings shares)		363,220		303,668
Telenor ASA		6,620		133,913
Vivendi SA(a)		17,484		435,186
				2,993,166
WIRELESS TELECOMMUNICATION SERVICES–0.6%
China Mobile Ltd.		17,000		199,557
SoftBank Corp.		11,000		654,756
Turkcell Iletisim Hizmetleri AS(a)		21,330		130,166
Vodafone Group PLC		155,343		532,613
Vodafone Group PLC (Sponsored ADR)		16,900	$	577,473
				2,094,565
				5,087,731
OFFICE–1.1%
OFFICE–1.1%
Allied Properties Real Estate Investment Trust		7,776		250,588
Boston Properties, Inc.		1,764		227,009
Columbia Property Trust, Inc.		14,500		367,575
Cousins Properties, Inc.		8,040		91,817
Dream Office Real Estate Investment Trust		9,836		212,924
Entra ASA(a)(c)		18,146		186,256
Fabege AB		21,670		278,212
Hongkong Land Holdings Ltd.		70,000		471,627
Hudson Pacific Properties, Inc.		6,170		185,470
Investa Office Fund		50,000		147,611
Japan Excellent, Inc.		186		247,975
Japan Real Estate Investment Corp.		51		245,732
Kenedix Office Investment Corp.–Class A		59		333,949
Kilroy Realty Corp.		1,320		91,172
NTT Urban Development Corp.		11,000		110,777
Parkway Properties, Inc./Md		22,648		416,497
Workspace Group PLC		20,120		237,829
				4,103,020
LODGING–0.7%
LODGING–0.7%
Ashford Hospitality Prime, Inc.		21,984		377,245
Ashford Hospitality Trust, Inc.		35,531		372,365
Ashford, Inc.(a)		408		38,352
Chatham Lodging Trust		12,709		368,180
Hersha Hospitality Trust		54,290		381,659
Japan Hotel REIT Investment Corp.		252		161,666
Pebblebrook Hotel Trust		2,240		102,211
Starwood Hotels & Resorts Worldwide, Inc.		4,790		388,325
Wyndham Worldwide Corp.		5,520		473,395
				2,663,398
FINANCIAL: OTHER–0.1%
FINANCIAL: OTHER–0.1%
HFF, Inc.–Class A		8,480		304,602
MORTGAGE–0.1%
MORTGAGE–0.1%
Concentradora Hipotecaria SAPI de CV(a)		104,000		172,702
Total Common Stocks (cost $187,529,465)				230,223,280

14

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
CORPORATES– INVESTMENT GRADE–8.9%
INDUSTRIAL–5.6%
BASIC–0.6%
Barrick Gold Corp. 4.10%, 5/01/23	U.S.$		45	$	43,794
Basell Finance Co. BV 8.10%, 3/15/27(c)			145		194,309
Cia Minera Milpo SAA 4.625%, 3/28/23(c)			240		235,543
Dow Chemical Co. (The) 4.125%, 11/15/21			165		174,340
Glencore Funding LLC 4.125%, 5/30/23(c)			126		122,946
International Paper Co. 3.65%, 6/15/24			48		47,966
LyondellBasell Industries NV 5.75%, 4/15/24			435		497,506
Minsur SA 6.25%, 2/07/24(c)			333		359,546
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(c)			237		227,547
Vale SA 5.625%, 9/11/42			51		47,502
Yamana Gold, Inc. 4.95%, 7/15/24			277		270,346
					2,221,345
CAPITAL GOODS–0.1%
Odebrecht Finance Ltd. 5.25%, 6/27/29(c)			217		189,766
Owens Corning 6.50%, 12/01/16(f)			11		11,985
Republic Services, Inc. 3.80%, 5/15/18			17		17,986
					219,737
COMMUNICATIONS– MEDIA–1.0%
21st Century Fox America, Inc. 3.00%, 9/15/22			400		397,302
6.15%, 2/15/41			130		165,444
CBS Corp. 5.75%, 4/15/20			250		284,942
Comcast Corp. 5.15%, 3/01/20			451		510,767
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.80%, 3/15/22			75		76,303
4.45%, 4/01/24			107		111,955
5.00%, 3/01/21			290		316,245
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(c)(g)			221		231,055
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(c)(h)	U.S.$		233	$	241,737
Omnicom Group, Inc. 3.625%, 5/01/22			165		169,388
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			435		532,062
Time Warner Cable, Inc. 4.125%, 2/15/21			165		176,581
Time Warner, Inc. 4.70%, 1/15/21			123		134,632
7.625%, 4/15/31			110		153,355
Viacom, Inc. 3.875%, 4/01/24			110		110,423
5.625%, 9/15/19			83		93,214
WPP Finance 2010 4.75%, 11/21/21			77		84,192
					3,789,597
COMMUNICATIONS– TELE-COMMUNICATIONS–0.6%
American Tower Corp. 5.05%, 9/01/20			380		412,278
Deutsche Telekom International Finance BV 4.875%, 3/06/42(c)			490		523,776
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		46		41,790
SBA Tower Trust 2.898%, 10/15/19(c)	U.S.$		251		251,658
Telefonica Emisiones SAU 5.462%, 2/16/21			185		206,274
Verizon Communications, Inc. 3.50%, 11/01/24			418		410,685
6.55%, 9/15/43			297		380,501
					2,226,962
CONSUMER CYCLICAL– AUTOMOTIVE–0.3%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			915		1,059,376
CONSUMER CYCLICAL– RETAILERS–0.1%
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			201		208,914
Walgreens Boots Alliance, Inc./old 3.80%, 11/18/24			320		326,368
					535,282
CONSUMER NON-CYCLICAL–0.8%
Actavis Funding SCS 3.85%, 6/15/24			89		89,455
Altria Group, Inc. 2.625%, 1/14/20			320		320,929
Bayer US Finance LLC 3.375%, 10/08/24(c)			321		326,641

15

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Becton Dickinson and Co. 3.734%, 12/15/24	U.S.$		141	$	145,170
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			69		70,498
8.50%, 6/15/19			153		187,508
Grupo Bimbo SAB de CV 3.875%, 6/27/24(c)			339		340,332
Medtronic, Inc. 3.50%, 3/15/25(c)			320		327,350
Perrigo Finance PLC 3.50%, 12/15/21			300		303,499
Reynolds American, Inc. 3.25%, 11/01/22			220		214,289
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			121		127,605
Tyson Foods, Inc. 2.65%, 8/15/19			64		64,583
3.95%, 8/15/24			206		212,947
					2,730,806
ENERGY–1.3%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			111		94,563
Encana Corp. 3.90%, 11/15/21			140		137,974
Energy Transfer Partners LP 7.50%, 7/01/38			248		307,801
Enterprise Products Operating LLC 5.20%, 9/01/20			185		204,034
Kinder Morgan Energy Partners LP 2.65%, 2/01/19			302		297,565
3.95%, 9/01/22			424		420,422
6.85%, 2/15/20			330		379,046
Marathon Petroleum Corp. 5.125%, 3/01/21			163		178,165
Nabors Industries, Inc. 5.10%, 9/15/23			168		159,508
Noble Energy, Inc. 3.90%, 11/15/24			170		168,019
8.25%, 3/01/19			374		448,389
Noble Holding International Ltd. 3.95%, 3/15/22			202		176,963
4.90%, 8/01/20			36		33,732
Reliance Holding USA, Inc. 5.40%, 2/14/22(c)			315		340,990
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			295		297,346
TransCanada PipeLines Ltd. 6.35%, 5/15/67			120		116,400
Transocean, Inc. 6.375%, 12/15/21			2		1,845
6.50%, 11/15/20			300		282,890
Valero Energy Corp. 6.125%, 2/01/20	U.S.$		175	$	198,469
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			285		338,033
Williams Partners LP 4.125%, 11/15/20			155		158,797
					4,740,951
OTHER INDUSTRIAL–0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(c)			320		317,363
TECHNOLOGY–0.5%
Agilent Technologies, Inc. 5.00%, 7/15/20			71		77,236
Hewlett-Packard Co. 4.65%, 12/09/21			114		122,067
KLA-Tencor Corp. 4.65%, 11/01/24			320		331,279
Motorola Solutions, Inc. 3.50%, 3/01/23			300		295,305
7.50%, 5/15/25			35		43,078
Seagate HDD Cayman 4.75%, 1/01/25(c)			127		130,831
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			108		112,967
Tencent Holdings Ltd. 3.375%, 5/02/19(c)			335		340,506
Total System Services, Inc. 2.375%, 6/01/18			141		139,793
3.75%, 6/01/23			139		136,208
					1,729,270
TRANSPORTATION– AIRLINES–0.0%
Southwest Airlines Co. 5.75%, 12/15/16			155		167,470
TRANSPORTATION– SERVICES–0.2%
Asciano Finance Ltd.
3.125%, 9/23/15(c)			237		239,769
5.00%, 4/07/18(c)			230		247,263
Ryder System, Inc.
5.85%, 11/01/16			127		137,145
7.20%, 9/01/15			127		132,347
					756,524
					20,494,683
FINANCIAL INSTITUTIONS–2.7%
BANKING–1.7%
Barclays Bank PLC 6.625%, 3/30/22(c)	EUR		160		249,776
Compass Bank 5.50%, 4/01/20	U.S.$		314		341,670

16

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Countrywide Financial Corp. 6.25%, 5/15/16	U.S.$		92	$	97,643
Credit Suisse AG 6.50%, 8/08/23(c)			267		290,517
Goldman Sachs Group, Inc. (The)
5.75%, 1/24/22			335		387,524
Series D 6.00%, 6/15/20			440		508,652
ING Bank NV 2.00%, 9/25/15(c)			480		483,846
Macquarie Bank Ltd. 5.00%, 2/22/17(c)			90		95,994
Macquarie Group Ltd. 4.875%, 8/10/17(c)			194		207,442
Morgan Stanley 5.625%, 9/23/19			168		189,637
Series G 5.50%, 7/24/20			189		213,235
Murray Street Investment Trust I 4.647%, 3/09/17			44		46,437
National Capital Trust II Delaware 5.486%, 3/23/15(c)(h)			91		91,455
Nationwide Building Society 6.25%, 2/25/20(c)			465		545,456
Nordea Bank AB 6.125%, 9/23/24(c)(h)			200		197,850
PNC Bank NA 3.80%, 7/25/23			685		706,096
Rabobank Capital Funding Trust III 5.254%, 10/21/16(c)(h)			190		197,220
Standard Chartered PLC 4.00%, 7/12/22(c)			470		477,868
UBS AG/Stamford CT 7.625%, 8/17/22			380		447,395
Wells Fargo Bank NA 6.18%, 2/15/36			250		325,339
					6,101,052
BROKERAGE–0.1%
Nomura Holdings, Inc. 2.00%, 9/13/16			468		471,775
FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(c)			173		198,318
INSURANCE–0.6%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16			160		174,665
American International Group, Inc. 4.875%, 6/01/22	U.S.$		155	$	174,118
6.40%, 12/15/20			300		357,741
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(c)(h)			320		332,800
Hartford Financial Services Group, Inc. (The) 4.00%, 3/30/15			95		95,751
5.125%, 4/15/22			180		202,336
5.50%, 3/30/20			242		273,481
Lincoln National Corp. 8.75%, 7/01/19			98		122,454
MetLife, Inc. 10.75%, 8/01/39			70		113,750
Prudential Financial, Inc. 5.625%, 6/15/43			200		204,460
XLIT Ltd. 6.375%, 11/15/24			157		186,786
					2,238,342
OTHER FINANCE–0.1%
ORIX Corp. 4.71%, 4/27/15			336		339,999
REITS–0.1%
Health Care REIT, Inc. 5.25%, 1/15/22			300		333,355
Trust F/1401 5.25%, 12/15/24(c)			270		278,127
					611,482
					9,960,968
NON CORPORATE SECTORS–0.3%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.3%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			286		270,673
OCP SA 5.625%, 4/25/24(c)			335		351,750
Petrobras International Finance Co. SA 5.75%, 1/20/20			483		466,438
					1,088,861
UTILITY–0.3%
ELECTRIC–0.1%
CMS Energy Corp. 5.05%, 3/15/22			155		173,772
Constellation Energy Group, Inc. 5.15%, 12/01/20			89		98,541
Exelon Generation Co. LLC 4.25%, 6/15/22			128		133,015
Pacific Gas & Electric Co. 6.05%, 3/01/34			38		48,378
					453,706

17

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
NATURAL GAS–0.2%
Talent Yield Investments Ltd. 4.50%, 4/25/22(c)	U.S.$		490	$	512,971
					966,677
Total Corporates–Investment Grade (cost $31,041,637)					32,511,189
GOVERNMENTS–TREASURIES–6.6%
BRAZIL–0.2%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17	BRL		1,670		598,109
MEXICO–0.3%
Mexican Bonos Series M 10 7.75%, 12/14/17	MXN		13,442		995,042
UNITED STATES–6.1%
U.S. Treasury Bonds
2.75%, 8/15/42	U.S.$		280		279,913
3.00%, 11/15/44			503		528,937
3.125%, 2/15/43–8/15/44			1,185		1,274,614
3.375%, 5/15/44			234		263,320
3.625%, 8/15/43–2/15/44			1,380		1,622,693
4.50%, 2/15/36			223		297,444
4.625%, 2/15/40			3,320		4,513,125
5.375%, 2/15/31			891		1,241,901
U.S. Treasury Notes
1.25%, 10/31/18			1,115		1,107,770
1.50%, 1/31/19			288		288,113
1.625%, 8/31/19			545		545,596
2.00%, 11/15/21			645		647,368
2.25%, 11/15/24			985		991,618
2.375%, 8/15/24			694		706,443
2.50%, 8/15/23–5/15/24			6,181		6,368,299
2.75%, 2/15/24			1,597		1,680,679
					22,357,833
Total Governments–Treasuries (cost $22,183,239)					23,950,984
MORTGAGE PASS-THROUGHS–6.3%
AGENCY FIXED RATE 30-YEAR–5.8%
Federal Home Loan Mortgage Corp. Gold 4.50%, 9/01/44			586		643,384
Series 2005 5.50%, 1/01/35			363		409,996
Series 2007 5.50%, 7/01/35			37		41,645
Federal National Mortgage Association 3.00%, 11/01/42–8/01/43			2,594		2,627,755
3.50%, 1/01/45, TBA	U.S.$		4,807	$	5,010,922
4.00%, 1/01/45, TBA			5,884		6,279,310
4.50%, 11/01/43–10/01/44			1,171		1,288,405
4.50%, 1/25/45, TBA			1,592		1,728,066
5.00%, 12/01/39			243		268,125
Series 2004 5.50%, 2/01/34–11/01/34			137		153,682
Series 2007 5.50%, 1/01/37–8/01/37			507		570,265
Series 2008 5.50%, 8/01/37			218		245,006
Series 2012 3.00%, 11/01/42			611		619,565
Series 2014 4.50%, 2/01/44			110		120,084
Government National Mortgage Association 3.50%, 1/01/45, TBA			1,294		1,358,296
					21,364,506
AGENCY FIXED RATE 15-YEAR–0.5%
Federal National Mortgage Association 3.00%, 1/01/29, TBA			1,645		1,709,836
Total Mortgage Pass-Throughs (cost $22,680,385)					23,074,342
ASSET-BACKED SECURITIES–5.0%
AUTOS–FIXED RATE–3.0%
Ally Master Owner Trust
Series 2013-1, Class A2 1.00%, 2/15/18			390		390,480
Series 2014-1, Class A2 1.29%, 1/15/19			336		335,265
AmeriCredit Automobile Receivables Trust
Series 2011-3, Class D 4.04%, 7/10/17			320		325,749
Series 2013-3, Class A3 0.92%, 4/09/18			670		670,433
Series 2013-4, Class A3 0.96%, 4/09/18			275		275,353
Series 2013-5, Class A2A 0.65%, 3/08/17			85		84,769
Series 2014-1, Class A3 0.90%, 2/08/19			310		308,207
ARI Fleet Lease Trust Series 2014-A, Class A2 0.81%, 11/15/22(c)			149		148,390
Avis Budget Rental Car Funding AESOP LLC Series 2014-1A, Class A 2.46%, 7/20/20(c)			705		704,564

18

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19	U.S.$		203	$	202,415
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			570		571,316
Series 2014-1, Class B 2.22%, 1/22/19			80		80,702
Carfinance Capital Auto Trust Series 2013-1A, Class A 1.65%, 7/17/17(c)			71		71,462
Chrysler Capital Auto Receivables Trust Series 2014-BA, Class A2 0.69%, 9/15/17(c)			464		463,925
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20(c)			192		191,517
Series 2014-B, Class A 1.11%, 11/15/18(c)			159		158,509
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19(c)			214		214,047
Series 2014-2, Class A2 1.05%, 3/20/20(c)			270		269,656
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(c)			44		43,988
Series 2013-1A, Class A 1.29%, 10/16/17(c)			71		71,475
Series 2014-1A, Class A 1.29%, 5/15/18(c)			97		97,133
Series 2014-2A, Class A 1.06%, 8/15/18(c)			96		96,264
Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21			268		266,394
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(c)			80		79,960
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(c)	CAD		153		131,726
Series 2014-R2A, Class A1 1.353%, 3/15/16(c)			86		74,148
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17	U.S.$		244		243,403
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18	U.S.$		155	$	153,977
Series 2014-2, Class A 2.31%, 4/15/26(c)			286		287,216
Series 2014-B, Class A2 0.47%, 3/15/17			366		365,939
Ford Credit Floorplan Master Owner Trust Series 2013-1, Class A1 0.85%, 1/15/18			279		279,084
Series 2014-1, Class A1 1.20%, 2/15/19			322		320,957
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			270		269,487
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(c)			345		344,213
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			140		141,782
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(c)			714		713,977
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			521		522,486
Series 2013-5, Class A2A 0.64%, 4/17/17			61		60,574
Series 2014-2, Class A3 0.80%, 4/16/18			335		334,121
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18			634		631,314
					10,996,377
CREDIT CARDS– FLOATING RATE–0.5%
Barclays Dryrock Issuance Trust Series 2014-2, Class A 0.501%, 3/16/20(f)			337		337,000
Cabela’s Master Credit Card Trust Series 2012-1A, Class A2 0.691%, 2/18/20(c)(f)			325		327,256

19

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
First National Master Note Trust Series 2013-2, Class A 0.691%, 10/15/19(f)	U.S.$		346	$	346,808
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.861%, 2/15/17(c)(f)			490		490,193
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.541%, 12/15/19(f)			295		295,537
					1,796,794
AUTOS–FLOATING RATE–0.5%
Ally Master Owner Trust Series 2014-2, Class A 0.531%, 1/16/18(f)			630		629,704
GE Dealer Floorplan Master Note Trust Series 2012-4, Class A 0.606%, 10/20/17(f)			256		255,979
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.711%, 12/10/27(c)(f)			330		330,398
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.92%, 10/25/19(c)(f)			207		207,000
NCF Dealer Floorplan Master Trust Series 2014-1A, Class A 1.665%, 10/20/20(c)(f)			320		319,471
					1,742,552
CREDIT CARDS–FIXED RATE–0.4%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			141		140,880
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			326		329,054
Chase Issuance Trust Series 2014-A1, Class A1 1.15%, 1/15/19			270		269,995
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			379		378,716
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			310		311,741
Series 2013-A, Class A 1.61%, 12/15/21	U.S.$		246	$	244,351
					1,674,737
OTHER ABS–FIXED RATE–0.4%
CIT Equipment Collateral Series 2013-VT1, Class A3 1.13%, 7/20/20(c)			466		466,483
Series 2014-VT1, Class A2 0.86%, 5/22/17(c)			319		318,980
CNH Capital Canada Receivables Trust Series 2014-1A, Class A1 1.388%, 3/15/17(c)	CAD		135		116,079
CNH Equipment Trust Series 2014-B, Class A4 1.61%, 5/17/21	U.S.$		210		209,034
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(c)			307		307,179
					1,417,755
OTHER ABS–FLOATING RATE–0.1%
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.546%, 7/20/19(f)			407		406,607
HOME EQUITY LOANS–FLOATING RATE–0.1%
GSAA Trust Series 2006-5, Class 2A3 0.44%, 3/25/36(f)			381		261,812
Residential Asset Securities Corp. Trust Series 2003-KS3, Class A2 0.77%, 5/25/33(f)			1		830
					262,642
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			81		81,555
Total Asset-Backed Securities (cost $18,412,961)					18,379,019
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.4%
NON-AGENCY FIXED RATE CMBS–2.9%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			553		603,156

20

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Series 2007-5, Class AM 5.772%, 2/10/51	U.S.$		150	$	158,282
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			184		188,807
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33(c)			335		338,079
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35(c)			495		508,329
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.771%, 3/15/49			261		272,449
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.766%, 5/15/46			277		300,321
Commercial Mortgage Loan Trust Series 2008-LS1, Class A1A 6.04%, 12/10/49			1,013		1,106,441
Commercial Mortgage Pass-Through Certificates Series 2013-SFS, Class A1 1.873%, 4/12/35(c)			215		210,677
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.702%, 6/15/39			155		162,466
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(c)			330		325,881
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(c)			492		497,047
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(c)			276		276,310
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41(c)	U.S.$		109	$	108,802
Series 2005-CB11, Class A4 5.335%, 8/12/37			63		63,384
Series 2007-CB19, Class AM 5.698%, 2/12/49			175		184,784
Series 2007-LD12, Class AM 6.011%, 2/15/51			280		305,056
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			592		633,212
Series 2008-C2, Class A1A 5.998%, 2/12/51			270		296,545
Series 2010-C2, Class A1 2.749%, 11/15/43(c)			269		272,422
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31			606		620,204
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41(c)			188		189,616
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			317		335,534
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			594		626,390
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25 (c)			480		478,464
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			86		86,880
Series 2012-C4, Class A5 2.85%, 12/10/45			168		167,289
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			616		638,175
WFRBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			456		469,446

21

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

			Principal Amount (000)		U.S. $ Value
Series 2014-C20, Class A2 3.036%, 5/15/47	U.S.$			206	$	212,923
						10,637,371
NON-AGENCY FLOATING RATE CMBS–0.5%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.485%, 11/15/19(c)(f)				169		168,343
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.059%, 6/11/27(c)(f)				208		208,050
Series 2014-SAVA, Class A 1.311%, 6/15/34(c)(f)				191		190,831
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.857%, 12/05/31(c)(f)				250		249,185
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.081%, 6/15/29(c)(f)				339		338,681
PFP III Ltd. Series 2014-1, Class A 1.331%, 6/14/31(c)(f)				381		379,706
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.212%, 4/15/32(c)(f)				157		155,434
Starwood Retail Property Trust Series 2014-STAR, Class A 1.381%, 11/15/27(c)(f)				183		182,536
						1,872,766
Total Commercial Mortgage-Backed Securities (cost $12,706,828)						12,510,137
CORPORATES– NON-INVESTMENT GRADE–1.5%
FINANCIAL INSTITUTIONS–0.9%
BANKING–0.8%
ABN AMRO Bank NV 4.31%, 3/10/16(h)		EUR		63		77,185
Bank of America Corp. Series Z 6.50%, 10/23/24(h)	U.S.$			128	$	130,291
Bank of Ireland 2.08%, 9/22/15(e)(f)		CAD		185		154,459
Barclays Bank PLC 6.86%, 6/15/32(c)(h)	U.S.$			44		48,840
7.625%, 11/21/22				239		261,329
7.75%, 4/10/23				305		332,450
BNP Paribas SA 5.186%, 6/29/15(c)(h)				128		128,000
Credit Agricole SA 7.875%, 1/23/24(c)(h)				205		208,075
Danske Bank A/S 5.684%, 2/15/17(h)		GBP		71		113,427
HBOS Capital Funding LP 4.939%, 5/23/16(h)		EUR		298		360,234
Intesa Sanpaolo SpA 5.017%, 6/26/24(c)	U.S.$			339		329,005
LBG Capital No.1 PLC 8.00%, 6/15/20(c)(h)				94		100,110
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(c)				215		244,329
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15(c)(h)				185		185,925
Societe Generale SA 4.196%, 1/26/15(h)		EUR		102		123,425
5.922%, 4/05/17(c)(h)	U.S.$			100		103,688
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(c)				230		245,022
						3,145,794
FINANCE–0.1%
AerCap Aviation Solutions BV 6.375%, 5/30/17				200		211,500
International Lease Finance Corp. 5.875%, 4/01/19				93		100,208
						311,708
						3,457,502
INDUSTRIAL–0.5%
BASIC–0.0%
Novelis, Inc. 8.375%, 12/15/17				29		30,087
COMMUNICATIONS– MEDIA–0.1%
CSC Holdings LLC 8.625%, 2/15/19				44		51,150
Numericable-SFR 5.375%, 5/15/22 (c)		EUR		195		243,510
Univision Communications, Inc. 6.875%, 5/15/19(c)	U.S.$			102		106,208
						400,868

22

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
COMMUNICATIONS–TELE– COMMUNICATIONS–0.1%
Sprint Corp. 7.875%, 9/15/23	U.S.$		205	$	202,376
Telecom Italia Capital SA 6.00%, 9/30/34			65		65,000
					267,376
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
General Motors Co. 3.50%, 10/02/18			130		132,600
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			60		63,600
					196,200
CONSUMER CYCLICAL–OTHER–0.1%
KB Home 4.75%, 5/15/19			107		105,395
MCE Finance Ltd. 5.00%, 2/15/21(c)			210		197,400
					302,795
CONSUMER NON- CYCLICAL–0.0%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			56		57,960
ENERGY– 0.1%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24			129		130,935
California Resources Corp. 5.50%, 9/15/21(c)			89		76,095
Paragon Offshore PLC 6.75%, 7/15/22(c)			18		10,980
7.25%, 8/15/24(c)			116		69,600
SM Energy Co. 6.50%, 1/01/23			14		13,440
					301,050
SERVICES–0.0%
Sabre GLBL, Inc. 8.50%, 5/15/19(c)			118		126,260
TRANSPORTATION– SERVICES–0.0%
Hertz Corp. (The) 6.75%, 4/15/19			113		116,390
					1,798,986
UTILITY–0.1%
ELECTRIC–0.1%
AES Corp./VA 7.375%, 7/01/21			119		134,470
NRG Energy, Inc. 6.25%, 5/01/24(c)	U.S.$		92	$	93,610
					228,080
Total Corporates–Non-Investment Grade (cost $5,469,063)					5,484,568
INFLATION-LINKED SECURITIES–1.1%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $4,230,869)			4,141		4,095,017
COLLATERALIZED MORTGAGE OBLIGATIONS–1.1%
NON-AGENCY FIXED RATE–0.5%
Alternative Loan Trust Series 2005-20CB, Class 3A6 5.50%, 7/25/35			54		50,626
Series 2005-57CB, Class 4A3 5.50%, 12/25/35			141		129,795
Series 2006-24CB, Class A16 5.75%, 6/25/36			211		185,908
Series 2006-28CB, Class A14 6.25%, 10/25/36			145		124,078
Series 2006-J1, Class 1A13 5.50%, 2/25/36			135		121,859
Chase Mortgage Finance Trust Series 2007-S5, Class 1A17 6.00%, 7/25/37			70		60,850
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.552%, 5/25/35			29		27,922
Countrywide Home Loan Mortgage Pass-Through Trust Series 2006-10, Class 1A8 6.00%, 5/25/36			122		111,438
Series 2006-13, Class 1A18 6.25%, 9/25/36			187		173,188
Series 2006-13, Class 1A19 6.25%, 9/25/36			67		62,287

23

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Series 2007-HYB2, Class 3A1 2.581%, 2/25/47	U.S.$		296	$	245,009
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			250		210,489
JP Morgan Mortgage Trust Series 2007-S3, Class 1A8 6.00%, 8/25/37			95		86,727
Wells Fargo Mortgage Backed Securities Trust Series 2007-8, Class 2A5 5.75%, 7/25/37			91		89,056
					1,679,232
GSE RISK SHARE FLOATING RATE–0.3%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.405%, 11/25/23(f)			340		342,923
Series 2014-DN3, Class M3 4.17%, 8/25/24(f)			330		310,435
Series 2014-HQ3, Class M3 4.92%, 10/25/24(f)			256		251,417
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M1 1.37%, 7/25/24(f)			121		120,236
Series 2014-C04, Class 1M2 5.055%, 11/25/24(f)			255		256,538
					1,281,549
NON-AGENCY FLOATING RATE–0.3%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.36%, 12/25/36(f)			412		249,164
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.42%, 3/25/35(f)			207		184,538
IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.29%, 7/25/36(f)	U.S.$		304	$	233,374
Series 2006-AR27, Class 2A2 0.37%, 10/25/36(f)			325		277,960
					945,036
AGENCY FIXED RATE–0.0%
Federal National Mortgage Association REMICS Series 2010-117, Class DI 4.50%, 5/25/25(i)			1,029		113,359
Total Collateralized Mortgage Obligations (cost $4,083,171)					4,019,176
QUASI- SOVEREIGNS–0.6%
QUASI-SOVEREIGN BONDS–0.6%
CHILE–0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(c)			340		351,914
CHINA–0.1%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23(c)			480		502,826
MALAYSIA–0.2%
Petronas Capital Ltd. 5.25%, 8/12/19(c)			460		509,546
MEXICO–0.1%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			312		311,140
UNITED ARAB EMIRATES–0.1%
IPIC GMTN Ltd. 3.75%, 3/01/17(c)			465		485,344
Total Quasi-Sovereigns (cost $2,046,434)					2,160,770
GOVERNMENTS– SOVEREIGN AGENCIES–0.2%
ISRAEL–0.1%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(c)			320		322,400
CANADA – 0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(c)			125		126,250

24

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
COLOMBIA–0.0%
Ecopetrol SA 5.875%, 5/28/45	U.S.$		94	$	87,420
Total Governments–Sovereign Agencies (cost $546,921)					536,070
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.2%
UNITED STATES–0.2%
State of California (State of California) Series 2010 7.625%, 3/01/40 (cost $350,562)			345		529,575
EMERGING MARKETS– CORPORATE BONDS – 0.1%
INDUSTRIAL–0.1%
COMMUNICATIONS– TELE- COMMUNICATIONS–0.1%
Comcel Trust via Comunicaciones Celulares SA 6.875%, 2/06/24 (c)			200		209,500
CONSUMER NON-CYCLICAL–0.0%
Marfrig Overseas Ltd. 9.50%, 5/04/20 (c)			195		196,950
Total Emerging Markets–Corporate Bonds (cost $391,290)					406,450
		Shares
PREFERRED STOCKS–0.1%
Financial Institutions–0.1%
INSURANCE–0.1%
Allstate Corp. (The) 5.10% (b) (cost $179,024)			6,700		169,711
SHORT-TERM INVESTMENTS–5.4%
TIME DEPOSIT–4.7%
State Street Time Deposit 0.01%, 1/02/15 (cost $17,106,880)	U.S.$		17,107	$	17,106,880
CERTIFICATES OF DEPOSIT–0.7%
Wells Fargo Bank NA 0.23%, 4/08/15			1,380		1,380,000
Svenska Handelsbanken/New York 0.225%, 3/23/15			1,313		1,313,015
Total Certificates of Deposit (cost $2,693,015)					2,693,015
Total Short-Term Investments (cost $19,799,895)					19,799,895
Total Investments Before Security Lending Collateral for Securities Loaned–103.5% (cost $331,651,744)					377,850,183
		Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.9%
INVESTMENT COMPANIES–0.9%
AB Exchange Reserves–Class I, 0.07%(j)(k) (cost $3,292,016)			3,292,016		3,292,016
TOTAL INVESTMENTS–104.4%
(cost $334,943,760)					381,142,199
Other assets less liabilities–(4.4)%					(15,897,585	)
NET ASSETS–100.0%				$	365,244,614

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. Long Bond (CBT) Futures		4		March 2015	$	560,514	$	578,250	$	17,736
U.S. T-Note 2 Yr (CBT) Futures		3		March 2015		655,832		655,781		(51	)
U.S. T-Note 5 Yr (CBT) Futures		75		March 2015		8,918,006		8,919,727		1,721

25

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Type	Number of Contracts		Expiration Month		Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Note 10 Yr (CBT) Futures		32		March 2015	$	4,032,204	$	4,057,500	$	(25,296	)
									$	(5,890	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	JPY	400,000	USD	3,740		1/15/15	$	399,867
BNP Paribas SA	KRW	297,805	USD	273		2/17/15		1,797
BNP Paribas SA	USD	435	AUD	508		2/18/15		(21,676	)
Citibank	CHF	365	USD	372		2/18/15		5,017
Citibank	USD	684	AUD	784		2/18/15		(46,340	)
Citibank	USD	580	SEK	4,284		2/18/15		(30,422	)
Deutsche Bank AG	GBP	870	USD	1,377		2/18/15		21,783
Deutsche Bank AG	CAD	732	USD	636		3/18/15		7,473
Goldman Sachs Bank USA	BRL	2,204	USD	830		1/05/15		625
Goldman Sachs Bank USA	USD	830	BRL	2,204		1/05/15		(1,000	)
Goldman Sachs Bank USA	EUR	858	USD	1,077		1/09/15		38,934
Goldman Sachs Bank USA	BRL	2,204	USD	823		2/03/15		341
Goldman Sachs Bank USA	JPY	203,556	USD	1,782		2/18/15		81,673
Goldman Sachs Bank USA	AUD	452	USD	373		3/18/15		5,619
Goldman Sachs Bank USA	JPY	53,973	USD	476		3/18/15		25,479
HSBC Bank USA	HKD	3,923	USD	506		2/18/15		144
HSBC Bank USA	JPY	82,789	USD	723		2/18/15		31,106
JPMorgan Chase Bank	BRL	1,853	USD	725		1/05/15		27,950
JPMorgan Chase Bank	USD	698	BRL	1,853		1/05/15		(524	)
JPMorgan Chase Bank	GBP	545	USD	863		2/18/15		13,631
Morgan Stanley & Co., Inc.	BRL	1,007	USD	372		2/18/15		(1,939	)
Royal Bank of Scotland PLC	MXN	10,050	USD	690		1/15/15		8,810
Royal Bank of Scotland PLC	USD	1,294	MXN	17,745		1/15/15		(92,437	)
Royal Bank of Scotland PLC	EUR	502	USD	631		2/18/15		23,269
Royal Bank of Scotland PLC	USD	861	CHF	825		2/18/15		(30,216	)
Royal Bank of Scotland PLC	USD	684	NZD	878		2/18/15		(2,498	)
Royal Bank of Scotland PLC	EUR	294	USD	370		3/18/15		13,620
Royal Bank of Scotland PLC	USD	407	NZD	536		3/18/15		8,276
Standard Chartered Bank	KRW	160,738	USD	149		2/17/15		1,870
Standard Chartered Bank	CNY	3,289	USD	534		2/18/15		468
Standard Chartered Bank	USD	518	HKD	4,015		2/18/15		128
Standard Chartered Bank	USD	666	SGD	861		2/18/15		(16,690	)
State Street Bank & Trust Co.	BRL	352	USD	136		1/05/15		3,922
State Street Bank & Trust Co.	CAD	743	USD	654		1/14/15		14,722
State Street Bank & Trust Co.	MXN	17,619	USD	1,296		1/15/15		102,523
State Street Bank & Trust Co.	MXN	4,578	USD	309		1/15/15		(1,122	)
State Street Bank & Trust Co.	GBP	177	USD	279		1/27/15		2,490
State Street Bank & Trust Co.	USD	186	GBP	119		1/27/15		(784	)
State Street Bank & Trust Co.	AUD	204	USD	166		2/18/15		(236	)

26

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	EUR	868	USD	1,073		2/18/15	$	21,834
State Street Bank & Trust Co.	GBP	210	USD	329		2/18/15		1,820
State Street Bank & Trust Co.	HKD	14,946	USD	1,928		2/18/15		531
State Street Bank & Trust Co.	JPY	40,780	USD	356		2/18/15		15,548
State Street Bank & Trust Co.	NOK	1,546	USD	225		2/18/15		17,350
State Street Bank & Trust Co.	USD	1,275	AUD	1,488		2/18/15		(64,103	)
State Street Bank & Trust Co.	USD	1,214	CHF	1,175		2/18/15		(31,706	)
State Street Bank & Trust Co.	USD	1,207	EUR	970		2/18/15		(32,857	)
State Street Bank & Trust Co.	USD	226	GBP	143		2/18/15		(2,891	)
State Street Bank & Trust Co.	USD	253	JPY	30,038		2/18/15		(2,184	)
State Street Bank & Trust Co.	USD	246	NOK	1,686		2/18/15		(19,681	)
State Street Bank & Trust Co.	USD	83	NZD	108		2/18/15		1,154
State Street Bank & Trust Co.	USD	255	SEK	1,887		2/18/15		(13,227	)
State Street Bank & Trust Co.	EUR	412	USD	507		3/18/15		8,091
State Street Bank & Trust Co.	GBP	253	USD	396		3/18/15		1,926
State Street Bank & Trust Co.	JPY	21,125	USD	180		3/18/15		3,124
State Street Bank & Trust Co.	NOK	1,045	USD	152		3/18/15		11,701
State Street Bank & Trust Co.	SEK	1,828	USD	243		3/18/15		8,910
State Street Bank & Trust Co.	USD	313	CHF	300		3/18/15		(10,905	)
State Street Bank & Trust Co.	USD	100	NZD	128		3/18/15		(722	)
UBS AG	JPY	48,988	USD	423		2/18/15		14,145
							$	523,511

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/ (Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at December 31, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		3.01	%	$	2,871	$	(208,092	)	$	(116,309	)
CDX-NAIG Series 22, 5 Year Index, 6/20/19*		(1.00	)%		0.58	%		4,100		(74,875	)		(23,069	)
										$  (282,967)			$  (139,378)

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date	Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	$	690	12/18/17	1.164%	3 Month LIBOR	$	1,923
Morgan Stanley & Co., LLC/(CME Group)	NZD	1,810	9/25/19	3 Month BKBM	4.390%		42,571

27

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

				Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date	Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	CAD	2,160	10/03/19	1.993%	3 Month CDOR	$	(24,081	)
Morgan Stanley & Co., LLC/(CME Group)	$	1,650	10/07/19	3 Month LIBOR	1.935%		22,283
Morgan Stanley & Co., LLC/(CME Group)	NZD	1,220	9/25/24	4.628%	3 Month BKBM		(51,774	)
						$	(9,078	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at December 31, 2014			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
BNP Paribas SA:
Anadarko Petroleum Corp. 5.95%, 9/15/16, 9/20/17*		1.00	%		0.60	%	$	530	$	6,931	$	(9,758	)	$	16,689
Credit Suisse International
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.84			142		920		(1,714	)		2,634
									$	7,851	$	(11,472	)	$	19,323

* Termination date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank	$	1,970		1/30/17		1.059	%		3 Month LIBOR	$	(13,087	)
JPMorgan Chase Bank		2,200		2/07/22		2.043	%		3 Month LIBOR		(15,437	)
										$	(28,524	)

28

AllianceBernstein Variable Products Series Fund

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the aggregate market value of these securities amounted to $27,760,120 or 7.6% of net assets.

(d) Fair valued by the Adviser.

(e) Illiquid security.

(f) Floating Rate Security. Stated interest rate was in effect at December 31, 2014.

(g) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at December 31, 2014.

(h) Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(i) IO - Interest Only.

(j) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(k) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

SGD—Singapore Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-NAHY—North American High Yield Credit Default Swap Index

CDX-NAIG—North American Investment Grade Credit Default Swap Index

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GDR—Global Depositary Receipt

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

REG—Registered Shares

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

29

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value Unaffiliated issuers (cost $331,651,744)	$	377,850,183	(a)
Affiliated issuers (cost $3,292,016—investment of cash collateral for securities loaned)		3,292,016
Cash		15,804
Due from broker		172,205	(b)
Foreign currencies, at value (cost $4,095,051)		3,925,165
Receivable for investment securities sold and foreign currency transactions		2,440,163
Interest and dividends receivable		1,248,958
Unrealized appreciation on forward currency exchange contracts		947,671
Receivable for capital stock sold		180,445
Unrealized appreciation on credit default swaps		19,323
Receivable for variation margin on exchange-traded derivatives		5,025
Receivable from class action settlement proceeds		549
Total assets		390,097,507
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		20,445,252
Payable for collateral received on securities loaned		3,292,016
Unrealized depreciation on forward currency exchange contracts		424,160
Payable for capital stock redeemed		225,977
Advisory fee payable		171,313
Distribution fee payable		69,971
Unrealized depreciation on interest rate swaps		28,524
Administrative fee payable		12,310
Upfront premium received on credit default swaps		11,472
Payable for variation margin on exchange-traded derivatives		2,297
Transfer Agent fee payable		112
Accrued expenses		169,489
Total liabilities		24,852,893
NET ASSETS	$	365,244,614
COMPOSITION OF NET ASSETS
Capital stock, at par	$	30,292
Additional paid-in capital		282,715,520
Undistributed net investment income		5,789,511
Accumulated net realized gain on investment and foreign currency transactions		30,335,972
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		46,373,319
	$	365,244,614

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	36,882,159		3,032,593	$	12.16
B	$	328,362,455		27,259,335	$	12.05

(a) Includes securities on loan with a value of $3,131,803 (see Note E).

(b) Represents amounts on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

30

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $197,709)	$	5,585,750
Affiliated issuers		1,843
Interest		4,478,604
Securities lending income		51,054
Other income		1,129
		10,118,380
EXPENSES
Advisory fee (see Note B)		2,088,276
Distribution fee—Class B		852,412
Transfer agency—Class A		676
Transfer agency—Class B		5,960
Custodian		263,765
Printing		99,811
Audit and tax		95,770
Administrative		49,439
Legal		41,666
Directors’ fees		4,503
Miscellaneous		43,874
Total expenses		3,546,152
Net investment income		6,572,228
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		36,693,770	(a)
Futures		1,935
Swaps		(129,524	)
Foreign currency transactions		(570,128	)
Net change in unrealized appreciation/depreciation of:
Investments		(16,196,128	)
Futures		(20,552	)
Swaps		(127,112	)
Foreign currency denominated assets and liabilities		47,862
Net gain on investment and foreign currency transactions		19,700,123
Contributions from Adviser (see Note B)		4,610
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	26,276,961

(a) Net of foreign capital gains taxes of $17,592.

See notes to financial statements.

31

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS
	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	6,572,228		$	8,174,070
Net realized gain on investment and foreign currency transactions		35,996,053			69,320,025
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(16,295,930	)		3,853,752
Contributions from Adviser (see Note B)		4,610			–0	–
Net increase in net assets from operations		26,276,961			81,347,847
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,044,211	)		(1,021,098	)
Class B		(8,162,972	)		(11,602,037	)
Net realized gain on investment transactions
Class A		(5,792,408	)		–0	–
Class B		(52,203,889	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		13,594,406			(226,090,311	)
Total decrease		(27,332,113	)		(157,365,599	)
NET ASSETS
Beginning of period		392,576,727			549,942,326
End of period (including undistributed net investment income of $5,789,511 and $8,255,542, respectively)	$	365,244,614		$	392,576,727

See notes to financial statements.

32

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

33

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

34

AllianceBernstein Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stock:

Financials

$

24,078,717

$

12,360,672

$

–0

–

$

36,439,389

Consumer Discretionary

23,234,952

9,665,647

–0

–

32,900,599

Information Technology

28,862,967

3,301,479

–0

–

32,164,446

Health Care

22,324,509

4,671,177

–0

–

26,995,686

Industrials

12,952,478

9,786,005

–0

–

22,738,483

Consumer Staples

12,974,140

2,801,387

–0

–

15,775,527

Equity: Other

5,893,895

6,996,761

–0

–

12,890,656

Energy

10,246,274

1,939,018

–0

–

12,185,292

Retail

4,969,838

3,475,067

–0

–

8,444,905

Residential

3,225,910

3,048,067

83,861

6,357,838

Utilities

4,835,744

669,087

–0

–

5,504,831

Materials

1,978,289

3,515,885

–0

–

5,494,174

Telecommunication Services

2,064,160

3,023,571

–0

–

5,087,731

Office

2,029,308

2,073,712

–0

–

4,103,020

Lodging

2,501,732

161,666

–0

–

2,663,398

Financial: Other

304,602

–0

–

–0

–

304,602

Mortgage

–0

–

172,702

–0

–

172,702

Corporates—Investment Grade

–0

–

32,511,189

–0

–

32,511,189

Governments—Treasuries

–0

–

23,950,984

–0

–

23,950,984

Mortgage Pass-Throughs

–0

–

23,074,342

–0

–

23,074,342

Asset-Backed Securities

–0

–

15,940,465

2,438,554

18,379,019

Commercial Mortgage-Backed Securities

–0

–

10,107,756

2,402,381

12,510,137

Corporates—Non-Investment Grade

–0

–

5,484,568

–0

–

5,484,568

Inflation-Linked Securities

–0

–

4,095,017

–0

–

4,095,017

Collateralized Mortgage Obligations

–0

–

113,359

3,905,817

4,019,176

Quasi-Sovereigns

–0

–

2,160,770

–0

–

2,160,770

Governments—Sovereign Agencies

–0

–

536,070

–0

–

536,070

Local Governments—Municipal Bonds

–0

–

529,575

–0

–

529,575

Emerging Markets—Corporate Bonds

–0

–

406,450

–0

–

406,450

Preferred Stocks

169,711

–0

–

–0

–

169,711

Short-Term Investments:

Time Deposits

–0

–

17,106,880

–0

–

17,106,880

Certificates of Deposits

–0

–

2,693,015

–0

–

2,693,015

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

3,292,016

–0

–

–0

–

3,292,016

Total Investments in Securities

165,939,242

206,372,343

8,830,613

381,142,198

Other Financial Instruments*:

Assets:

Futures

19,457

–0

–

–0

–

19,457

#

Forward Currency Exchange Contracts

–0

–

947,671

–0

–

947,671

Centrally Cleared Interest Rate Swaps

–0

–

66,777

–0

–

66,777

#

Credit Default Swaps

–0

–

19,323

–0

–

19,323

Liabilities:

Futures

(25,347

)

–0

–

–0

–

(25,347

)#

Forward Currency Exchange Contracts

–0

–

(424,160

)

–0

–

(424,160

)

Centrally Cleared Credit Default Swaps

–0

–

(139,378

)

–0

–

(139,378

)#

Centrally Cleared Interest Rate Swaps

–0

–

(75,855

)

–0

–

(75,855

)#

Interest Rate Swaps

–0

–

(28,524

)

–0

–

(28,524

)

Total+

$

165,933,352

$

206,738,197

$

8,830,613

$

381,502,162

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

35

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/depreciation of exchange traded derivatives reported in the portfolio of investments.

+ There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks			Asset-Backed Securities			Commercial Mortgage-Backed Securities
Balance as of 12/31/13	$	–0	–	$	2,233,195		$	845,923
Accrued discounts/(premiums)		–0	–		6,363			(5,129	)
Realized gain (loss)		–0	–		7,769			3,442
Change in unrealized appreciation/depreciation		(76,336	)		(12,375	)		(60,357	)
Purchases		160,197			1,762,897			1,861,483
Sales		–0	–		(1,559,295	)		(242,981	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 12/31/14	$	83,861		$	2,438,554		$	2,402,381
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/14 *	$	(76,336	)	$	(11,300	)	$	(58,889	)
	Collateralized Mortgage Obligation			Total
Balance as of 12/31/13	$	1,527,063		$	4,606,181
Accrued discounts/(premiums)		18,528			19,762
Realized gain (loss)		720			11,931
Change in unrealized appreciation/depreciation		254			(148,814	)
Purchases		2,591,052			6,375,629
Sales		(231,800	)		(2,034,076	)
Transfers in to Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 12/31/14*	$	3,905,817		$	8,830,613
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/14	$	286		$	(146,239	)

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

As of December 31, 2014 all Level 3 securities were priced by third party vendors.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity

36

AllianceBernstein Variable Products Series Fund

determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

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BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Repurchase Agreements

It is the Portfolio’s policy that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2014, there were no expenses waived by the Adviser.

During the year ended December 31, 2014, the Adviser reimbursed the Portfolio $4,610 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $49,439.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $245,755, of which $185 and $75, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

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AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	186,634,377	$	223,414,558
U.S. government securities		239,286,807		244,733,975

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, swaps and foreign currency transactions) are as follows:

Cost	$	337,350,741
Gross unrealized appreciation	$	52,696,368
Gross unrealized depreciation		(8,904,910	)
Net unrealized appreciation	$	43,791,458

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

• Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearinghouse’s exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has

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AllianceBernstein Variable Products Series Fund

robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a 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) computed based on a contractually-based principal (or “notional”) amount. Interest rate 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).

During the year ended December 31, 2014, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the

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BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	86,234	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	101,202	*
Credit contracts					Receivable/Payable for variation margin on exchange-traded derivatives		139,378	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		947,671		Unrealized depreciation on forward currency exchange contracts		424,160
Interest rate contracts					Unrealized depreciation on interest rate swaps		28,524
Credit contracts	Unrealized appreciation on credit default swaps		19,323
Total		$	1,053,228			$	693,264

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

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AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(1,483	)	$	(5,890	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		3,418			(14,662	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		155,364			235,643
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(13,969	)		(119,508	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(115,555	)		(7,604	)
Total		$	27,775		$	87,979

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Futures:
Average original value of buy contracts	$	4,944,021
Average original value of sale contracts	$	6,090,112	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	22,864,117
Average principal amount of sale contracts	$	31,442,679
Interest Rate Swaps:
Average notional amount	$	4,170,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	5,282,592	(b)
Credit Default Swaps:
Average notional amount of sale contracts	$	617,252
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,346,000

(a) Positions were open for nine months during the year.

(b) Positions were open for six months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

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BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty	Derivative Assets Subject to a MA		Derivative Available  for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Goldman Sachs & Co**	$	5,025	$	–0	–	$	–0	–	$	–0	–	$	5,025
Total	$	5,025	$	–0	–	$	–0	–	$	–0	–	$	5,025
OTC Derivatives:
BNP Paribas SA	$	408,595	$	(21,676	)	$	–0	–	$	–0	–	$	386,919
Citibank		5,017		(5,017	)		–0	–		–0	–		–0	–
Credit Suisse International		920		–0	–		–0	–		–0	–		920
Deutsche Bank AG		29,256		–0	–		–0	–		–0	–		29,256
Goldman Sachs Bank USA		152,671		(1,000	)		–0	–		–0	–		151,671
HSBC Bank USA		31,250		–0	–		–0	–		–0	–		31,250
JPMorgan Chase Bank		41,581		(29,048	)		–0	–		–0	–		12,533
Royal Bank of Scotland PLC		53,975		(53,975	)		–0	–		–0	–		–0	–
Standard Chartered Bank		2,466		(2,466	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		215,646		(180,418	)		–0	–		–0	–		35,228
UBS AG		14,145		–0	–		–0	–		–0	–		14,145
Total	$	955,522	$	(293,600	)	$	–0	–	$	–0	–	$	661,922	^
Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security  Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	2,297	$	–0	–	$	(2,297	)	$	–0	–	$	–0	–
Total	$	2,297	$	–0	–	$	(2,297	)	$	–0	–	$	–0	–
OTC Derivatives:
BNP Paribas SA	$	21,676	$	(21,676	)	$	–0	–	$	–0	–	$	–0	–
Citibank		76,762		(5,017	)		–0	–		–0	–		71,745
Goldman Sachs Bank USA		1,000		(1,000	)		–0	–		–0	–		–0	–
JPMorgan Chase Bank		29,048		(29,048	)		–0	–		–0	–		–0	–
Morgan Stanley & Co., Inc.		1,939		–0	–		–0	–		–0	–		1,939
Royal Bank of Scotland PLC		125,151		(53,975	)		–0	–		–0	–		71,176
Standard Chartered Bank		16,690		(2,466	)		–0	–		–0	–		14,224
State Street Bank & Trust Co.		180,418		(180,418	)		–0	–		–0	–		–0	–
Total	$	452,684	$	(293,600	)	$	–0	–	$	–0	–	$	159,084	^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2014.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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

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AllianceBernstein Variable Products Series Fund

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).

3. Dollar Rolls

The Portfolio may enter into dollar rolls. 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. 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. Dollar rolls are speculative techniques. For the year ended December 31, 2014, the Portfolio earned drop income of $484,121 which is included in interest income in the accompanying statement of operations.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $3,131,803 and had received cash collateral which has been invested into AB Exchange Reserves of $3,292,016. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $51,054 and $1,843 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	2,813	$	41,618	$	41,139	$	3,292

45

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		33,121			80,998		$	438,040		$	1,056,312
Shares issued in reinvestment of dividends and distributions		571,624			79,898			6,836,617			1,021,098
Shares redeemed		(564,980	)		(616,652	)		(7,527,554	)		(7,969,589	)
Net increase (decrease)		39,765			(455,756	)	$	(252,897	)	$	(5,892,179	)
Class B
Shares sold		2,052,551			4,378,738		$	26,889,806		$	56,132,152
Shares issued in reinvestment of dividends and distributions		5,089,954			914,987			60,366,861			11,602,037
Shares redeemed		(5,629,147	)		(21,843,744	)		(73,409,364	)		(287,932,321	)
Net increase (decrease)		1,513,358			(16,550,019	)	$	13,847,303		$	(220,198,132	)

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

46

AllianceBernstein Variable Products Series Fund

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	12,624,188	$	12,623,135
Net long-term capital gains		54,579,292		–0	–
Total taxable distributions paid	$	67,203,480	$	12,623,135

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,435,504
Undistributed capital gains		29,655,522
Accumulated capital and other losses		(162,766	)(a)
Unrealized appreciation/(depreciation)		43,570,541	(b)
Total accumulated earnings/(deficit)	$	82,498,801

(a) As of December 31, 2014, the Portfolio had cumulative deferred losses on straddles of $162,766.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, partnerships, passive foreign investment companies (PFICs) and Treasury inflation-protected securities, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of corporate restructurings.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency and foreign capital gains tax, the tax treatment of swaps, partnerships and passive foreign investment companies (PFICs), paydown gain/loss reclassification and the tax treatment of corporate restructurings and clearing fees resulted in a net increase in undistributed net investment income and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

47

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$13.77			$12.12			$10.90			$11.48			$10.66
Income From Investment Operations
Net investment income (a)		.26			.23			.22			.23			.23
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.71			1.74			1.25			(.53	)		.88
Contributions from Adviser		.00	(b)		–0	–		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.97			1.97			1.47			(.30	)		1.11
Less: Dividends and Distributions
Dividends from net investment income		(.39	)		(.32	)		(.25	)		(.28	)		(.29	)
Distributions from net realized gain on investment transactions		(2.19	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(2.58	)		(.32	)		(.25	)		(.28	)		(.29	)
Net asset value, end of period		$12.16			$13.77			$12.12			$10.90			$11.48
Total Return
Total investment return based on net asset value (c)		7.37	%*		16.49	%		13.63	%		(2.81	)%*		10.61	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$36,882			$41,222			$41,801			$55,395			$68,914
Ratio to average net assets of:
Expenses		.71	%		.65	%		.65	%		.66	%		.68	%+
Net investment income		1.96	%		1.76	%		1.91	%		2.03	%		2.14	%+
Portfolio turnover rate**		114	%		117	%		90	%		94	%		101	%

See footnote summary on page 49.

48

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$13.65			$12.01			$10.80			$11.38			$10.58
Income From Investment Operations
Net investment income (a)		.22			.19			.19			.20			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.71			1.74			1.24			(.53	)		.87
Contributions from Adviser		.00	(b)		–0	–		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.93			1.93			1.43			(.33	)		1.07
Less: Dividends and Distributions
Dividends from net investment income		(.34	)		(.29	)		(.22	)		(.25	)		(.27	)
Distributions from net realized gain on investment and foreign currency transactions		(2.19	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(2.53	)		(.29	)		(.22	)		(.25	)		(.27	)
Net asset value, end of period		$12.05			$13.65			$12.01			$10.80			$11.38
Total Return
Total investment return based on net asset value (c)		7.11	%*		16.27	%		13.38	%		(3.06	)%*		10.30	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$328,363			$351,355			$508,141			$483,047			$518,572
Ratio to average net assets of:
Expenses		.96	%		.90	%		.90	%		.91	%		.93	%+
Net investment income		1.71	%		1.49	%		1.67	%		1.78	%		1.89	%+
Portfolio turnover rate**		114	%		117	%		90	%		94	%		101	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) 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.

* 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, 2014, December 31, 2011 and December 31, 2010 by 0.01%, 0.02% and 0.03%, respectively.

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

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

See notes to financial statements.

49

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Balanced Wealth Strategy Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Balanced Wealth Strategy Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Balanced Wealth Strategy Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

50

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 21.30% of dividends paid qualify for the dividends received deduction.

51

BALANCED WEALTH
STRATEGY PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Robert M. Keith, President and Chief Executive Officer
Michael J. Downey(1)	Garry L. Moody(1)
William H. Foulk, Jr.(1)	Earl D. Weiner(1)
D. James Guzy(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Daniel J. Loewy(2), Vice President Christopher H. Nikolich(2), Vice President Patrick J. Rudden(2), Vice President Vadim Zlotnikov(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Multi-Asset Solutions Team, comprised of senior portfolio managers. Significant day-to-day responsibilities for coordinating the Portfolio’s investments reside with Messrs. Daniel J. Loewy, Christopher H. Nikolich, Patrick J. Rudden and Vadim Zlotnikov.

52

BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007 and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

53

BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

54

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

55

BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Daniel J. Loewy 40	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Christopher H. Nikolich 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Patrick J. Rudden 52	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Vadim Zlotnikov 52	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of the ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI, and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

56

BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) at a meeting held on August 4-7, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

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BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the August 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Standard & Poor’s (S&P) 500 Index, the Barclays U.S. Aggregate Bond Index and the Portfolio’s blended benchmark (60% S&P 500 Index/40% Barclays U.S. Aggregate Bond Index), in each case for the 1-, 3- and 5-year periods ended May 31, 2014 and (in the case of comparisons with the indices) the since inception period (July 2004 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 5th quintile of the Performance Group and the 4th quintile of the Performance Universe for the 3-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio outperformed the Barclays U.S. Aggregate Bond Index in all periods. It lagged the S&P 500 Index in all periods and its blended benchmark in all periods except the 1-year period. Based on their review, the directors concluded that the Portfolio’s recent performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 1 basis point in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser pursuant to the Advisory Agreement was more than the Expense Group median.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style. The directors reviewed the relevant advisory fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which invest in equity and debt securities. The directors also noted that the Adviser advises a portfolio of another AllianceBernstein fund with a similar investment style for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the Portfolio’s investment classification/objective. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some

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AllianceBernstein Variable Products Series Fund

of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was higher than the Expense Group median and lower than the Expense Universe median. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

1. Management fees charged to institutional and other clients of the Adviser for like services;

2. Management fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

1 The information in the fee evaluation was completed on July 24, 2014 and discussed with the Board of Directors on August 5-7, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

4 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

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AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 06/30/14 ($MM)	Advisory Fee Based on % of Average Daily Net Assets	Category
Balanced Wealth Strategy Portfolio	$388.5	0.55% on 1st $2.5 billion	Balanced
		0.45% on next $2.5 billion
		0.40% on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,156 (0.010% of the Portfolio’s average daily net assets) for providing such services.

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. All share classes of the Portfolio were operating below their expense caps during the most recently completed fiscal year. Accordingly, the expense limitation was of no effect. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/13)		Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A    0.75%		0.65%	December 31
	Class B    1.00%		0.90%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁵ However, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

5 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser manages The AllianceBernstein Portfolios – Balanced Wealth Strategy (“TAP – Balanced Wealth Strategy”), a retail mutual fund which has a substantially similar investment style as the Portfolio.⁶ The Adviser also manages AllianceBernstein Global Risk Allocation Fund, Inc. (“Global Risk Allocation Fund, Inc.”), a retail mutual fund in the Balanced category. The advisory fee schedules of TAP – Balanced Wealth Strategy and Global Risk Allocation Fund, Inc. are shown in the table below.⁷

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
Balanced Wealth Strategy Portfolio	TAP—Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance
	Global Risk Allocation Fund, Inc.8	0.60% on first $200 million 0.50% on next $200 million 0.40% on the balance

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative services, but not for distribution services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Balanced Wealth Strategy Portfolio	Alliance Global Balance  Neutral9		0.70%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the Portfolio’s contractual management fee¹¹ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”)¹².

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

6 The AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

7 There was no change to the advisory fee schedule of AllianceBernstein Global Risk Allocation Fund, Inc. since the retail mutual fund had already lower breakpoints than that of the NYAG related category.

8 Prior to October 8, 2012, AllianceBernstein Global Risk Allocation Fund, Inc. was known as AllianceBernstein Balanced Shares, Inc. and had a different investment strategy that was similar to the Portfolio. The advisory fee schedule of the retail mutual fund was not affected by the NYAG settlement since the retail mutual fund had lower breakpoints than that of the NYAG related category

9 This ITM is privately placed or institutional.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

12 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

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AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee13		Lipper EG Median (%)		Lipper EG Rank
Balanced Wealth Strategy Portfolio		0.550		0.550		4/11

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

Portfolio	Total Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Balanced Wealth Strategy Portfolio		0.653		0.593		7/11		0.662		16/32

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $1,249,284 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $2,934,655 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year Class A total expense ratio.

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund characteristics.¹⁸ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

16 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2013.

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $480 billion as of June 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year net performance returns and rankings²⁰ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended May 31, 2014.²²

Portfolio	Portfolio Return (%)		Lipper PG Median (%)		Lipper PU Median (%)		Lipper PG Rank		Lipper PU Rank
Balanced Wealth Strategy Portfolio
1 year		13.90		13.31		13.30		5/11		14/32
3 year		8.61		10.18		9.17		9/10		19/29
5 year		12.10		12.49		12.26		8/10		17/27

Set forth below are the 1, 3 and 5 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2014.²³

	Periods Ending May 31, 2014 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy Portfolio		13.90		8.61		12.10		6.09
60% S&P 500 Stock Index / 40% Barclays U.S. Aggregate Index		13.16		10.60		13.11		7.09
S&P 500 Stock Index		20.45		15.15		18.40		7.72
Barclays U.S. Aggregate Index		2.71		3.55		4.96		4.93
Inception Date: July 1, 2004

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 29, 2014

20 The performance rankings are for the Class A shares of the Portfolio. The performance returns of the Portfolio shown were provided by Lipper.

21 The Portfolio’s PG/PU is identical to the Portfolio’s EG/EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns shown in the table are for the Class A shares of the Portfolio. The performance returns for the Portfolio and the benchmark were provided by the Adviser.

65

VPS-BW-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ DYNAMIC ASSET ALLOCATION PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

DYNAMIC ASSET ALLOCATION
PORTFOLIO	AllianceBernstein Variable Products Series  Fund

LETTER TO INVESTORS

February 10, 2014

The following is an update of AllianceBernstein Variable Products Series Fund—Dynamic Asset Allocation Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to maximize total return consistent with AllianceBernstein L.P’s (the “Adviser’s”) determination of reasonable risk. The Portfolio invests in a globally diversified portfolio of equity and debt securities, including exchange-traded funds (“ETFs”), and other financial instruments, and expects to enter into derivatives transactions, such as options, futures, forwards, or swap agreements to achieve market exposure. The Portfolio’s neutral weighting, from which it will make its tactical asset allocations, is 60% equity exposure and 40% debt exposure. Within these broad components, the Portfolio may invest in any type of security, including common and preferred stocks, warrants and convertible securities, government and corporate fixed-income securities, commodities, currencies, real estate-related securities and inflation-protected securities. The Portfolio may invest in U.S., non-U.S. and emerging market issuers. The Portfolio may invest in securities of companies across the capitalization spectrum, including smaller capitalization companies. The Portfolio expects its investments in fixed-income securities to have a broad range of maturities and quality levels. The Portfolio is expected to be highly diversified across industries, sectors and countries, and will choose its positions from several market indices worldwide in a manner that is intended to track the performance (before fees and expenses) of those indices.

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

The Portfolio expects to utilize derivatives and to invest in ETFs to a significant extent. Derivatives and ETFs may provide more efficient and economical exposure to market segments than direct investments, and the Portfolio’s market exposures may at times be achieved almost entirely through the use of derivatives or through the investments in ETFs. Derivatives transactions and ETFs may also be a quicker and more efficient way to alter the Portfolio’s exposure than buying and selling direct investments. As a result, the Adviser expects to use derivatives as one of the primary tools for adjusting the Portfolio’s exposure levels from its neutral weighting. The Adviser also expects to use direct investments and ETFs to adjust the Portfolio’s exposure levels. In determining when and to what extent to enter into derivatives transactions or to invest in ETFs, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. The Adviser will consider the impact of derivatives and ETFs in making its assessment of the Portfolio’s risks.

Currency exchange rate fluctuations can have a dramatic impact on returns, significantly adding to returns in some years and greatly diminishing them in others. To the extent that the Portfolio invests in non-U.S. dollar-denominated investments, the Adviser will integrate the risks of foreign currency exposures into its investment and asset allocation decision making. The Adviser may seek to hedge all or a portion of the currency exposure resulting from the Portfolio’s investments or decide not to hedge this exposure. The Adviser may also seek investment opportunities through currencies and currency-related derivatives.

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its primary benchmark, the Morgan Stanley Capital International (“MSCI”) World Index, its secondary benchmark, the Barclays U.S. Treasury Index and its blended benchmark, a 60% / 40% blend of the MSCI World Index and the Barclays U.S. Treasury Index, respectively, for the one-year period ended December 31, 2014, and since the Portfolio’s inception on April 1, 2011.

All share classes of the Portfolio underperformed the primary, secondary and blended benchmarks for the annual period. The Portfolio’s equity overweight added to performance, yet, within stocks, developed-international and emerging-market holdings detracted. Holdings in real

1

AllianceBernstein Variable Products Series  Fund

estate equities contributed to performance. The Portfolio’s diversification into high yield credit negatively impacted performance given the strong returns of U.S. equities, real estate investment trusts (“REITs”) and global bonds. An overweight to the U.S. dollar, as a result of currency hedging, contributed to performance.

During the annual period, the Portfolio utilized derivatives including futures and total return swaps for hedging and investment purposes; credit default swaps for investment purposes; and written options and interest rate swaps for hedging purposes, which all added to performance. Currencies for hedging and investment purposes, and purchased options for hedging purposes, detracted.

MARKET REVIEW AND INVESTMENT STRATEGY

Throughout 2014, the Portfolio had an overweight in risk assets with U.S. equities, developed international equities, and REITs in excess of benchmark weights, although the degree and composition of the overweight varied as market conditions changed. This position was supported by the view of the Dynamic Asset Allocation Team (the “Team”) that easy monetary policies of central banks would continue to provide liquidity to markets, creating conditions with low interest rates and where equity volatility was also to likely to remain low. At the same time, strong corporate balance sheets and earnings trends offset slightly elevated equity valuations.

The Portfolio maintained a regional bias towards developed-international equity markets—particularly in Europe and Japan—as a result of more favorable valuations. However, the extent and composition of the overweight varied over 2014. The Portfolio’s position in emerging-market equities was small throughout the year due to growth concerns around emerging economies, and given subdued prospects for inflation. For diversification, the Portfolio maintained a modest allocation to REITs, and remained underweight bonds through most of the year. A modest amount of cash was held at times to further reduce the Portfolio’s duration.

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series  Fund

Benchmark Disclosure

The unmanaged MSCI World Index and the unmanaged Barclays U.S. Treasury Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI World Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets. The Barclays U.S. Treasury Index represents the performance of U.S. Treasuries within the U.S. government fixed-income market. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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

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

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

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

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

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

ETF Risk: ETFs are investment companies. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETF’s expenses and runs the risk that the ETF may not achieve its investment objective.

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

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

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

3

DYNAMIC ASSET ALLOCATION PORTFOLIO
DISCLOSURES AND RISKS
(continued from previous page)	AllianceBernstein Variable Products Series Fund

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

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

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

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

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

4

DYNAMIC ASSET ALLOCATION PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series  Fund

THE PORTFOLIO VS. ITS BENCHMARKS	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		Since Inception*
Dynamic Asset Allocation Portfolio Class A		4.45%		5.85%
Dynamic Asset Allocation Portfolio Class B		4.21%		5.61%
Primary Benchmark: MSCI World Index		4.94%		8.98%
Secondary Benchmark: Barclays U.S. Treasury Index		5.05%		3.70%
Blended Benchmark: 60% MSCI World Index / 40% Barclays U.S. Treasury Index		5.07%		7.11%
*    Since inception of the Portfolio’s Class A and Class B shares on 4/1/2011.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.91% and 1.16% for Class A and Class B shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Portfolio’s annual operating expense ratios to 0.87% and 1.12% for Class A and Class B, respectively. These waivers/reimbursements may not be terminated before May 1, 2015 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

DYNAMIC ASSET ALLOCATION PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

4/1/2011^† – 12/31/14 (unaudited)

† Since inception of the Portfolio’s Class A shares on 4/1/2011.

This chart illustrates the total value of an assumed $10,000 investment in Dynamic Asset Allocation Portfolio Class A shares (from 4/1/2011^† to 12/31/14) as compared to the performance of the primary, secondary and blended benchmarks. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

5

DYNAMIC ASSET ALLOCATION PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,001.80	$	4.29		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.92	$	4.33		0.85	%
Class B
Actual	$	1,000	$	1,000.10	$	5.55		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.66	$	5.60		1.10	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

6

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	94,820,394		19.7	%
SPDR S&P 500 ETF Trust		39,423,737		8.2
Inflation-Linked Securities		27,603,728		5.8
iShares Core MSCI Emerging Markets ETF		23,506,252		4.8
Vanguard REIT ETF		9,889,371		2.1
iShares MSCI All Country Asia ex Japan ETF		5,993,684		1.2
Vanguard Small-Cap ETF		4,829,724		1.0
iShares International Developed Real Estate ETF		4,812,108		1.0
iShares MSCI EAFE ETF		2,616,303		0.5
Apple, Inc.		2,450,657		0.5
	$	215,945,958		44.8	%

PORTFOLIO BREAKDOWN^†

December 31, 2014 (unaudited)

ASSET CLASSES	CURRENT ALLOCATION
Equities
U.S. Large Cap		22.8	%
International Large Cap		24.9
U.S. Mid-Cap		2.5
U.S. Small-Cap		3.0
Emerging Market Equities		4.9
Real Estate Equities		4.0
Sub-total		62.1
Fixed Income
U.S. Bonds		26.5
International Bonds		5.0
TIPS		5.7
Sub-total		37.2
Cash		0.7
Total		100.0	%

SECURITY TYPE BREAKDOWN^‡

December 31, 2014 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	143,412,581		28.7	%
Governments—Treasuries		94,820,395		19.0
Investment Companies		91,071,178		18.3
Inflation-Linked Securities		27,603,728		5.5
Short-Term Investments		142,291,638		28.5
Total Investments	$	499,199,520		100.0	%

* Long-term investments.

† All data are as of December 31, 2014. The Portfolio breakdown is expressed as an approximate percentage of the Portfolio’s total investments inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

‡ The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

7

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–29.8%
FINANCIALS–6.3%
BANKS–2.9%
Aozora Bank Ltd.		6,000	$	18,573
Australia & New Zealand Banking Group Ltd.		16,735		435,444
Banco Bilbao Vizcaya Argentaria SA		36,403		343,805
Banco Comercial Portugues SA(a)		159,486		12,515
Banco de Sabadell SA		20,710		54,798
Banco Espirito Santo SA(a)(b)(c)(d)		10,016		–0	–^
Banco Popular Espanol SA		10,844		54,055
Banco Santander SA		75,032		629,752
Bank Hapoalim BM		4,812		22,627
Bank Leumi Le-Israel BM(a)		12,645		43,198
Bank of America Corp.		39,445		705,671
Bank of East Asia Ltd.		9,600		38,615
Bank of Ireland(a)		199,710		74,949
Bank of Kyoto Ltd. (The)		2,000		16,719
Bank of Queensland Ltd.		3,683		36,285
Bank of Yokohama Ltd. (The)		5,000		27,156
Bankia SA(a)		22,531		33,434
Bankinter SA		3,048		24,487
Barclays PLC		99,698		374,798
BB&T Corp.		2,700		105,003
Bendigo & Adelaide Bank Ltd.		3,446		35,831
BNP Paribas SA		6,431		379,648
BOC Hong Kong Holdings Ltd.		22,500		74,829
CaixaBank SA		13,908		72,876
Chiba Bank Ltd. (The)		3,000		19,659
Citigroup, Inc.		11,379		615,718
Comerica, Inc.		650		30,446
Commerzbank AG(a)		4,351		57,070
Commonwealth Bank of Australia		9,843		683,879
Credit Agricole SA		6,256		80,756
Danske Bank A/S		3,980		107,603
DBS Group Holdings Ltd.		10,000		154,813
DnB ASA		4,364		64,372
Erste Group Bank AG		1,696		39,447
Fifth Third Bancorp		3,090		62,959
Fukuoka Financial Group, Inc.		4,000		20,622
Gunma Bank Ltd. (The)		4,000		25,958
Hachijuni Bank Ltd. (The)		4,000		25,694
Hang Seng Bank Ltd.		4,600		76,454
Hiroshima Bank Ltd. (The)		5,000		23,798
HSBC Holdings PLC		116,255		1,098,582
Huntington Bancshares, Inc./OH		3,015		31,718
ING Groep NV(a)		17,105		220,991
Intesa Sanpaolo SpA		70,654		204,960
Iyo Bank Ltd. (The)		2,000		21,661
Joyo Bank Ltd. (The)		3,000		14,856
JPMorgan Chase & Co.		14,115		883,317
KBC Groep NV(a)		1,520		84,831
KeyCorp		3,275		45,523
Lloyds Banking Group PLC(a)		346,648		407,748
M&T Bank Corp.		515	$	64,694
Mitsubishi UFJ Financial Group, Inc.		77,400		425,253
Mizrahi Tefahot Bank Ltd.(a)		973		10,183
Mizuho Financial Group, Inc.		140,100		234,850
National Australia Bank Ltd.		14,363		391,683
Natixis SA		9,006		59,427
Nordea Bank AB		18,440		213,457
Oversea-Chinese Banking Corp., Ltd.		18,000		141,624
PNC Financial Services Group, Inc. (The)		2,030		185,197
Raiffeisen Bank International AG		1,100		16,808
Regions Financial Corp.		5,025		53,064
Resona Holdings, Inc.		13,400		67,690
Royal Bank of Scotland Group PLC(a)		15,350		93,392
Seven Bank Ltd.		5,324		22,347
Shinsei Bank Ltd.		12,000		20,885
Shizuoka Bank Ltd. (The)		4,000		36,577
Skandinaviska Enskilda Banken AB–Class A		9,222		117,106
Societe Generale SA		4,399		184,099
Standard Chartered PLC		14,996		224,279
Sumitomo Mitsui Financial Group, Inc.		7,700		278,376
Sumitomo Mitsui Trust Holdings, Inc.		20,000		76,606
SunTrust Banks, Inc.		1,990		83,381
Suruga Bank Ltd.		1,000		18,377
Svenska Handelsbanken AB–Class A		2,228		104,243
Swedbank AB–Class A		4,044		100,335
UniCredit SpA		26,697		171,011
Unione di Banche Italiane SCpA		5,202		37,206
United Overseas Bank Ltd.		8,000		147,632
US Bancorp/MN		6,765		304,087
Wells Fargo & Co.		17,825		977,166
Westpac Banking Corp.		18,875		507,658
Zions Bancorporation		730		20,812
				14,108,008
CAPITAL MARKETS–0.6%
3i Group PLC		7,720		53,830
Aberdeen Asset Management PLC		5,585		37,319
Affiliated Managers Group, Inc.(a)		207		43,934
Ameriprise Financial, Inc.		695		91,914
Bank of New York Mellon Corp. (The)		4,215		171,003
BlackRock, Inc.–Class A		477		170,556
Charles Schwab Corp. (The)		4,290		129,515
Credit Suisse Group AG(a)		9,269		232,849
Daiwa Securities Group, Inc.		10,000		78,301
Deutsche Bank AG (REG)		8,374		250,754
E*TRADE Financial Corp.(a)		1,020		24,740

8

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Franklin Resources, Inc.		1,470	$	81,394
Goldman Sachs Group, Inc. (The)		1,538		298,110
Hargreaves Lansdown PLC		1,481		23,173
ICAP PLC		4,211		29,486
Invesco Ltd.		1,580		62,442
Investec PLC		2,464		20,644
Julius Baer Group Ltd.(a)		1,220		55,703
Legg Mason, Inc.		360		19,213
Macquarie Group Ltd.		1,755		82,760
Mediobanca SpA		3,505		28,480
Morgan Stanley		5,720		221,936
Nomura Holdings, Inc.		22,000		124,499
Northern Trust Corp.		810		54,594
Partners Group Holding AG		158		45,968
Schroders PLC		729		30,299
State Street Corp.		1,585		124,422
T Rowe Price Group, Inc.		975		83,713
UBS Group AG(a)		22,171		381,113
				3,052,664
CONSUMER FINANCE–0.2%
Acom Co., Ltd.(a)(d)		6,200		18,928
AEON Financial Service Co., Ltd.		800		15,801
American Express Co.		3,360		312,614
Capital One Financial Corp.		2,113		174,428
Credit Saison Co., Ltd.		700		13,017
Discover Financial Services		1,710		111,988
Navient Corp.		1,500		32,415
				679,191
DIVERSIFIED FINANCIAL SERVICES–0.5%
ASX Ltd.		1,453		43,350
Berkshire Hathaway, Inc.–Class B(a)		6,830		1,025,524
CME Group, Inc./IL–Class A		1,200		106,380
Deutsche Boerse AG		1,511		107,374
Eurazeo SA		1,184		82,923
Exor SpA		1,279		52,480
Friends Life Group Ltd.		8,609		48,892
Groupe Bruxelles Lambert SA		360		30,715
Hong Kong Exchanges and Clearing Ltd.		6,700		147,914
Industrivarden AB–Class C		996		17,289
Intercontinental Exchange, Inc.		466		102,189
Investment AB Kinnevik–Class B		2,015		65,526
Investor AB–Class B		1,705		61,990
Japan Exchange Group, Inc.		1,583		36,902
Leucadia National Corp.		1,105		24,774
London Stock Exchange Group PLC		1,369		47,106
McGraw Hill Financial, Inc.		1,010		89,870
Mitsubishi UFJ Lease & Finance Co., Ltd.		3,500		16,460
Moody’s Corp.		695		66,588
NASDAQ OMX Group, Inc. (The)		410		19,664
ORIX Corp.		8,040		101,166
Pargesa Holding SA		255	$	19,677
Singapore Exchange Ltd.		10,000		58,791
Wendel SA		398		44,593
				2,418,137
INSURANCE–1.2%
ACE Ltd.		1,285		147,621
Admiral Group PLC		819		16,802
Aegon NV		11,089		83,345
Aflac, Inc.		1,705		104,158
Ageas		1,646		58,524
AIA Group Ltd.		73,125		401,916
Allianz SE		2,771		458,950
Allstate Corp. (The)		1,600		112,400
American International Group, Inc.		5,352		299,766
AMP Ltd.		17,956		79,972
Aon PLC		1,115		105,735
Assicurazioni Generali SpA		5,214		107,058
Assurant, Inc.		260		17,792
Aviva PLC		17,895		134,452
Baloise Holding AG		277		35,404
Chubb Corp. (The)		910		94,158
Cincinnati Financial Corp.		560		29,025
CNP Assurances		4,544		80,557
Dai-ichi Life Insurance Co., Ltd. (The)		6,545		99,352
Direct Line Insurance Group PLC		6,949		31,434
Genworth Financial, Inc.– Class A(a)		1,785		15,173
Gjensidige Forsikring ASA		3,007		49,066
Hannover Rueck SE		377		34,010
Hartford Financial Services Group, Inc. (The)		1,675		69,831
Insurance Australia Group Ltd.		10,333		52,466
Legal & General Group PLC		36,049		139,190
Lincoln National Corp.		990		57,093
Loews Corp.		1,140		47,903
Mapfre SA		10,570		35,726
Marsh & McLennan Cos., Inc.		2,040		116,770
Medibank Pvt Ltd.(a)		12,501		24,596
MetLife, Inc.		4,220		228,260
MS&AD Insurance Group Holdings, Inc.		3,100		73,464
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen		1,050		209,094
Old Mutual PLC		29,782		87,772
Principal Financial Group, Inc.		1,040		54,018
Progressive Corp. (The)		1,995		53,845
Prudential Financial, Inc.		1,715		155,139
Prudential PLC		15,581		360,225
QBE Insurance Group Ltd.		8,147		73,978
RSA Insurance Group PLC(a)		7,994		53,971
Sampo Oyj–Class A		2,714		127,054
SCOR SE		1,611		48,814
Sompo Japan Nipponkoa Holdings, Inc.		2,000		50,295
Sony Financial Holdings, Inc.		875		12,884

9

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Standard Life PLC		14,518	$	89,929
Suncorp Group Ltd.		7,811		89,231
Swiss Life Holding AG(a)		249		58,852
Swiss Re AG(a)		2,138		179,104
T&D Holdings, Inc.		2,600		31,168
Tokio Marine Holdings, Inc.		4,200		136,406
Torchmark Corp.		502		27,193
Travelers Cos., Inc. (The)		1,280		135,488
Tryg A/S		159		17,766
UnipolSai SpA		4,035		10,864
Unum Group		920		32,090
Vienna Insurance Group AG Wiener Versicherung Gruppe		190		8,492
XL Group PLC		960		32,995
Zurich Insurance Group AG(a)		907		283,440
				5,862,076
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.6%
American Tower Corp.		1,515		149,758
Apartment Investment & Management Co.–Class A		525		19,504
AvalonBay Communities, Inc.		495		80,878
Boston Properties, Inc.		600		77,214
British Land Co. PLC (The)		5,864		70,712
CapitaMall Trust		14,000		21,495
Crown Castle International Corp.		1,270		99,949
Dexus Property Group		3,880		21,964
Equity Residential		1,340		96,266
Essex Property Trust, Inc.		228		47,105
Fonciere Des Regions		329		30,408
Gecina SA		253		31,584
General Growth Properties, Inc.		2,344		65,937
Goodman Group(d)		10,596		48,942
GPT Group (The)		6,698		23,705
Hammerson PLC		4,761		44,586
HCP, Inc.		1,680		73,970
Health Care REIT, Inc.		1,225		92,696
Host Hotels & Resorts, Inc.		2,750		65,367
ICADE		449		35,926
Intu Properties PLC		5,825		30,115
Iron Mountain, Inc.		658		25,438
Japan Prime Realty Investment Corp.		7		24,356
Japan Real Estate Investment Corp.		8		38,546
Japan Retail Fund Investment Corp.		15		31,699
Kimco Realty Corp.		1,480		37,207
Klepierre		1,311		56,292
Land Securities Group PLC		4,798		86,247
Link REIT (The)		10,500		65,670
Macerich Co. (The)		510		42,539
Mirvac Group		40,488		58,568
Nippon Building Fund, Inc.(d)		9		45,181
Nippon Prologis REIT, Inc.(d)		5		10,856
Novion Property Group(d)		34,531		59,353
Plum Creek Timber Co., Inc.		630		26,958
Prologis, Inc.		1,870	$	80,466
Public Storage		580		107,213
Scentre Group(a)		33,577		95,129
Segro PLC		3,337		19,117
Simon Property Group, Inc.		1,166		212,340
Stockland(d)		14,259		47,652
Unibail-Rodamco SE		613		157,256
United Urban Investment Corp.		12		18,889
Ventas, Inc.		1,091		78,225
Vornado Realty Trust		685		80,631
Westfield Corp.		9,308		68,231
Weyerhaeuser Co.		1,940		69,627
				2,871,767
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Aeon Mall Co., Ltd.		700		12,405
CapitaLand Ltd.		35,000		87,022
CBRE Group, Inc.–Class A(a)		1,015		34,764
Cheung Kong Holdings Ltd.		8,000		134,180
City Developments Ltd.		3,000		23,145
Daito Trust Construction Co., Ltd.		400		45,375
Daiwa House Industry Co., Ltd.		3,000		56,674
Deutsche Annington Immobilien SE		1,246		42,304
Deutsche Wohnen AG		1,334		31,469
Global Logistic Properties Ltd.		30,422		56,719
Hang Lung Properties Ltd.		14,000		39,056
Henderson Land Development Co., Ltd.		4,840		33,577
Hulic Co., Ltd.		2,197		21,964
IMMOFINANZ AG(a)		4,285		10,792
Kerry Properties Ltd.		8,500		30,609
Lend Lease Group		3,450		45,950
Mitsubishi Estate Co., Ltd.		8,000		168,567
Mitsui Fudosan Co., Ltd.		6,000		160,893
New World Development Co., Ltd.		22,000		25,256
Nomura Real Estate Holdings, Inc.		800		13,690
NTT Urban Development Corp.		1,600		16,113
Sino Land Co., Ltd.		16,000		25,521
Sumitomo Realty & Development Co., Ltd.		2,000		68,138
Sun Hung Kai Properties Ltd.		10,000		151,504
Swire Pacific Ltd.–Class A		2,000		25,961
Swire Properties Ltd.		25,389		74,868
Tokyo Tatemono Co., Ltd.		3,000		21,833
Tokyu Fudosan Holdings Corp.		2,000		13,876
Wharf Holdings Ltd. (The)		13,000		93,328
Wheelock & Co., Ltd.		6,000		27,858
				1,593,411
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		1,730		17,507
People’s United Financial, Inc.		1,015		15,408
				32,915
				30,618,169

10

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
HEALTH CARE–3.8%
BIOTECHNOLOGY–0.5%
Actelion Ltd. (REG)(a)		608	$	69,994
Alexion Pharmaceuticals, Inc.(a)		780		144,323
Amgen, Inc.		2,853		454,454
Biogen Idec, Inc.(a)		915		310,597
Celgene Corp.(a)		3,030		338,936
CSL Ltd.		2,881		202,378
Gilead Sciences, Inc.(a)		5,680		535,397
Grifols SA		757		30,207
Regeneron Pharmaceuticals, Inc.(a)		290		118,972
Vertex Pharmaceuticals, Inc.(a)		907		107,752
				2,313,010
HEALTH CARE EQUIPMENT & SUPPLIES–0.4%
Abbott Laboratories		5,615		252,787
Baxter International, Inc.		2,030		148,779
Becton Dickinson and Co.		730		101,587
Boston Scientific Corp.(a)		4,860		64,395
CareFusion Corp.(a)		740		43,912
Coloplast A/S–Class B		496		41,507
Covidien PLC		1,725		176,433
CR Bard, Inc.		315		52,485
DENTSPLY International, Inc.		530		28,233
Edwards Lifesciences Corp.(a)		395		50,315
Essilor International SA		1,241		138,395
Getinge AB–Class B		2,013		45,841
Intuitive Surgical, Inc.(a)		155		81,986
Medtronic, Inc.		3,660		264,252
Olympus Corp.(a)		1,500		52,545
Smith & Nephew PLC		5,421		97,754
Sonova Holding AG		351		51,566
St Jude Medical, Inc.		1,065		69,257
Stryker Corp.		1,125		106,121
Sysmex Corp.		700		31,068
Terumo Corp.		1,400		31,775
Varian Medical Systems, Inc.(a)		395		34,171
William Demant Holding A/S(a)		329		25,029
Zimmer Holdings, Inc.		635		72,022
				2,062,215
HEALTH CARE PROVIDERS & SERVICES–0.4%
Aetna, Inc.		1,317		116,989
AmerisourceBergen Corp.–Class A		785		70,776
Anthem, Inc.		1,050		131,953
Cardinal Health, Inc.		1,245		100,509
CIGNA Corp.		1,015		104,454
DaVita HealthCare Partners, Inc.(a)		650		49,231
Express Scripts Holding Co.(a)		2,789		236,145
Fresenius Medical Care AG & Co. KGaA		1,318		98,371
Fresenius SE & Co. KGaA		2,298		119,482
Healthscope Ltd.(a)		13,458		29,732
Humana, Inc.		565		81,151
Laboratory Corp. of America Holdings(a)		325	$	35,067
McKesson Corp.		865		179,557
Medipal Holdings Corp.		1,500		17,520
Patterson Cos., Inc.		310		14,911
Quest Diagnostics, Inc.		550		36,883
Ramsay Health Care Ltd.		1,156		53,590
Ryman Healthcare Ltd.		3,027		20,079
Sonic Healthcare Ltd.		1,715		25,801
Suzuken Co., Ltd./Aichi Japan		600		16,574
Tenet Healthcare Corp.(a)		343		17,380
UnitedHealth Group, Inc.		3,635		367,462
Universal Health Services, Inc.–Class B		350		38,941
				1,962,558
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(a)		1,130		73,066
M3, Inc.		1,200		20,078
				93,144
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.		1,245		50,970
Lonza Group AG(a)		182		20,492
PerkinElmer, Inc.		405		17,711
QIAGEN NV(a)		2,306		53,714
Thermo Fisher Scientific, Inc.		1,485		186,056
Waters Corp.(a)		345		38,888
				367,831
PHARMACEUTICALS–2.4%
AbbVie, Inc.		5,945		389,041
Actavis PLC(a)		1,023		263,330
Allergan, Inc./United States		1,150		244,479
Astellas Pharma, Inc.		13,000		180,987
AstraZeneca PLC		7,665		541,385
Bayer AG		5,020		684,268
Bristol-Myers Squibb Co.		6,215		366,871
Chugai Pharmaceutical Co., Ltd.		1,000		24,553
Daiichi Sankyo Co., Ltd.		3,900		54,533
Eisai Co., Ltd.		1,500		58,010
Eli Lilly & Co.		3,665		252,848
GlaxoSmithKline PLC		29,442		631,637
Hisamitsu Pharmaceutical Co., Inc.		300		9,460
Hospira, Inc.(a)		630		38,588
Johnson & Johnson		10,605		1,108,965
Kyowa Hakko Kirin Co., Ltd.		4,000		37,666
Mallinckrodt PLC(a)		424		41,989
Merck & Co., Inc.		10,805		613,616
Merck KGaA		785		73,875
Mitsubishi Tanabe Pharma Corp.		1,000		14,659
Mylan, Inc./PA(a)		1,405		79,200
Novartis AG		13,965		1,295,163
Novo Nordisk A/S–Class B		12,184		515,380
Ono Pharmaceutical Co., Ltd.		400		35,414
Orion Oyj–Class B		465		14,462

11

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Otsuka Holdings Co., Ltd.		2,371	$	71,085
Perrigo Co. PLC		522		87,258
Pfizer, Inc.		23,786		740,934
Roche Holding AG		4,265		1,155,568
Sanofi		7,220		658,251
Santen Pharmaceutical Co., Ltd.		500		26,917
Shionogi & Co., Ltd.		1,800		46,504
Shire PLC		3,579		253,751
Sumitomo Dainippon Pharma Co., Ltd.		1,400		13,557
Taisho Pharmaceutical Holdings Co., Ltd.		567		34,644
Takeda Pharmaceutical Co., Ltd.		4,800		198,709
Teva Pharmaceutical Industries Ltd.		5,202		298,204
UCB SA		769		58,473
Zoetis, Inc.		1,846		79,433
				11,293,667
				18,092,425
CONSUMER DISCRETIONARY–3.7%
AUTO COMPONENTS–0.3%
Aisin Seiki Co., Ltd.		900		32,336
BorgWarner, Inc.		830		45,608
Bridgestone Corp.		3,900		135,258
Cie Generale des Etablissements Michelin–Class B		1,132		102,182
Continental AG		668		140,896
Delphi Automotive PLC		1,141		82,974
Denso Corp.		3,000		139,823
GKN PLC		9,965		53,041
Goodyear Tire & Rubber Co. (The)		1,010		28,856
Johnson Controls, Inc.		2,480		119,883
Koito Manufacturing Co., Ltd.		1,000		30,592
NGK Spark Plug Co., Ltd.		1,000		30,385
NOK Corp.		700		17,817
Nokian Renkaat Oyj(d)		503		12,270
Stanley Electric Co., Ltd.		1,600		34,550
Sumitomo Electric Industries Ltd.		4,600		57,451
Sumitomo Rubber Industries Ltd.		1,200		17,839
Toyota Industries Corp.		1,000		51,252
Valeo SA		339		42,182
Yokohama Rubber Co., Ltd. (The)		2,000		18,211
				1,193,406
AUTOMOBILES–0.7%
Bayerische Motoren Werke AG		2,010		216,915
Daihatsu Motor Co., Ltd.(d)		1,000		13,061
Daimler AG		5,845		485,451
Fiat Chrysler Automobiles NV(a)		5,720		66,465
Ford Motor Co.		14,470		224,285
Fuji Heavy Industries Ltd.		4,000		141,544
General Motors Co.		5,016		175,108
Harley-Davidson, Inc.		800		52,728
Honda Motor Co., Ltd.		9,900		290,449
Isuzu Motors Ltd.		3,500	$	42,631
Mazda Motor Corp.		3,200		76,850
Mitsubishi Motors Corp.		3,400		31,061
Nissan Motor Co., Ltd.		15,100		131,699
Peugeot SA(a)		2,295		28,119
Porsche Automobil Holding SE (Preference Shares)		684		55,317
Renault SA		857		62,421
Suzuki Motor Corp.		2,200		65,928
Toyota Motor Corp.		16,600		1,034,468
Volkswagen AG		140		30,352
Volkswagen AG (Preference Shares)		987		219,366
Yamaha Motor Co., Ltd.		1,200		24,009
				3,468,227
DISTRIBUTORS–0.0%
Genuine Parts Co.		560		59,679
Jardine Cycle & Carriage Ltd.		1,000		32,038
				91,717
DIVERSIFIED CONSUMER SERVICES–0.0%
Benesse Holdings, Inc.(d)		300		8,902
H&R Block, Inc.		1,020		34,354
				43,256
HOTELS, RESTAURANTS & LEISURE–0.4%
Accor SA		750		33,713
Carnival Corp.		1,685		76,381
Carnival PLC		1,116		50,441
Chipotle Mexican Grill, Inc. –Class A(a)		144		98,569
Compass Group PLC		10,184		174,074
Crown Resorts Ltd.		2,537		26,091
Darden Restaurants, Inc.		470		27,556
Flight Centre Travel Group Ltd.(d)		471		12,468
Galaxy Entertainment Group Ltd.		8,911		49,516
Genting Singapore PLC		22,000		17,837
InterContinental Hotels Group PLC		1,433		57,659
Marriott International, Inc./DE–Class A		795		62,034
McDonald’s Corp.		3,680		344,816
McDonald’s Holdings Co. Japan Ltd.(d)		500		10,944
Merlin Entertainments PLC(e)		3,228		19,974
MGM China Holdings Ltd.		14,013		35,382
Oriental Land Co., Ltd./Japan		300		69,184
Royal Caribbean Cruises Ltd.		627		51,684
Sands China Ltd.		10,875		53,010
SJM Holdings Ltd.		13,014		20,474
Sodexo SA		572		55,990
Starbucks Corp.		2,810		230,561
Starwood Hotels & Resorts Worldwide, Inc.		695		56,344
Tatts Group Ltd.		6,512		18,315

12

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
TUI AG(a)		2,748	$	45,828
TUI AG (Dividend)(a)		952		15,298
Whitbread PLC		1,102		81,555
William Hill PLC		3,391		19,054
Wyndham Worldwide Corp.		450		38,592
Wynn Macau Ltd.		35,799		100,102
Wynn Resorts Ltd.		310		46,116
Yum! Brands, Inc.		1,645		119,838
				2,119,400
HOUSEHOLD DURABLES–0.2%
Casio Computer Co., Ltd.(d)		800		12,238
DR Horton, Inc.		1,205		30,474
Electrolux AB–Class B		2,430		71,003
Garmin Ltd.(d)		470		24,830
Harman International Industries, Inc.		240		25,610
Iida Group Holdings Co., Ltd.		2,879		35,071
Leggett & Platt, Inc.		475		20,240
Lennar Corp.–Class A(d)		650		29,127
Mohawk Industries, Inc.(a)		250		38,840
Newell Rubbermaid, Inc.		1,025		39,042
Nikon Corp.		1,500		19,930
Panasonic Corp.		13,400		157,831
Persimmon PLC(a)		1,857		45,355
PulteGroup, Inc.		1,235		26,503
Rinnai Corp.		200		13,438
Sekisui Chemical Co., Ltd.		2,000		24,062
Sekisui House Ltd.		3,000		39,474
Sharp Corp./Japan(a)(d)		9,000		19,911
Sony Corp.		6,400		130,619
Whirlpool Corp.		300		58,122
				861,720
INTERNET & CATALOG RETAIL–0.2%
Amazon.com, Inc.(a)		1,430		443,800
Expedia, Inc.		382		32,608
Netflix, Inc.(a)		226		77,204
Priceline Group, Inc. (The)(a)		197		224,621
Rakuten, Inc.		4,835		67,235
TripAdvisor, Inc.(a)		412		30,760
				876,228
LEISURE PRODUCTS–0.0%
Bandai Namco Holdings, Inc.		900		19,054
Hasbro, Inc.		400		21,996
Mattel, Inc.		1,235		38,217
Sankyo Co., Ltd.(d)		300		10,291
Sega Sammy Holdings, Inc.		2,500		31,985
Shimano, Inc.		400		51,809
				173,352
MEDIA–0.8%
Altice SA(a)		239		18,873
Axel Springer SE		401		24,186
Cablevision Systems Corp.–Class A(d)		780		16,099
CBS Corp.–Class B		1,790		99,059
Comcast Corp.–Class A		9,720	$	563,857
Dentsu, Inc.		1,300		54,654
DIRECTV(a)		1,865		161,696
Discovery Communications, Inc.–Class A(a)		545		18,775
Discovery Communications, Inc.–Class C(a)		995		33,551
Eutelsat Communications SA		1,052		34,021
Gannett Co., Inc.		800		25,544
Hakuhodo DY Holdings, Inc.		2,490		23,829
Interpublic Group of Cos., Inc. (The)		1,495		31,051
ITV PLC		23,254		77,569
JCDecaux SA		1,374		47,308
Kabel Deutschland Holding AG(a)		201		27,239
Lagardere SCA		2,184		56,876
News Corp.–Class A(a)		1,808		28,368
Numericable-SFR(a)		770		38,145
Omnicom Group, Inc.		960		74,371
Pearson PLC		4,977		91,916
ProSiebenSat.1 Media AG		1,328		55,488
Publicis Groupe SA		807		57,874
REA Group Ltd.		1,002		36,737
Reed Elsevier NV		5,063		120,908
Reed Elsevier PLC		6,934		118,446
RTL Group SA		312		29,372
Scripps Networks Interactive, Inc.–Class A		370		27,850
SES SA		1,845		66,340
Singapore Press Holdings Ltd.(d)		6,000		19,047
Sky PLC		6,268		87,478
Telenet Group Holding NV(a)		459		25,758
Time Warner Cable, Inc.–Class A		1,065		161,944
Time Warner, Inc.		3,195		272,917
Toho Co., Ltd./Tokyo		1,000		22,690
Twenty-First Century Fox, Inc.–Class A		7,035		270,179
Viacom, Inc.–Class B		1,410		106,103
Walt Disney Co. (The)		5,914		557,040
WPP PLC		7,999		166,313
				3,749,471
MULTILINE RETAIL–0.2%
Dollar General Corp.(a)		1,120		79,184
Dollar Tree, Inc.(a)		750		52,785
Don Quijote Holdings Co., Ltd.		500		34,374
Family Dollar Stores, Inc.		355		28,120
Isetan Mitsukoshi Holdings Ltd.		1,300		16,086
J Front Retailing Co., Ltd.		1,500		17,373
Kohl’s Corp.		780		47,611
Macy’s, Inc.		1,305		85,804
Marks & Spencer Group PLC		9,926		73,496
Next PLC		931		98,739
Nordstrom, Inc.		520		41,283
Target Corp.		2,375		180,286
				755,141

13

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
SPECIALTY RETAIL–0.5%
ABC-Mart, Inc.		500	$	24,194
AutoNation, Inc.(a)		285		17,217
AutoZone, Inc.(a)		125		77,389
Bed Bath & Beyond, Inc.(a)		745		56,747
Best Buy Co., Inc.		1,050		40,929
CarMax, Inc.(a)		820		54,596
Dixons Carphone PLC		7,310		52,683
Fast Retailing Co., Ltd.		300		109,168
GameStop Corp.–Class A(d)		415		14,027
Gap, Inc. (The)		1,005		42,320
Hennes & Mauritz AB–Class B		5,764		239,465
Hikari Tsushin, Inc.		200		12,165
Home Depot, Inc. (The)		5,080		533,248
Inditex SA		6,622		188,895
Kingfisher PLC		14,379		76,009
L Brands, Inc.		935		80,924
Lowe’s Cos., Inc.		3,690		253,872
Nitori Holdings Co., Ltd.		400		21,491
O’Reilly Automotive, Inc.(a)		390		75,122
PetSmart, Inc.		380		30,892
Ross Stores, Inc.		800		75,408
Sanrio Co., Ltd.(d)		500		12,354
Shimamura Co., Ltd.		200		17,259
Sports Direct International PLC(a)		1,618		17,799
Staples, Inc.		2,415		43,760
Tiffany & Co.		405		43,278
TJX Cos., Inc. (The)		2,570		176,251
Tractor Supply Co.		515		40,592
Urban Outfitters, Inc.(a)		335		11,769
USS Co., Ltd.		1,310		20,128
Yamada Denki Co., Ltd.(d)		2,700		9,059
				2,469,010
TEXTILES, APPAREL & LUXURY GOODS–0.4%
Adidas AG		932		64,723
Asics Corp.		1,000		24,075
Burberry Group PLC		2,695		68,377
Christian Dior SA		331		56,647
Cie Financiere Richemont SA		3,169		280,959
Coach, Inc.		1,030		38,687
Fossil Group, Inc.(a)		169		18,715
Hermes International		156		55,549
HUGO BOSS AG		623		76,213
Kering		338		64,954
Li & Fung Ltd.		48,000		44,938
Luxottica Group SpA		1,559		85,462
LVMH Moet Hennessy Louis Vuitton SA(d)		1,695		268,491
Michael Kors Holdings Ltd.(a)		759		57,001
NIKE, Inc.–Class B		2,660		255,759
Pandora A/S		700		56,740
PVH Corp.		295		37,810
Ralph Lauren Corp.		240		44,438
Swatch Group AG (The)		137		60,863
Swatch Group AG (The) (REG)		522		45,154
Under Armour, Inc.–Class A(a)		647	$	43,931
VF Corp.		1,310		98,119
				1,847,605
				17,648,533
INFORMATION TECHNOLOGY–3.5%
COMMUNICATIONS EQUIPMENT–0.3%
Alcatel-Lucent(a)		12,407		44,382
Cisco Systems, Inc.		19,090		530,988
F5 Networks, Inc.(a)		280		36,530
Harris Corp.		395		28,369
Juniper Networks, Inc.		1,490		33,257
Motorola Solutions, Inc.		845		56,683
Nokia Oyj		22,736		179,815
QUALCOMM, Inc.		6,270		466,049
Telefonaktiebolaget LM Ericsson–Class B		18,476		223,709
				1,599,782
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.3%
Amphenol Corp.–Class A		1,150		61,882
Citizen Holdings Co., Ltd.		2,800		21,544
Corning, Inc.		4,805		110,179
FLIR Systems, Inc.		510		16,478
Hamamatsu Photonics KK		600		28,562
Hexagon AB–Class B		2,435		75,119
Hirose Electric Co., Ltd.		300		34,807
Hitachi High-Technologies Corp.		600		17,236
Hitachi Ltd.		29,000		214,042
Hoya Corp.		2,600		87,945
Keyence Corp.		300		133,678
Kyocera Corp.		1,900		86,943
Murata Manufacturing Co., Ltd.		1,200		130,945
Omron Corp.		1,200		53,683
Shimadzu Corp.		2,000		20,344
TDK Corp.		600		35,337
TE Connectivity Ltd.		1,510		95,507
Yaskawa Electric Corp.		2,000		25,546
Yokogawa Electric Corp.		1,100		12,070
				1,261,847
INTERNET SOFTWARE & SERVICES–0.5%
Akamai Technologies, Inc.(a)		655		41,239
eBay, Inc.(a)		4,235		237,668
Facebook, Inc.–Class A(a)		7,838		611,521
Google, Inc.–Class A(a)		1,089		577,889
Google, Inc.–Class C(a)		1,089		573,249
Kakaku.com, Inc.(d)		961		13,749
Mixi, Inc.(d)		409		15,080
United Internet AG		1,223		55,090
VeriSign, Inc.(a)(d)		425		24,225
Yahoo Japan Corp.		6,408		22,966
Yahoo!, Inc.(a)		3,465		175,017
				2,347,693

14

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
IT SERVICES–0.5%
Accenture PLC–Class A		2,385	$	213,004
Alliance Data Systems Corp.(a)		230		65,792
Amadeus IT Holding SA–Class A		2,581		102,794
AtoS		677		53,791
Automatic Data Processing, Inc.		1,820		151,733
Cap Gemini SA		854		61,076
Cognizant Technology Solutions Corp.–Class A(a)		2,280		120,065
Computer Sciences Corp.		540		34,047
Computershare Ltd.		3,663		35,039
Fidelity National Information Services, Inc.		1,070		66,554
Fiserv, Inc.(a)		950		67,422
Fujitsu Ltd.		11,000		58,648
International Business Machines Corp.		3,476		557,689
MasterCard, Inc.–Class A		3,710		319,654
Nomura Research Institute Ltd.		600		18,351
NTT Data Corp.		500		18,627
Otsuka Corp.		600		19,025
Paychex, Inc.		1,195		55,173
Teradata Corp.(a)		545		23,806
Total System Services, Inc.		610		20,716
Visa, Inc.–Class A		1,875		491,625
Western Union Co. (The)–Class W		1,930		34,566
Xerox Corp.		4,045		56,064
				2,645,261
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%
Altera Corp.		1,110		41,003
Analog Devices, Inc.		1,180		65,514
Applied Materials, Inc.		4,535		113,012
ARM Holdings PLC		8,527		130,995
ASM Pacific Technology Ltd.		900		8,569
ASML Holding NV		1,801		194,594
Avago Technologies Ltd.		926		93,146
Broadcom Corp.–Class A		2,020		87,527
Infineon Technologies AG		4,860		51,428
Intel Corp.		18,540		672,817
KLA-Tencor Corp.		610		42,895
Lam Research Corp.		629		49,905
Linear Technology Corp.		890		40,584
Microchip Technology, Inc.		745		33,607
Micron Technology, Inc.(a)		3,970		138,990
NVIDIA Corp.		1,885		37,794
Rohm Co., Ltd.		400		24,101
STMicroelectronics NV		4,174		31,144
Texas Instruments, Inc.		3,975		212,523
Tokyo Electron Ltd.		800		60,664
Xilinx, Inc.		985		42,641
				2,173,453
SOFTWARE–0.7%
Adobe Systems, Inc.(a)		1,760		127,952
Autodesk, Inc.(a)		825		49,549
CA, Inc.		1,185	$	36,083
Citrix Systems, Inc.(a)		630		40,194
COLOPL, Inc.		1,046		23,506
Dassault Systemes		924		56,346
Electronic Arts, Inc.(a)		1,135		53,362
Gemalto NV(d)		323		26,361
GungHo Online Entertainment, Inc.(d)		4,000		14,482
Intuit, Inc.		1,050		96,799
Konami Corp.		1,300		23,833
Microsoft Corp.		30,920		1,436,234
Nexon Co., Ltd.		2,595		24,191
NICE-Systems Ltd.		208		10,519
Nintendo Co., Ltd.		600		62,615
Oracle Corp.		12,200		548,634
Oracle Corp. Japan(d)		500		20,373
Red Hat, Inc.(a)		690		47,707
Sage Group PLC (The)		6,586		47,568
Salesforce.com, Inc.(a)		2,134		126,568
SAP SE		5,594		390,620
Symantec Corp.		2,555		65,549
Trend Micro, Inc./Japan(d)		500		13,817
				3,342,862
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.8%
Apple, Inc.		22,202		2,450,657
Brother Industries Ltd.		800		14,502
Canon, Inc.(d)		6,900		219,308
EMC Corp./MA		7,555		224,686
Fujifilm Holdings Corp.		2,800		85,438
Hewlett-Packard Co.		6,960		279,305
Konica Minolta, Inc.		2,000		21,792
NEC Corp.		16,000		46,496
NetApp, Inc.		1,190		49,325
Ricoh Co., Ltd.		4,000		40,436
SanDisk Corp.		870		85,243
Seagate Technology PLC		1,200		79,800
Seiko Epson Corp.		600		25,106
Western Digital Corp.		830		91,881
				3,713,975
				17,084,873
INDUSTRIALS–3.5%
AEROSPACE & DEFENSE–0.6%
Airbus Group NV		3,570		176,494
BAE Systems PLC		19,161		140,128
Boeing Co. (The)		2,510		326,250
Cobham PLC		7,675		38,529
General Dynamics Corp.		1,210		166,520
Honeywell International, Inc.		2,955		295,264
L-3 Communications Holdings, Inc.		325		41,018
Lockheed Martin Corp.		1,050		202,199
Meggitt PLC		4,891		39,344
Northrop Grumman Corp.		790		116,438
Precision Castparts Corp.		540		130,075
Raytheon Co.		1,150		124,396

15

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Rockwell Collins, Inc.		500	$	42,240
Rolls-Royce Holdings PLC(a)		11,452		153,844
Safran SA		1,646		101,550
Singapore Technologies Engineering Ltd.		19,000		48,632
Textron, Inc.		1,005		42,321
Thales SA		694		37,550
United Technologies Corp.		3,225		370,875
Zodiac Aerospace		1,135		38,213
				2,631,880
AIR FREIGHT & LOGISTICS–0.2%
Bollore SA		11,606		52,855
CH Robinson Worldwide, Inc.		565		42,313
Deutsche Post AG		5,875		190,713
Expeditors International of Washington, Inc.		720		32,119
FedEx Corp.		1,015		176,265
Kuehne & Nagel International AG		432		58,681
Royal Mail PLC		2,926		19,499
United Parcel Service, Inc.–Class B		2,655		295,156
Yamato Holdings Co., Ltd.		2,200		43,564
				911,165
AIRLINES–0.1%
ANA Holdings, Inc.		8,000		19,781
Cathay Pacific Airways Ltd.		20,000		43,535
Delta Air Lines, Inc.		3,152		155,047
Deutsche Lufthansa AG (REG)		3,330		55,181
easyJet PLC		964		24,948
International Consolidated Airlines Group SA(a)		6,202		46,200
Japan Airlines Co., Ltd.		900		26,684
Singapore Airlines Ltd.		3,000		26,200
Southwest Airlines Co.		2,555		108,128
				505,704
BUILDING PRODUCTS–0.1%
Allegion PLC		335		18,579
Asahi Glass Co., Ltd.(d)		4,000		19,473
Assa Abloy AB–Class B		1,164		61,478
Cie de Saint-Gobain		2,759		116,873
Daikin Industries Ltd.		1,400		89,774
Geberit AG		168		56,835
LIXIL Group Corp.		1,200		25,255
Masco Corp.		1,305		32,886
TOTO Ltd.		2,000		23,265
				444,418
COMMERCIAL SERVICES & SUPPLIES–0.1%
ADT Corp. (The)(d)		647		23,441
Aggreko PLC		1,141		26,608
Babcock International Group PLC		1,139		18,659
Brambles Ltd.		9,492		81,766
Cintas Corp.		335		26,277
Dai Nippon Printing Co., Ltd.		3,000	$	27,020
Edenred		818		22,623
G4S PLC		12,380		53,403
ISS A/S(a)		954		27,383
Pitney Bowes, Inc.		705		17,181
Republic Services, Inc.–Class A		950		38,237
Secom Co., Ltd.		1,300		74,691
Societe BIC SA		221		29,376
Stericycle, Inc.(a)		310		40,635
Toppan Printing Co., Ltd.		2,000		12,995
Tyco International PLC		1,645		72,150
Waste Management, Inc.		1,595		81,855
				674,300
CONSTRUCTION & ENGINEERING–0.1%
ACS Actividades de Construccion y Servicios SA		1,064		37,086
Bouygues SA		1,739		62,792
Chiyoda Corp.		4,000		33,140
Ferrovial SA		1,957		38,686
Fluor Corp.		565		34,256
Jacobs Engineering Group, Inc.(a)		465		20,781
JGC Corp.		1,000		20,587
Kajima Corp.		7,000		28,786
Leighton Holdings Ltd.		1,344		24,472
Obayashi Corp.		3,000		19,339
OCI NV(a)		320		11,126
Quanta Services, Inc.(a)		765		21,718
Shimizu Corp.		4,000		27,168
Skanska AB–Class B		3,301		70,874
Taisei Corp.		5,000		28,360
Vinci SA		2,970		162,170
				641,341
ELECTRICAL EQUIPMENT–0.3%
ABB Ltd. (REG)(a)		13,350		282,461
Alstom SA(a)		1,012		32,640
AMETEK, Inc.		899		47,314
Eaton Corp. PLC		1,794		121,920
Emerson Electric Co.		2,600		160,498
First Solar, Inc.(a)		270		12,041
Fuji Electric Co., Ltd.		4,000		15,948
Legrand SA		1,194		62,635
Mitsubishi Electric Corp.		12,000		142,537
Nidec Corp.		1,300		83,961
Osram Licht AG(a)		292		11,464
Prysmian SpA		1,074		19,572
Rockwell Automation, Inc.		530		58,936
Schneider Electric SE (Paris)		3,189		232,252
Vestas Wind Systems A/S(a)		1,008		36,607
				1,320,786
INDUSTRIAL CONGLOMERATES–0.6%
3M Co.		2,455		403,406
Danaher Corp.		2,290		196,276
General Electric Co.		37,620		950,657

16

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Hutchison Whampoa Ltd.		10,000	$	114,444
Keihan Electric Railway Co., Ltd.		5,000		26,756
Keppel Corp., Ltd.		13,000		86,650
Koninklijke Philips NV		7,299		211,569
Roper Industries, Inc.		375		58,631
Seibu Holdings, Inc.(d)		955		19,470
Siemens AG		4,814		540,150
Smiths Group PLC		2,461		41,847
Toshiba Corp.		24,000		101,215
				2,751,071
MACHINERY–0.7%
Alfa Laval AB		3,611		68,283
Amada Co., Ltd.		3,000		25,706
Andritz AG		485		26,663
Atlas Copco AB–Class A		3,037		84,506
Atlas Copco AB–Class B		3,579		91,615
Caterpillar, Inc.		2,385		218,299
CNH Industrial NV		8,194		66,331
Cummins, Inc.		650		93,711
Deere & Co.		1,335		118,107
Dover Corp.		635		45,542
FANUC Corp.		1,200		197,856
Flowserve Corp.		510		30,513
GEA Group AG		896		39,394
Hino Motors Ltd.		2,000		26,327
Hitachi Construction Machinery Co., Ltd.		700		14,800
IHI Corp.		8,000		40,516
Illinois Tool Works, Inc.		1,375		130,213
IMI PLC		1,648		32,241
Ingersoll-Rand PLC		1,005		63,707
Joy Global, Inc.		385		17,910
JTEKT Corp.		1,400		23,562
Kawasaki Heavy Industries Ltd.		9,000		40,928
Komatsu Ltd.		5,700		126,015
Kone Oyj–Class B		1,900		86,503
Kubota Corp.		7,000		101,603
Kurita Water Industries Ltd.		1,200		25,023
Makita Corp.		700		31,543
MAN SE		407		45,327
Melrose Industries PLC		4,948		20,482
Metso Oyj		571		17,096
Minebea Co. Ltd.		2,000		29,536
Mitsubishi Heavy Industries Ltd.		18,000		99,335
Nabtesco Corp.		1,000		24,169
NGK Insulators Ltd.		2,000		40,997
NSK Ltd.		2,000		23,613
PACCAR, Inc.		1,310		89,093
Pall Corp.		395		39,978
Parker-Hannifin Corp.		545		70,278
Pentair PLC		710		47,158
Sandvik AB		12,165		118,281
Schindler Holding AG		413		59,622
Schindler Holding AG (REG)		271		38,870
SembCorp Marine Ltd.(d)		7,000		17,176
SKF AB–Class B		1,658		34,927
SMC Corp./Japan		300		78,667
Snap-On, Inc.		220	$	30,083
Stanley Black & Decker, Inc.		615		59,089
Sumitomo Heavy Industries Ltd.		6,000		32,274
THK Co., Ltd.		800		19,226
Vallourec SA(d)		641		17,372
Volvo AB–Class B		6,759		72,886
Wartsila Oyj Abp		793		35,493
Weir Group PLC (The)		950		27,242
Xylem, Inc./NY		685		26,078
Zardoya Otis SA		2,136		23,687
				3,105,452
MARINE–0.0%
AP Moeller–Maersk A/S–Class A		15		28,704
AP Moeller–Maersk A/S–Class B		43		85,525
Mitsui OSK Lines Ltd.		12,000		35,553
Nippon Yusen KK		10,000		28,245
				178,027
PROFESSIONAL SERVICES–0.1%
Adecco SA(a)		1,033		71,008
Bureau Veritas SA		1,236		27,385
Capita PLC		4,013		67,289
Dun & Bradstreet Corp. (The)		165		19,958
Equifax, Inc.		455		36,796
Experian PLC		6,015		101,394
Intertek Group PLC		720		26,058
Nielsen NV		1,116		49,919
Randstad Holding NV		1,613		77,612
Recruit Holdings Co., Ltd.(a)		653		18,754
Robert Half International, Inc.		485		28,314
SGS SA		24		49,007
				573,494
ROAD & RAIL–0.3%
Asciano Ltd.		8,374		41,010
Aurizon Holdings Ltd.		12,975		48,556
Central Japan Railway Co.		875		131,142
CSX Corp.		3,710		134,413
DSV A/S		1,630		49,632
East Japan Railway Co.		2,000		150,742
Hankyu Hanshin Holdings, Inc.		5,000		26,820
Kansas City Southern		420		51,253
Keikyu Corp.(d)		2,000		14,797
Keio Corp.		3,000		21,581
Keisei Electric Railway Co., Ltd.		2,000		24,319
Kintetsu Corp.		8,000		26,303
MTR Corp., Ltd.		15,500		63,415
Nagoya Railroad Co., Ltd.		4,000		14,893
Nippon Express Co., Ltd.		3,000		15,203
Norfolk Southern Corp.		1,190		130,436
Odakyu Electric Railway Co., Ltd.		4,000		35,432
Ryder System, Inc.		215		19,963
Tobu Railway Co., Ltd.		6,000		25,657
Tokyu Corp.		5,000		30,982
Union Pacific Corp.		3,400		405,042
West Japan Railway Co.		751		35,506
				1,497,097

17

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
TRADING COMPANIES & DISTRIBUTORS–0.2%
Ashtead Group PLC		3,056	$	54,274
Brenntag AG		567		31,701
Bunzl PLC		2,030		55,494
Fastenal Co.(d)		1,030		48,987
ITOCHU Corp.		9,000		96,076
Marubeni Corp.		10,000		59,834
Mitsubishi Corp.		8,400		153,721
Mitsui & Co., Ltd.		10,400		139,289
Noble Group Ltd.		24,000		20,475
Sumitomo Corp.		6,800		69,841
Toyota Tsusho Corp.		1,300		30,199
Travis Perkins PLC		1,926		55,438
United Rentals, Inc.(a)		350		35,703
Wolseley PLC		1,840		105,196
WW Grainger, Inc.		230		58,625
				1,014,853
TRANSPORTATION INFRASTRUCTURE–0.1%
Abertis Infraestructuras SA		2,454		48,662
Aeroports de Paris		305		36,882
Atlantia SpA		2,911		67,658
Auckland International Airport Ltd.		6,289		20,693
Groupe Eurotunnel SA		2,068		26,698
Hutchison Port Holdings Trust–Class U		43,553		29,932
Kamigumi Co., Ltd.		3,000		26,724
Mitsubishi Logistics Corp.		1,000		14,544
Sydney Airport		15,829		60,601
Transurban Group		10,995		76,621
				409,015
				16,658,603
CONSUMER STAPLES–3.1%
BEVERAGES–0.7%
Anheuser-Busch InBev NV		4,882		549,427
Asahi Group Holdings Ltd.		2,300		71,156
Brown-Forman Corp.–Class B		602		52,880
Carlsberg A/S–Class B		695		53,376
Coca-Cola Amatil Ltd.		3,316		25,036
Coca-Cola Co. (The)		14,780		624,011
Coca-Cola Enterprises, Inc.		850		37,587
Coca-Cola HBC AG(a)		892		16,983
Constellation Brands, Inc.–Class A(a)		620		60,865
Diageo PLC		15,252		436,925
Dr Pepper Snapple Group, Inc.		720		51,610
Heineken NV		1,401		99,482
Kirin Holdings Co., Ltd.		5,000		62,129
Molson Coors Brewing Co.–Class B		600		44,712
Monster Beverage Corp.(a)		560		60,676
PepsiCo, Inc.		5,675		536,628
Pernod Ricard SA		1,289		143,256
Remy Cointreau SA		195		13,010
SABMiller PLC (London)		5,871		306,062
Suntory Beverage & Food Ltd.(d)		848	$	29,298
Treasury Wine Estates Ltd.		5,315		20,515
				3,295,624
FOOD & STAPLES RETAILING–0.6%
Aeon Co., Ltd.		4,000		40,198
Carrefour SA		3,792		115,396
Casino Guichard Perrachon SA		482		44,327
Colruyt SA		393		18,270
Costco Wholesale Corp.		1,665		236,014
CVS Health Corp.		4,330		417,022
Delhaize Group SA		624		45,443
Distribuidora Internacional de Alimentacion SA		4,415		29,916
FamilyMart Co., Ltd.		400		15,066
J Sainsbury PLC(d)		5,506		21,026
Jeronimo Martins SGPS SA		1,190		11,924
Koninklijke Ahold NV		5,462		97,075
Kroger Co. (The)		1,815		116,541
Lawson, Inc.		600		36,257
Metro AG(a)		1,551		47,411
Safeway, Inc.		845		29,676
Seven & I Holdings Co., Ltd.		4,600		165,468
Sysco Corp.		2,155		85,532
Tesco PLC		49,315		143,788
Wal-Mart Stores, Inc.		5,913		507,809
Walgreens Boots Alliance, Inc.		3,295		251,079
Wesfarmers Ltd.		6,821		230,943
Whole Foods Market, Inc.		1,320		66,554
WM Morrison Supermarkets PLC		18,352		52,363
Woolworths Ltd.		7,649		190,075
				3,015,173
FOOD PRODUCTS–0.9%
Ajinomoto Co., Inc.		3,000		55,851
Archer-Daniels-Midland Co.		2,415		125,580
Aryzta AG(a)		470		36,119
Associated British Foods PLC		2,163		105,747
Barry Callebaut AG(a)		25		25,631
Calbee, Inc.		698		24,044
Campbell Soup Co.		675		29,700
Chocoladefabriken Lindt & Sprungli AG (REG)		1		57,702
ConAgra Foods, Inc.		1,585		57,504
Danone SA		3,518		230,000
General Mills, Inc.		2,285		121,859
Golden Agri-Resources Ltd.		48,000		16,613
Hershey Co. (The)		550		57,161
Hormel Foods Corp.		475		24,747
JM Smucker Co. (The)		395		39,887
Kellogg Co.		965		63,150
Kerry Group PLC–Class A		961		66,392
Keurig Green Mountain, Inc.		478		63,285
Kikkoman Corp.		1,000		24,509
Kraft Foods Group, Inc.		2,228		139,606
McCormick & Co., Inc./MD		475		35,292
Mead Johnson Nutrition Co.–Class A		760		76,410

18

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
MEIJI Holdings Co., Ltd.		300	$	27,294
Mondelez International, Inc.–Class A		6,285		228,303
Nestle SA		19,578		1,427,255
NH Foods Ltd.		1,000		21,878
Nisshin Seifun Group, Inc.		1,500		14,521
Nissin Foods Holdings Co., Ltd.		400		19,065
Orkla ASA		5,657		38,510
Tate & Lyle PLC		2,078		19,470
Toyo Suisan Kaisha Ltd.		1,000		32,199
Tyson Foods, Inc.–Class A		1,075		43,097
Unilever NV		9,903		387,383
Unilever PLC		7,792		316,575
Wilmar International Ltd.		9,000		21,930
Yakult Honsha Co., Ltd.		400		21,114
				4,095,383
HOUSEHOLD PRODUCTS–0.4%
Clorox Co. (The)		470		48,979
Colgate-Palmolive Co.		3,200		221,408
Henkel AG & Co. KGaA		579		56,087
Henkel AG & Co. KGaA (Preference Shares)		1,082		116,550
Kimberly-Clark Corp.		1,415		163,489
Procter & Gamble Co. (The)		10,165		925,930
Reckitt Benckiser Group PLC		3,945		319,521
Svenska Cellulosa AB SCA–Class B		4,979		107,341
Unicharm Corp.		2,300		55,129
				2,014,434
PERSONAL PRODUCTS–0.1%
Avon Products, Inc.		1,555		14,602
Beiersdorf AG		630		51,152
Estee Lauder Cos., Inc. (The)–Class A		840		64,008
Kao Corp.		3,100		122,247
L’Oreal SA		1,526		255,409
Shiseido Co., Ltd.		1,600		22,439
				529,857
TOBACCO–0.4%
Altria Group, Inc.		7,410		365,091
British American Tobacco PLC		11,316		613,225
Imperial Tobacco Group PLC		5,811		255,797
Japan Tobacco, Inc.		6,678		183,797
Lorillard, Inc.		1,340		84,340
Philip Morris International, Inc.		5,850		476,482
Reynolds American, Inc.		1,135		72,946
Swedish Match AB		831		26,039
				2,077,717
				15,028,188
ENERGY–2.1%
ENERGY EQUIPMENT & SERVICES–0.3%
Amec Foster Wheeler PLC		1,606		21,210
Baker Hughes, Inc.		1,610		90,273
Cameron International Corp.(a)		770		38,461
Diamond Offshore Drilling, Inc.(d)		240	$	8,810
Ensco PLC–Class A(d)		850		25,457
FMC Technologies, Inc.(a)		860		40,282
Halliburton Co.(d)		3,190		125,463
Helmerich & Payne, Inc.		435		29,328
Nabors Industries Ltd.		1,065		13,824
National Oilwell Varco, Inc.		1,605		105,176
Noble Corp. PLC		925		15,327
Petrofac Ltd.		3,159		34,414
Saipem SpA(a)		1,479		15,504
Schlumberger Ltd.		4,885		417,228
Seadrill Ltd.(d)		3,774		43,666
Subsea 7 SA(d)		1,066		10,908
Technip SA		568		33,834
Tenaris SA		4,173		63,058
Transocean Ltd.(d)		1,250		22,913
Transocean Ltd. (Zurich)(d)		2,638		48,407
WorleyParsons Ltd.		2,661		21,797
				1,225,340
OIL, GAS & CONSUMABLE FUELS–1.8%
Anadarko Petroleum Corp.		1,895		156,338
Apache Corp.		1,445		90,558
BG Group PLC		20,707		277,095
BP PLC		111,844		709,938
Cabot Oil & Gas Corp.		1,540		45,599
Caltex Australia Ltd.		1,410		39,123
Chesapeake Energy Corp.		1,945		38,064
Chevron Corp.		7,130		799,843
Cimarex Energy Co.		327		34,662
ConocoPhillips		4,620		319,057
CONSOL Energy, Inc.		840		28,400
Delek Group Ltd.		11		2,759
Denbury Resources, Inc.(d)		1,310		10,650
Devon Energy Corp.		1,420		86,918
ENI SpA		15,444		270,524
EOG Resources, Inc.		2,060		189,664
EQT Corp.		590		44,663
Exxon Mobil Corp.		16,037		1,482,621
Galp Energia SGPS SA		2,341		23,773
Hess Corp.		990		73,082
Idemitsu Kosan Co., Ltd.		1,200		19,816
Inpex Corp.		5,327		59,305
JX Holdings, Inc.		14,000		54,482
Kinder Morgan, Inc./DE		6,389		270,319
Koninklijke Vopak NV		502		26,045
Lundin Petroleum AB(a)		856		12,250
Marathon Oil Corp.		2,505		70,866
Marathon Petroleum Corp.		1,062		95,856
Murphy Oil Corp.		605		30,565
Neste Oil Oyj		572		13,885
Newfield Exploration Co.(a)		470		12,746
Noble Energy, Inc.		1,350		64,031
Occidental Petroleum Corp.		2,950		237,799
OMV AG		894		23,739
ONEOK, Inc.		770		38,338

19

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Origin Energy Ltd.		4,903	$	46,389
Phillips 66		2,110		151,287
Pioneer Natural Resources Co.		565		84,100
QEP Resources, Inc.		575		11,627
Range Resources Corp.		650		34,743
Repsol SA(d)		6,329		118,484
Royal Dutch Shell PLC–Class A		23,936		798,813
Royal Dutch Shell PLC–Class B		14,816		511,909
Santos Ltd.		4,317		28,837
Southwestern Energy Co.(a)		1,295		35,341
Spectra Energy Corp.		2,485		90,206
Statoil ASA		6,775		119,286
Tesoro Corp.		475		35,316
TonenGeneral Sekiyu KK(d)		2,000		17,073
Total SA		12,995		665,760
Tullow Oil PLC		4,387		28,271
Valero Energy Corp.		1,975		97,763
Williams Cos., Inc. (The)		2,505		112,575
Woodside Petroleum Ltd.		4,502		139,235
				8,880,388
				10,105,728
MATERIALS–1.6%
CHEMICALS–0.9%
Air Liquide SA		2,092		258,863
Air Products & Chemicals, Inc.		720		103,846
Air Water, Inc.		1,000		15,839
Airgas, Inc.		240		27,643
Akzo Nobel NV		704		48,710
Arkema SA		450		29,762
Asahi Kasei Corp.		8,000		72,979
BASF SE		5,576		467,720
CF Industries Holdings, Inc.		190		51,783
Croda International PLC		1,144		47,218
Daicel Corp.		3,000		35,041
Dow Chemical Co. (The)		4,225		192,702
Eastman Chemical Co.		580		43,999
Ecolab, Inc.		1,040		108,701
EI du Pont de Nemours & Co.		3,445		254,723
EMS-Chemie Holding AG (REG)		109		44,126
FMC Corp.		480		27,374
Givaudan SA(a)		56		100,456
Hitachi Chemical Co., Ltd.(d)		900		15,900
Incitec Pivot Ltd.		7,611		19,688
International Flavors & Fragrances, Inc.		300		30,408
Israel Chemicals Ltd.		4,414		31,760
Israel Corp., Ltd. (The)(a)		16		7,573
Johnson Matthey PLC		1,244		65,448
JSR Corp.		800		13,731
K&S AG		1,472		40,620
Kansai Paint Co., Ltd.		1,000		15,492
Kuraray Co., Ltd.		3,000		34,085
Lanxess AG		1,319		61,086
Linde AG		1,128		207,780
LyondellBasell Industries NV–Class A		1,599		126,945
Mitsubishi Chemical Holdings Corp.		6,000	$	29,103
Mitsubishi Gas Chemical Co., Inc.		5,000		25,094
Mitsui Chemicals, Inc.		8,000		22,659
Monsanto Co.		1,990		237,745
Mosaic Co. (The)		1,180		53,867
Nippon Paint Holdings Co., Ltd.		1,000		28,978
Nitto Denko Corp.		900		50,288
Novozymes A/S–Class B		1,531		64,445
Orica Ltd.		2,259		34,616
PPG Industries, Inc.		550		127,133
Praxair, Inc.		1,090		141,220
Sherwin-Williams Co. (The)		315		82,858
Shin-Etsu Chemical Co., Ltd.		2,500		162,749
Sigma-Aldrich Corp.		455		62,458
Sika AG		6		17,700
Solvay SA		360		48,713
Sumitomo Chemical Co., Ltd.		7,000		27,557
Symrise AG		547		32,954
Syngenta AG		564		181,415
Taiyo Nippon Sanso Corp.(d)		2,000		22,017
Teijin Ltd.		5,000		13,290
Toray Industries, Inc.		9,000		71,910
Umicore SA		509		20,482
Yara International ASA		1,297		57,759
				4,219,011
CONSTRUCTION MATERIALS–0.1%
CRH PLC		4,489		107,940
Fletcher Building Ltd.		4,446		28,645
HeidelbergCement AG		856		60,416
Holcim Ltd.(a)		1,390		99,363
Imerys SA		448		32,960
James Hardie Industries PLC		3,449		36,819
Lafarge SA		832		58,406
Martin Marietta Materials, Inc.		227		25,043
Taiheiyo Cement Corp.		5,000		15,687
Vulcan Materials Co.		465		30,564
				495,843
CONTAINERS & PACKAGING–0.1%
Amcor Ltd./Australia		7,326		80,603
Avery Dennison Corp.		335		17,380
Ball Corp.		510		34,767
MeadWestvaco Corp.		620		27,522
Owens-Illinois, Inc.(a)		560		15,114
Rexam PLC		3,136		22,077
Sealed Air Corp.		790		33,520
Toyo Seikan Group Holdings Ltd.		1,700		21,117
				252,100
METALS & MINING–0.5%
Alcoa, Inc.		4,370		69,002
Allegheny Technologies, Inc.		385		13,386
Anglo American PLC		8,479		156,899
Antofagasta PLC		1,773		20,659
ArcelorMittal (Euronext Amsterdam)		6,075		66,557

20

AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
BHP Billiton Ltd.		19,498	$	460,984
BHP Billiton PLC		12,822		274,793
Boliden AB		1,652		26,407
Fortescue Metals Group Ltd.(d)		18,067		39,669
Freeport-McMoRan, Inc.		3,875		90,520
Fresnillo PLC		1,459		17,340
Glencore PLC(a)		64,454		297,508
Hitachi Metals Ltd.		1,000		16,991
Iluka Resources Ltd.		2,008		9,643
JFE Holdings, Inc.		3,000		66,903
Kobe Steel Ltd.		12,000		20,670
Mitsubishi Materials Corp.(d)		7,000		23,222
Newcrest Mining Ltd.(a)		7,017		61,742
Newmont Mining Corp.		1,795		33,925
Nippon Steel & Sumitomo Metal Corp.		46,000		114,109
Norsk Hydro ASA		6,514		36,694
Nucor Corp.		1,210		59,350
Randgold Resources Ltd.		576		39,105
Rio Tinto Ltd.		2,645		124,000
Rio Tinto PLC		7,725		356,100
Sumitomo Metal Mining Co., Ltd.		3,000		44,745
ThyssenKrupp AG(a)		2,036		51,865
Voestalpine AG		713		28,173
				2,620,961
PAPER & FOREST PRODUCTS–0.0%
International Paper Co.		1,565		83,853
Oji Holdings Corp.		4,000		14,311
Stora Enso Oyj–Class R		3,342		29,881
UPM-Kymmene Oyj		3,231		52,950
				180,995
				7,768,910
TELECOMMUNICATION SERVICES–1.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		19,448		653,258
Belgacom SA		795		28,845
Bezeq The Israeli Telecommunication Corp., Ltd.		7,158		12,697
BT Group PLC		49,418		307,383
CenturyLink, Inc.		2,110		83,514
Deutsche Telekom AG		19,275		308,406
Elisa Oyj		635		17,332
Frontier Communications Corp.(d)		3,660		24,412
HKT Trust & HKT Ltd.		18,882		24,544
Iliad SA		163		39,191
Inmarsat PLC		2,586		32,065
Koninklijke KPN NV		28,755		90,790
Level 3 Communications, Inc.(a)		1,047		51,701
Nippon Telegraph & Telephone Corp.		2,300		117,490
Orange SA		11,257	$	191,444
Singapore Telecommunications Ltd.		48,000		140,793
Spark New Zealand Ltd.		9,734		23,597
Swisscom AG		154		80,810
TDC A/S		3,390		25,855
Telecom Italia SpA (ordinary shares)(a)		64,157		68,423
Telecom Italia SpA (savings shares)		16,898		14,128
Telefonica Deutschland Holding AG(a)		3,756		19,906
Telefonica SA		25,577		367,222
Telenor ASA		3,853		77,941
TeliaSonera AB		10,613		68,235
Telstra Corp., Ltd.		26,440		128,362
Verizon Communications, Inc.		15,545		727,195
Vivendi SA(a)		7,368		183,393
Windstream Holdings, Inc.(d)		2,175		17,922
				3,926,854
WIRELESS TELECOMMUNICATION SERVICES–0.3%
KDDI Corp.		3,540		222,397
Millicom International Cellular SA		641		47,495
NTT DoCoMo, Inc.		9,275		135,072
SoftBank Corp.		5,800		345,235
StarHub Ltd.		4,000		12,498
Tele2 AB–Class B		3,826		46,362
Vodafone Group PLC		160,882		551,604
				1,360,663
				5,287,517
UTILITIES–1.1%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.		1,825		110,814
AusNet Services		37,398		40,404
Cheung Kong Infrastructure Holdings Ltd.		7,000		51,611
Chubu Electric Power Co., Inc.(a)		2,900		34,078
Chugoku Electric Power Co., Inc. (The)		1,300		16,997
CLP Holdings Ltd.		12,500		108,484
Contact Energy Ltd.		2,149		10,672
Duke Energy Corp.		2,632		219,877
Edison International		1,215		79,558
EDP–Energias de Portugal SA		14,060		54,520
Electricite de France SA		1,042		28,684
Enel SpA		39,961		178,127
Entergy Corp.		675		59,049
Exelon Corp.		3,197		118,545
FirstEnergy Corp.		1,535		59,850
Fortum Oyj		2,697		58,556
Hokuriku Electric Power Co.		1,600		20,433

21

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series  Fund

Company	Shares		U.S. $ Value
Iberdrola SA		31,314	$	211,080
Kansai Electric Power Co., Inc. (The)(a)		3,100		29,491
Kyushu Electric Power Co., Inc.(a)(d)		1,900		19,029
Mighty River Power Ltd.		4,915		11,399
NextEra Energy, Inc.		1,645		174,847
Northeast Utilities		1,160		62,083
Pepco Holdings, Inc.		890		23,968
Pinnacle West Capital Corp.		385		26,299
Power Assets Holdings Ltd.		8,500		82,123
PPL Corp.		2,445		88,827
Red Electrica Corp. SA(d)		657		57,915
Shikoku Electric Power Co., Inc.(a)		2,700		32,750
Southern Co. (The)		3,360		165,010
SSE PLC		5,919		149,556
Tohoku Electric Power Co., Inc.		2,700		31,418
Tokyo Electric Power Co., Inc.(a)		8,800		35,792
Xcel Energy, Inc.		1,870		67,170
				2,519,016
GAS UTILITIES–0.1%
AGL Resources, Inc.		448		24,421
APA Group		3,771		22,797
Enagas SA		1,276		40,246
Gas Natural SDG SA		2,126		53,406
Hong Kong & China Gas Co., Ltd.		32,340		73,516
Osaka Gas Co., Ltd.		11,000		41,084
Snam SpA		14,719		72,848
Toho Gas Co., Ltd.		6,000		29,354
Tokyo Gas Co., Ltd.		14,000		75,539
				433,211
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
AES Corp./VA		2,385		32,841
Electric Power Development Co., Ltd.		500		16,896
Enel Green Power SpA		25,579		53,592
Meridian Energy Ltd.		6,766		9,243
NRG Energy, Inc.		1,240		33,418
				145,990
MULTI-UTILITIES–0.4%
AGL Energy Ltd.		3,037		33,125
Ameren Corp.		910		41,978
CenterPoint Energy, Inc.		1,545		36,199
Centrica PLC		30,469		131,974
CMS Energy Corp.		970		33,708
Consolidated Edison, Inc.		1,080		71,291
Dominion Resources, Inc./VA		2,185		168,026
DTE Energy Co.		670		57,868
E.ON SE		12,148		207,630
GDF Suez		8,789		204,951
Integrys Energy Group, Inc.		300		23,355
National Grid PLC		22,895		324,864
NiSource, Inc.		1,155	$	48,995
PG&E Corp.		1,775		94,501
Public Service Enterprise Group, Inc.		1,855		76,816
RWE AG		3,008		92,841
SCANA Corp.		545		32,918
Sempra Energy		860		95,770
Suez Environnement Co.		2,665		46,433
TECO Energy, Inc.		875		17,929
United Utilities Group PLC		4,140		58,804
Veolia Environnement SA		1,552		27,490
Wisconsin Energy Corp.(d)		850		44,829
				1,972,295
WATER UTILITIES–0.0%
Severn Trent PLC		1,575		49,123
				5,119,635
Total Common Stocks (cost $117,601,957)				143,412,581
	Principal Amount (000)
GOVERNMENTS– TREASURIES–19.7%
UNITED STATES–19.7%
U.S. Treasury Bonds
2.75%, 8/15/42	$	920		919,713
2.875%, 5/15/43		350		357,984
3.125%, 11/15/41–2/15/43		2,825		3,038,822
3.50%, 2/15/39		358		411,169
3.625%, 8/15/43		2,015		2,369,672
3.75%, 8/15/41		220		265,151
3.875%, 8/15/40		280		341,819
4.25%, 5/15/39		240		308,494
4.375%, 11/15/39–5/15/41		1,258		1,653,500
4.50%, 8/15/39		220		293,184
4.75%, 2/15/37–2/15/41		401		558,371
5.375%, 2/15/31		650		905,988
6.00%, 2/15/26		762		1,044,357
6.25%, 8/15/23–5/15/30		724		1,061,541
6.875%, 8/15/25		325		469,600
7.25%, 5/15/16–8/15/22		4,093		4,690,143
7.50%, 11/15/16		92		103,701
7.625%, 2/15/25		55		82,388
8.00%, 11/15/21		123		171,124
U.S. Treasury Notes
0.375%, 1/31/16		882		882,414
0.50%, 7/31/17		3,520		3,480,125
0.75%, 2/28/18–3/31/18		5,625		5,542,856
0.875%, 11/30/16–4/30/17		2,315		2,321,516
1.00%, 9/30/16–9/30/19		9,170		9,152,241
1.25%, 11/30/18–4/30/19		5,994		5,930,271
1.375%, 11/30/15–2/28/19		10,437		10,471,561
1.50%, 5/31/19–11/30/19		3,225		3,209,005
1.625%, 8/15/22–11/15/22		2,090		2,029,848
1.75%, 5/15/23		1,740		1,694,189
1.875%, 10/31/17		1,100		1,125,868

22

AllianceBernstein Variable Products Series  Fund

	Principal Amount (000)		U.S. $ Value
2.00%, 4/30/16–2/15/23	$	3,760	$	3,772,256
2.125%, 12/31/15–8/15/21		825		837,391
2.25%, 11/30/17		584		603,938
2.375%, 7/31/17–8/15/24		1,271		1,301,633
2.50%, 8/15/23–5/15/24		2,242		2,312,343
2.625%, 1/31/18–11/15/20		3,140		3,278,828
2.75%, 5/31/17–11/15/23		3,225		3,382,771
3.00%, 2/28/17		889		931,644
3.125%, 10/31/16–5/15/21		1,111		1,173,405
3.25%, 7/31/16		1,147		1,196,196
3.375%, 11/15/19		1,890		2,047,549
3.625%, 2/15/20–2/15/21		2,129		2,335,770
3.75%, 11/15/18		6,205		6,760,056
Total Governments–Treasuries (cost $93,858,104)				94,820,395
	Shares
INVESTMENT COMPANIES–18.9%
FUNDS AND INVESTMENT TRUSTS–18.9%
iShares Core MSCI Emerging Markets ETF		499,814		23,506,252
iShares International Developed Real Estate ETF		160,190		4,812,108
iShares MSCI All Country Asia ex Japan ETF(d)		98,370		5,993,684
iShares MSCI EAFE ETF		43,003		2,616,303
SPDR S&P 500 ETF Trust		191,843		39,423,736
Vanguard REIT ETF		122,091		9,889,371
Vanguard Small-Cap ETF(d)		41,400		4,829,724
Total Investment Companies (cost $88,006,236)				91,071,178
	Principal Amount (000)
INFLATION-LINKED SECURITIES–5.7%
UNITED STATES–5.7%
U.S. Treasury Inflation Index
0.125%, 4/15/18–4/15/19	$	10,631		10,558,471
0.625%, 7/15/21		3,490		3,534,314
1.125%, 1/15/21	$	3,738	$	3,883,547
1.25%, 7/15/20		2,640		2,771,119
1.375%, 7/15/18–1/15/20		3,430		3,598,837
1.625%, 1/15/18		872		912,676
1.875%, 7/15/19		1,286		1,379,784
2.125%, 1/15/19		898		964,980
Total Inflation-Linked Securities (cost $28,075,495)				27,603,728
	Shares
SHORT-TERM INVESTMENTS–29.5%
INVESTMENT COMPANIES–29.5%
AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.09%(f)(g) (cost $142,291,638)		142,291,638	$	142,291,638
Total Investments Before Security Lending Collateral for Securities Loaned–103.6% (cost $469,833,430)				499,199,520
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.4%
INVESTMENT COMPANIES–1.4%
AB Exchange Reserves–Class I, 0.07%(f)(g) (cost $6,893,901)		6,893,901		6,893,901
TOTAL INVESTMENTS–105.0% (cost $476,727,331)				506,093,421
Other assets less liabilities–(5.0)%				(24,143,348	)
NET ASSETS–100.0%			$	481,950,073

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		99		March 2015	$	10,250,758	$	10,357,139	$	106,381
10 Yr Canadian Bond Futures		35		March 2015		4,140,304		4,173,007		32,703
Euro STOXX 50 Index Futures		354		March 2015		12,819,347		13,420,449		601,102

23

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Type	Number of Contracts		Expiration Month		Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
FTSE 100 Index Futures		74		March 2015	$	7,288,210	$	7,522,822	$	234,612
Hang Seng Index Futures		3		January 2015		452,798		457,448		4,650
Long GILT Futures		33		March 2015		6,095,970		6,147,886		51,916
Mini MSCI EAFE Futures		6		March 2015		532,906		527,370		(5,536	)
S&P 500 EMini Futures		1		March 2015		100,577		102,620		2,043
SPI 200 Futures		12		March 2015		1,314,729		1,318,404		3,675
TOPIX Index Futures		113		March 2015		13,469,439		13,278,302		(191,137	)
U.S. T-Note 5 Yr (CBT) Futures		67		March 2015		7,960,231		7,968,289		8,058
U.S. T-Note 10 Yr (CBT) Futures		68		March 2015		8,580,491		8,622,188		41,697
U.S. Ultra Bond (CBT) Futures		31		March 2015		4,956,702		5,120,813		164,111
									$	1,054,275

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contract to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	AUD	5,422	USD	4,557		3/18/15	$	153,837
BNP Paribas SA	EUR	659	USD	816		3/18/15		18,229
BNP Paribas SA	USD	1,735	AUD	2,048		3/18/15		(71,437	)
BNP Paribas SA	USD	736	GBP	471		3/18/15		(2,378	)
BNP Paribas SA	USD	4,374	JPY	521,517		3/18/15		(17,691	)
Citibank	EUR	6,248	USD	7,749		3/18/15		184,071
Citibank	USD	2,207	EUR	1,763		3/18/15		(72,096	)
Credit Suisse International	USD	7,036	EUR	5,749		3/18/15		(74,408	)
Credit Suisse International	USD	2,347	GBP	1,504		3/18/15		(4,707	)
Deutsche Bank AG	USD	4,310	GBP	2,700		3/18/15		(104,329	)
Deutsche Bank AG	USD	1,225	SEK	9,267		3/18/15		(35,931	)
Deutsche Bank AG	JPY	256,920	USD	2,120		3/18/15		(26,479	)
Royal Bank of Scotland PLC	EUR	5,170	USD	6,298		3/18/15		37,999
Royal Bank of Scotland PLC	GBP	929	USD	1,446		3/18/15		(634	)
Royal Bank of Scotland PLC	USD	3,324	JPY	389,472		3/18/15		(70,378	)
Royal Bank of Scotland PLC	JPY	493,305	USD	4,136		3/18/15		14,765
Royal Bank of Scotland PLC	JPY	66,772	USD	554		3/18/15		(3,801	)
State Street Bank & Trust Co.	USD	7,429	EUR	5,976		3/18/15		(192,928	)
State Street Bank & Trust Co.	USD	677	GBP	431		3/18/15		(5,697	)
State Street Bank & Trust Co.	USD	1,357	JPY	156,632		3/18/15		(48,657	)
State Street Bank & Trust Co.	USD	497	SEK	3,848		3/18/15		(3,501	)
UBS AG	CHF	1,382	USD	1,399		3/18/15		7,509
UBS AG	GBP	2,701	USD	4,197		3/18/15		(10,727	)
UBS AG	GBP	395	USD	618		3/18/15		2,432
UBS AG	SEK	5,198	USD	669		3/18/15		1,706
							$	(325,231	)

24

AllianceBernstein Variable Products Series  Fund

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at December 31, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanely & Co., LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		(5.00	)%		3.24	%	$	27,075		(1,903,116	)	$	(610,031	)
iTRAXX-Xover, Series 21, 5 Year Index, 6/20/19*		(5.00	)		2.22			EUR 6,060		(857,073	)		23,843
Sale Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 6/20/19*		5.00			3.24		$	27,075		1,903,116			214,919
iTRAXX-Xover, Series 21, 5 Year Index, 6/20/19*		5.00			2.22			EUR 6,060		857,073			81,878
									$	–0	–	$	(289,391	)

* Termination date.

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Bank of America, NA
SPDR S&P 500 ETF Trust		5,487	LIBOR Plus 0.27%	$	1,095		6/15/15	$	32,683
Deutsche Bank AG London
FTSE EPRA/NAREIT Developed xUS Net Total Return Index		1,246	LIBOR Plus 0.40%		4,311		5/15/15		115,041
Goldman Sachs International
Russell 2000 Total Return Index		441	LIBOR Minus 0.60%		2,473		2/26/15		34,068
Standard and Poor’s Midcap 400 Index		5,816	LIBOR Plus 0.14%		11,412		3/16/15		499,809
Russell 2000 Total Return Index		140	LIBOR Minus 0.65%		752		3/16/15		43,376
UBS AG
Russell 2000 Total Return Index		487	LIBOR Minus 0.23%		2,617		3/16/15		150,542
Russell 2000 Total Return Index		30	LIBOR Minus 0.21%		161		4/15/15		9,272
Russell 2000 Total Return Index		599	LIBOR Minus 0.60%		3,219		10/15/15		185,628
								$	1,070,419

^ Less than $0.50.

(a) Non-income producing security.

(b) Fair valued by the Adviser.

(c) Illiquid security.

(d) Represents entire or partial securities out on loan. See Note E for securities lending information.

(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the market value of this security amounted to $19,974 or 0.0% of net assets.

(f) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

25

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(g) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviation:

AUD—Australian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

SEK—Swedish Krona

USD—United States Dollar

Glossary:

CBT—Chicago Board of Trade

CDX-NAHY—North American High Yield Credit Default Swap Index

EAFE—Europe, Australia, and Far East

EPRA—European Public Real Estate Association

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

MSCI—Morgan Stanley Capital International

NAREIT—National Association of Real Estate Investment Trusts

REG—Registered Shares

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depository Receipt

SPI—Share Price Index

TOPIX—Tokyo Price Index

See notes to financial statements.

26

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $327,541,792)	$	356,907,882	(a)
Affiliated issuers (cost $149,185,539—including investment of cash collateral for securities loaned of $6,893,901)		149,185,539
Cash		341,704
Due from broker		4,940,187	(b)
Foreign currencies, at value (cost $508,417)		507,461
Receivable for investment securities sold and foreign currency transactions		1,951,155
Interest and dividends receivable		1,059,561
Unrealized appreciation on total return swaps		1,070,419
Unrealized appreciation on forward currency exchange contracts		420,548
Receivable for capital stock sold		168,271
Receivable for variation margin on exchange-traded derivatives		117,400
Total assets		516,670,127
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		25,859,711
Payable for collateral received on securities loaned		6,893,901
Unrealized depreciation on forward currency exchange contracts		745,779
Collateral received from broker		530,000
Advisory fee payable		281,543
Distribution fee payable		101,426
Payable for capital stock redeemed		91,571
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		203,701
Total liabilities		34,720,054
NET ASSETS	$	481,950,073
COMPOSITION OF NET ASSETS
Capital stock, at par	$	41,270
Additional paid-in capital		440,629,141
Undistributed net investment income		2,812,919
Accumulated net realized gain on investment and foreign currency transactions		7,592,235
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		30,874,508
	$	481,950,073

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	349,628		29,771	$	11.74
B	$	481,600,445		41,240,310	$	11.68

(a) Includes securities on loan with a value of $6,670,534 (see Note E).

(b) Represents amounts on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

27

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $154,555)	$	5,266,031
Affiliated issuers		113,168
Interest		1,183,638
Securities lending income		83,876
		6,646,713
EXPENSES
Advisory fee (see Note B)		3,033,530
Distribution fee—Class B		1,082,584
Transfer agency—Class A		4
Transfer agency—Class B		5,395
Custodian		266,286
Audit and tax		101,479
Printing		56,709
Administrative		48,567
Legal		41,549
Directors’ fees		4,503
Miscellaneous		132,556
Total expenses		4,773,162
Less: expenses waived and reimbursed by the Adviser (see Note B)		(5,544	)
Net expenses		4,767,618
Net investment income		1,879,095
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		195,520
Futures		7,840,792
Options written		458,340
Swaps		3,715,001
Foreign currency transactions		(1,164,617	)
Net change in unrealized appreciation/depreciation of:
Investments		6,602,244
Futures		(1,141,009	)
Swaps		348,257
Foreign currency denominated assets and liabilities		(480,955	)
Net gain on investment and foreign currency transactions		16,373,573
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	18,252,668

See notes to financial statements.

28

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series  Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,879,095		$	160,080
Net realized gain on investment and foreign currency transactions		11,045,036			16,052,363
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		5,328,537			17,264,985
Net increase in net assets from operations		18,252,668			33,477,428
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,822	)		(813	)
Class B		(1,663,749	)		(815,668	)
Net realized gain on investment transactions
Class A		(12,606	)		(794	)
Class B		(16,600,682	)		(1,125,059	)
CAPITAL STOCK TRANSACTIONS
Net increase		94,188,367			135,563,246
Total increase		94,162,176			167,098,340
NET ASSETS
Beginning of period		387,787,897			220,689,557
End of period (including undistributed net investment income of $2,812,919 and $737,363, respectively)	$	481,950,073		$	387,787,897

See notes to financial statements.

29

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

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AllianceBernstein Variable Products Series  Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

	Level 1		Level 2		Level 3			Total
Investments in Securities:
Assets:
Common Stock:
Financials	$	11,917,475	$	18,700,694	$	–0	–^	$	30,618,169
Health Care		9,836,847		8,255,578		–0	–		18,092,425
Consumer Discretionary		8,720,869		8,927,664		–0	–		17,648,533
Information Technology		13,516,126		3,568,747		–0	–		17,084,873
Industrials		7,334,002		9,324,601		–0	–		16,658,603

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DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Consumer Staples	$	6,722,052		$	8,306,136		$	–0	–	$	15,028,188
Energy		5,820,024			4,285,704			–0	–		10,105,728
Materials		2,207,351			5,561,559			–0	–		7,768,910
Telecommunication Services		1,621,737			3,665,780			–0	–		5,287,517
Utilities		2,223,885			2,895,750			–0	–		5,119,635
Governments—Treasuries		–0	–		94,820,395			–0	–		94,820,395
Investment Companies		91,071,178			–0	–		–0	–		91,071,178
Inflation-Linked Securities		–0	–		27,603,728			–0	–		27,603,728
Short-Term Investments		142,291,638			–0	–		–0	–		142,291,638
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		6,893,901			–0	–		–0	–		6,893,901
Total Investments in Securities		310,177,085			195,916,336			–0	–		506,093,421
Other Financial Instruments*:
Assets:
Futures		406,909			844,039			–0	–		1,250,948	#
Forward Currency Exchange Contracts		–0	–		420,548			–0	–		420,548
Centrally Cleared Credit Default Swaps		–0	–		320,640			–0	–		320,640	#
Total Return Swaps		–0	–		1,070,419			–0	–		1,070,419
Liabilities:
Futures		(5,536	)		(191,137	)		–0	–		(196,673	)#
Forward Currency Exchange Contracts		–0	–		(745,779	)		–0	–		(745,779	)
Centrally Cleared Credit Default Swaps		–0	–		(610,031	)		–0	–		(610,031	)#
Total+	$	310,578,458		$	197,025,035		$	–0	–	$	507,603,493

^ Less than $0.50.

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

+ There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks			Total
Balance as of 12/31/13	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		(14,304	)		(14,304	)
Purchases		–0	–		–0	–
Sales		–0	–		–0	–
Transfers in to Level 3		14,304			14,304
Transfers out of Level 3		–0	–		–0	–
Balance as of 12/31/14	$	–0	–^	$	–0	–+
Net change in unrealized appreciation/depreciation from investments held as of 12/31/14*	$	(14,304	)	$	(14,304	)

^ Less than $0.50.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

+ There were de minimis transfers under 1% of net assets during the reporting period.

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AllianceBernstein Variable Products Series  Fund

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (all years since inception of the Portfolio’s) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. This fee waiver and/or reimbursement will remain in effect until May 1, 2015 and then may be extended by the Adviser for additional one-year terms. For the year ended December 31, 2014, such reimbursements/waivers amounted to $5,544. Under the agreement, fees waived and expenses borne by the Adviser were subject to repayment by the Fund until April 1, 2014. No repayment would have been made that would have caused the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Portfolio on or before April 1, 2012. No repayments were made under this provision.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,567.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

The Portfolio may invest in the AB Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)		Dividend Income (000)
$	143,078	$	187,425	$	188,211	$	142,292	$	110

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $110,261, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

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AllianceBernstein Variable Products Series  Fund

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	202,913,673	$	121,806,499
U.S. government securities		58,759,921		28,255,835

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

Cost	$	477,292,275
Gross unrealized appreciation		35,486,880
Gross unrealized depreciation		(6,685,734	)
Net unrealized appreciation	$	28,801,146

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

During the year ended December 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

The Portfolio may also invest in options on swap agreements, also called “swaptions”. 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 on 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.

During the year ended December 31, 2014, the Portfolio held purchased options for hedging purposes. During the year ended December 31, 2014, the Portfolio held written options for hedging purposes.

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AllianceBernstein Variable Products Series  Fund

For the year ended December 31, 2014, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/13/13		–0	–	$	–0	–
Options written		66,154			928,681
Options expired		–0	–		–0	–
Options bought back		(66,154	)		(928,681	)
Options exercised		–0	–		–0	–
Options written outstanding as of 12/31/14		–0	–	$	–0	–

• Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearinghouse’s exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has

37

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a 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) computed based on a contractually-based principal (or “notional”) amount. Interest rate 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).

During the year ended December 31, 2014, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2014, the Portfolio held credit default swaps for non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

38

AllianceBernstein Variable Products Series  Fund

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the year ended December 31, 2014, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	404,866	*
Credit contracts	Receivable/Payable for variation margin on exchange-traded derivatives		320,640	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	610,031	*
Equity contracts	Receivable/Payable for variation margin on exchange-traded derivatives		846,082	*	Receivable/Payable for variation margin on exchange-traded derivatives		196,673	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		420,548		Unrealized depreciation on forward currency exchange contracts		745,779
Equity contracts	Unrealized appreciation on total return swaps		1,070,419
Total		$	3,062,555			$	1,552,483

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

39

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	2,345,265		$	786,042
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		5,495,527			(1,927,051	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(724,751	)		(477,356	)
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(171,126	)		(103,983	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,301,136	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		458,340
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		123,487			137,657
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,159,211			(289,391	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,432,303			499,991
Total		$	9,817,120		$	(1,374,091	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Futures:
Average original value of buy contracts	$	93,513,945
Average original value of sale contracts	$	2,587,443
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	31,574,148
Average principal amount of sale contracts	$	20,974,362
Purchased Options:
Average monthly cost	$	506,010	(a)

40

AllianceBernstein Variable Products Series  Fund

Centrally Cleared Interest Rate Swaps:
Average notional amount	$	6,250,000	(b)
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	26,240,715	(c)
Average notional amount of sale contracts	$	31,008,600	(a)
Total Return Swaps:
Average notional amount	$	30,755,035

(a) Positions were open for eight months during the year.

(b) Positions were open for four months during the year.

(c) Positions were open for seven months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Citigroup Global Markets, Inc.**	$	15,096	$	–0	–	$	–0	–	$	–0	–	$	15,096
Morgan Stanley & Co., LLC**		113,161		(10,857	)		–0	–		–0	–		102,304
Total	$	128,257	$	(10,857	)	$	–0	–	$	–0	–	$	117,400
OTC Derivatives:
Bank of America, NA	$	32,683	$	–0	–	$	–0	–	$	–0	–	$	32,683
BNP Paribas SA		172,066		(91,506	)		–0	–		–0	–		80,560
Citibank		184,071		(72,096	)		–0	–		–0	–		111,975
Deutsche Bank AG London		115,041		(115,041	)		–0	–		–0	–		–0	–
Goldman Sachs International		577,253		–0	–		(530,000	)		–0	–		47,253
Royal Bank of Scotland PLC		52,764		(52,764	)		–0	–		–0	–		–0	–
UBS AG		357,089		(10,727	)		–0	–		(346,362	)		–0	–
Total	$	1,490,967	$	(342,134	)	$	(530,000	)	$	(346,362	)	$	272,471	^
Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount  of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	10,857	$	(10,857	)	$	–0	–	$	–0	–	$	–0	–
Total	$	10,857	$	(10,857	)	$	–0	–	$	–0	–	$	–0	–
OTC Derivatives:
BNP Paribas SA	$	91,506	$	(91,506	)	$	–0	–	$	–0	–	$	–0	–
Citibank		72,096		(72,096	)		–0	–		–0	–		–0	–
Credit Suisse International		79,115		–0	–		–0	–		–0	–		79,115
Deutsche Bank AG		166,739		(115,041	)		–0	–		–0	–		51,698
Royal Bank of Scotland PLC		74,813		(52,764	)		–0	–		–0	–		22,049
State Street Bank & Trust Co.		250,783		–0	–		–0	–		–0	–		250,783
UBS AG		10,727		(10,727	)		–0	–		–0	–		–0	–
Total	$	745,779	$	(342,134	)	$	–0	–	$	–0	–	$	403,645	^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2014.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

41

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $6,670,534 and had received cash collateral which has been invested into AB Exchange Reserves of $6,893,901. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $83,876 and $3,340 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	1,054	$	178,055	$	172,215	$	6,894

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		25,879			21,276		$	306,156		$	239,297
Shares issued in reinvestment of dividends and distributions		1,199			138			13,912			1,526
Shares redeemed		(20,202	)		(1,016	)		(241,602	)		(11,385	)
Net increase		6,876			20,398		$	78,466		$	229,438

42

AllianceBernstein Variable Products Series  Fund

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class B
Shares sold		10,708,222			15,088,582		$	125,493,251		$	168,096,951
Shares issued in reinvestment of dividends and distributions		1,581,336			175,631			18,264,431			1,940,727
Shares redeemed		(4,228,715	)		(3,121,224	)		(49,647,781	)		(34,703,870	)
Net increase		8,060,843			12,142,989		$	94,109,901		$	135,333,808

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

ETF Risk—ETFs are investment companies. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETFs expenses and runs the risk that the ETF may not achieve its investment objectives.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

43

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	10,233,755	$	1,548,285
Net long-term capital gains		8,045,104		394,049
Total taxable distributions paid	$	18,278,859	$	1,942,334

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	8,601,734
Undistributed net capital gain		3,927,483
Accumulated capital and other losses		(10,347	)(a)
Unrealized appreciation/(depreciation)		28,771,399	(b)
Total accumulated earnings/(deficit)	$	41,290,269	(c)

(a) As of December 31, 2014, the Portfolio had cumulative deferred losses on straddles of $10,347.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, passive foreign investment companies (PFICs) and Treasury inflation-protected securities, return of capital distributions received from underlying securities, the tax treatment of corporate restructurings, and the realization for tax purposes of gains/losses on certain derivative instruments.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the amortization of offering costs.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications, the tax treatment of swaps, futures, and passive foreign investment companies (PFICs), return of capital distributions received from underlying securities, and the tax treatment of clearing fees resulted in a net increase in undistributed net investment income and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

44

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series  Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,									April 1, 2011(a) to December 31, 2011
	2014			2013			2012
Net asset value, beginning of period		$11.74			$10.53			$9.75			$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)		.08			.03			(.01	)		.03
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.44			1.26			.81			(.28	)
Net increase (decrease) in net asset value from operations		.52			1.29			.80			(.25	)
Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.04	)		(.01	)		–0	–
Distributions from net realized gain on investment transactions		(.45	)		(.04	)		(.01	)		–0	–
Total dividends and distributions		(.52	)		(.08	)		(.02	)		–0	–
Net asset value, end of period		$11.74			$11.74			$10.53			$9.75
Total Return
Total investment return based on net asset value (d)		4.45	%		12.31	%		8.22	%		(2.50	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$350			$269			$27			$9,742
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.85	%		.85	%		.85	%		.85	%^
Expenses, before waivers/reimbursements		.85	%		.89	%		1.22	%		2.53	%^
Net investment income (loss) (c)		.69	%		.31	%		(.14	)%		.36	%^
Portfolio turnover rate		53	%		52	%		51	%		68	%

See footnote summary on page 46.

45

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,									April 1, 2011(a) to December 31, 2011
	2014			2013			2012
Net asset value, beginning of period		$11.68			$10.49			$9.74			$10.00
Income From Investment Operations
Net investment income (b)(c)		.05			.01			.01			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.45			1.25			.76			(.32	)
Net increase (decrease) in net asset value from operations		.50			1.26			.77			(.26	)
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.03	)		(.01	)		–0	–
Distributions from net realized gain on investment transactions		(.45	)		(.04	)		(.01	)		–0	–
Total dividends and distributions		(.50	)		(.07	)		(.02	)		–0	–
Net asset value, end of period		$11.68			$11.68			$10.49			$9.74
Total Return
Total investment return based on net asset value (d)		4.21	%		12.04	%		7.90	%		(2.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$481,600			$387,519			$220,663			$51,687
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.10	%		1.10	%		1.10	%		1.10	%^
Expenses, before waivers/reimbursements		1.10	%		1.14	%		1.29	%		2.45	%^
Net investment income (c)		.43	%		.05	%		.12	%		1.02	%^
Portfolio turnover rate		53	%		52	%		51	%		68	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

^ Annualized.

See notes to financial statements.

46

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series  Fund

To the Board of Directors and Shareholders of AllianceBernstein Dynamic Asset Allocation Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Dynamic Asset Allocation Portfolio (one of the funds constituting the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)), as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period April 1, 2011 (commencement of operations) through December 31, 2011. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Dynamic Asset Allocation Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and the period April 1, 2011 (commencement of operations) through December 31, 2011, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

47

2014 FEDERAL TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 8.51% of dividends paid qualify for the dividends received deduction.

48

DYNAMIC ASSET
ALLOCATION PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Daniel J. Loewy(2), Vice President Vadim Zlotnikov (2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company	Seward & Kissel LLP
State Street Corporation CCB/5 1 Iron Street	One Battery Park Plaza New York, NY 10004
Boston, MA 02210
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc.	AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas	P.O. Box 786003
New York, NY 10105	San Antonio, TX 78278-6003
	Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Dynamic Asset Allocation Team. Daniel J. Loewy and Vadim Zlotnikov are the investment professionals primarily responsible for the day-to-day management of the Portfolio’s portfolio.

49

DYNAMIC ASSET ALLOCATION PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		116	None

50

AllianceBernstein Variable Products Series  Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011

51

DYNAMIC ASSET ALLOCATION PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None

52

AllianceBernstein Variable Products Series  Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

53

DYNAMIC ASSET ALLOCATION PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Daniel J. Loewy 40	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.
Vadim Zlotnikov 52	Vice President	Senior Vice President of the Adviser,** with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel, and Assistant Secretary of ABI,** with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of ABIS,** with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS,** with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

54

DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series  Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”) at a meeting held on August 4-7, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for the calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for

55

DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Portfolio’s profitability to the Adviser would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the August 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) World Index, the Barclays U.S. Treasury Index and its blended benchmark (a 60%/40% blend of the MSCI World Index and the Barclays U.S. Treasury Index), in each case for the 1- and 3-year periods ended May 31, 2014 and (in the case of comparison with the indices) the since inception period (April 2011 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1- and 3-year periods. It outperformed the Barclays U.S. Treasury Index (its secondary benchmark) in the 1-year period and the period since inception but lagged the MSCI World Index (its primary benchmark) and its blended benchmark. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The information reviewed by the directors showed that, at the Portfolio’s current size, its contractual effective advisory fee rate of 70 basis points, plus the 1.8 basis point impact of the administrative expense reimbursement in the latest fiscal year ,was lower than the Expense Group median.

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate being paid under the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising other registered investment companies pursuing a similar investment style.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

56

AllianceBernstein Variable Products Series  Fund

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it may use ETFs when they are the most cost effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year and reflected fee waivers and/or expense reimbursements as a result of an expense cap by the Adviser. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, reflecting a cap by the Adviser, was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio does not contain breakpoints, and that they had previously discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Portfolio’s assets level and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

57

DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series  Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”).^2,3 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

1. Management fees charged to institutional and other clients of the Adviser for like services;

2. Management fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.” ⁴

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement.

Portfolio	Net Assets 06/30/14 ($MM)		Advisory Fee
Dynamic Asset Allocation Portfolio	$	442.2	0.70% of average daily net assets

1 The information in the fee evaluation was completed on July 24, 2014 and discussed with the Board of Directors on August 5-7, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The Portfolio commenced operation on April 1, 2011.

4 Jones v. Harris at 1427.

58

AllianceBernstein Variable Products Series  Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,422 (0.018% of the Portfolio’s average daily net assets) for such services.

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/13)	Fiscal Year End
Dynamic Asset Allocation Portfolio	Class A     0.85%	0.89%	December 31
	Class B     1.10%	1.14%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have

5 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on June 30, 2014 net assets:⁶

Portfolio	Net Assets 6/30/14 ($MM)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Dynamic Asset Allocation Portfolio	$	442.2	Dynamic All Market 0.60% on 1st $500 million 0.50% on the balance		0.600	%		0.700	%
			Minimum account size: $250 m

The Adviser manages AllianceBernstein Dynamic All Market Fund—(“Dynamic All Market Fund”), a retail mutual fund which has a somewhat similar investment style as the Portfolio. The advisory fee schedule of Dynamic All Market Fund is set forth below.

Portfolio	AB Fund	Fee
Dynamic Asset Allocation Portfolio	Dynamic All Market Fund	0.60% of average daily net assets

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”), which utilize the Adviser’s DAA strategy. Unlike the Dynamic Asset Allocation Portfolio, the Overlay Portfolios are not designed as stand-alone investments and are used in conjunction with globally diversified Private Client portfolios.⁷ The advisory fee schedules of the Overlay Portfolios are set forth below. Also shown are what would have been the effective advisory fees of the Portfolio had the Overlay Portfolios’ fee schedules been applicable to the Portfolio based on June 30, 2014 net assets:

Portfolio	Overlay Portfolio	Fee8
Dynamic Asset Allocation Portfolio	Overlay A Portfolio Tax-Aware Overlay A Portfolio	0.90% of average daily net assets
	Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio	0.65% of average daily net assets

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for Dynamic Diversified Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee9
Dynamic Asset Allocation Portfolio	Dynamic Diversified Portfolio
	Class A	1.70%
	Class I (Institutional)	0.90%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on June 30, 2014 net assets.

6 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

7 Overlay A Portfolio and Tax-Aware Overlay A Portfolio are intended for use in Private Client accounts that have a higher equity weighting (e.g. 80% equity and 20% fixed-income). The other Overlay Portfolios are intended for use in Private Client accounts that have a higher fixed income weighting (e.g. 70% fixed- income and 30% equity). The Overlay Portfolios will gain exposure to various asset classes through direct investments in equity and debt securities as well as derivatives.

8 The advisory fees of each Overlay Portfolio are based on the percentage of each portfolio’s average daily net assets, not an aggregate of the assets in the portfolios shown.

9 Class A shares of the Luxembourg funds are charged an “all-in” fee, which includes investment advisory and distribution-related services, unlike Class I shares, whose fee is for only investment advisory services.

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AllianceBernstein Variable Products Series  Fund

Portfolio		Fee Schedule	Effective Sub-Adv. Fee
Dynamic Asset Allocation Portfolio	Client # 1	0.40% on 1st $250 million 0.35% on next $250 million 0.325% on next $500 million 0.30% on the balance		0.378%
	Client # 2	0.40% on first $100 million 0.35% on next $100 million 0.30% on the balance		0.334%
	Client # 310	0.35% on first $400 million 0.30% on the balance		0.345%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ Lipper’s analysis included the Portfolio’s contractual management fee¹² estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).¹³

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee14		Lipper EG Median (%)		Lipper EG Rank
Dynamic Asset Allocation Portfolio		0.700		0.758		3/7

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁵

10 The client is an affiliate of the Adviser.

11 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s length.” Jones v. Harris at 1429.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

14 The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers for expense caps that would effectively reduce the actual management fee.

15 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Total Expense Ratio  (%)16		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Dynamic Asset Allocation Portfolio		0.851		0.730		5/7		0.724		9/14

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $735,941 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $1,649,568 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.¹⁷

The Portfolio did not effect any brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB.” The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and

16 Most recently completed fiscal year Class A total expense ratio.

17 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2013.

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AllianceBernstein Variable Products Series  Fund

charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁸ study on advisory fees and various fund characteristics.¹⁹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $480 billion as of June 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 and 3 year net performance ranking and return²¹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended May 31, 2014.²³

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Dynamic Asset Allocation Portfolio
1 year		9.61		10.57		9.98		5/7		8/14
3 year		6.15		7.76		6.14		4/5		4/8

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

21 The performance rankings are for the Class A shares of the Portfolio. The performance return of the Portfolio shown was provided by Lipper.

22 The Portfolio’s PG/PU is identical to the Portfolio’s EG/EU.

23 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1 year, 3 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2014.²⁴

	Periods Ending May 31, 2014 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		Since Inception (%)
Dynamic Asset Allocation Portfolio		9.61		6.15		6.52
60% MSCI World/ 40% Barclays US Aggregate Government—Treasury		11.56		7.79		8.06
MSCI World Net Index		18.87		10.56		10.50
Barclays US Aggregate Government—Treasury		1.06		2.99		3.70
Inception Date: April 1, 2011

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. However, the Senior Officer recommended that the Directors discuss with the Adviser the proposed advisory fee schedule of the Portfolio, which lack potential for sharing economies of scale through breakpoints, should the Portfolio’s assets, which currently remain low, grow to a substantial level. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 29, 2014

24 The performance returns shown in the table are for the Class A shares of the Portfolio. The performance returns for the Portfolio and the benchmark were provided by the Adviser.

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VPS-DAA-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ GLOBAL THEMATIC GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

GLOBAL THEMATIC GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Global Thematic Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio pursues opportunistic growth by investing in a global universe of companies in multiple industries that may benefit from innovation.

AllianceBernstein L.P. (the “Adviser”) employs a combination of “top-down” and “bottom-up” investment processes with the goal of identifying the most attractive securities worldwide, fitting into broader themes, which are developments that have broad effects across industries and companies. Drawing on the global fundamental and quantitative research capabilities of the Adviser, the Adviser seeks to identify long-term secular growth trends that will affect multiple industries. The Adviser will assess the effects of these trends, in the context of the business cycle, on entire industries and on individual companies. The Adviser normally considers a large universe of mid- to large-capitalization companies worldwide for investment.

The Portfolio invests in securities issued by U.S. and non-U.S. companies from multiple industry sectors in an attempt to maximize opportunity, which should also tend to reduce risk. The Portfolio invests in both developed and emerging-market countries. Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. In addition, the Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries. The percentage of the Portfolio’s assets invested in securities of companies in a particular country or denominated in a particular currency varies in accordance with the Adviser’s assessment of the appreciation potential of such securities.

The Portfolio may invest in any company and industry and in any type of equity security, listed and unlisted, with potential for capital appreciation. It invests in well-known, established companies as well as new, smaller or less-seasoned companies. Investments in new, smaller or less-seasoned companies may offer more reward but may also entail more risk than is generally true of larger, established companies. The Portfolio may also invest in synthetic foreign equity securities, which are various types of warrants used internationally that entitle a holder to buy or sell underlying securities, real estate investment trusts and zero coupon bonds.

The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

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

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

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmark, the Morgan Stanley Capital International All Country (“MSCI AC”) World Index (net) for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the benchmark for the annual period. Sector allocation was responsible for much of the outperformance; currency positioning also contributed. Security selection was negative. Stock selection in health care (mostly embedded within the Portfolio’s Genomic Age, Fortifying Franchises and Emerging Consumer themes) and overweight exposure to the technology sector (mostly embedded within the Portfolio’s Web 3.0 theme) contributed. Stock selection in technology (mostly embedded within the Web 3.0 theme) and energy (mostly embedded within the Energy Transformation theme) detracted.

The Portfolio utilized derivatives in the form of currency forwards for hedging purposes, which detracted from performance during the annual period.

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AllianceBernstein Variable Products Series Fund

MARKET REVIEW AND INVESTMENT STRATEGY

The performance of global equity markets was uneven in 2014, as risk sentiment seesawed amid mixed news flow. The global economic outlook dimmed in key regions of the world. In Europe, the eurozone continued to be burdened by sluggish growth and the looming specter of deflation, leading to speculation in the closing months of the year that the European Central Bank would implement a quantitative easing program similar to the one employed by the U.S. In Asia, fears that Japan’s economic recovery was faltering prompted the Bank of Japan to inject more liquidity into global markets by significantly increasing its purchase of Japanese government assets, which lifted world equity markets temporarily. Data would indicate that Japan’s economy, the world’s third largest, had, in fact, slipped into a recession in the third quarter. Additionally, in emerging Asia, data released during the period continued to suggest that China’s economy, the world’s second largest, was weakening. Despite the discouraging numbers, China’s equity markets rose for the year on hopes that the country’s policymakers would soon implement more stimulus measures to jump-start growth. Concerns about the dimming global economic outlook led to a steep drop in commodity prices, especially crude oil, and negatively impacted the economies of countries that rely heavily on exporting raw materials, including Australia, Brazil and Russia. The one bright spot was found in the U.S., where investors grew increasingly confident that the American economy was strengthening, buoyed by a low interest rate environment, encouraging domestic data, strong corporate earnings and news about potential corporate deals.

The Global Thematic Growth Oversight Group (the “Team”) continues to identify companies involved in disruptive themes and offering valuations that, in the Team’s view, do not adequately capture their upside potential. The Team continues to focus on trends that persist regardless of the economic cycle, possessing what its analysis suggests to be longer-term growth fundamentals.

2

GLOBAL THEMATIC GROWTH PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged MSCI AC World Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World Index (net; free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. Net returns reflect the reinvestment of dividends after deduction of non-U.S. withholding tax. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

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.

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

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

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

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its 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.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

(Disclosures, Risks and Note about Historical Performance continued on next page)

3

GLOBAL THEMATIC GROWTH PORTFOLIO
DISCLOSURES AND RISKS
(continued from previous page)	AllianceBernstein Variable Products Series Fund

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

4

GLOBAL THEMATIC GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Global Thematic Growth Portfolio Class A†		5.06%		6.06%		3.93%
Global Thematic Growth Portfolio Class B†		4.81%		5.79%		3.68%
MSCI AC World Index (net)		4.16%		9.17%		6.09%
*    Average annual returns. †    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.02%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.98% and 1.23% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GLOBAL THEMATIC GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in Global Thematic Growth Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the MSCI AC World Index (net). The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

5

GLOBAL THEMATIC GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	974.10	$	5.17		1.04	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.96	$	5.30		1.04	%
Class B
Actual	$	1,000	$	972.90	$	6.41		1.29	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.70	$	6.56		1.29	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

6

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
NIKE, Inc.—Class B	$	2,720,084		2.1	%
Visa, Inc.—Class A		2,692,794		2.1
Roche Holding AG		2,527,891		2.0
UnitedHealth Group, Inc.		2,471,650		1.9
Colgate-Palmolive Co.		2,435,488		1.9
Delphi Automotive PLC		2,428,121		1.9
AIA Group Ltd.		2,388,688		1.9
Abbott Laboratories		2,380,207		1.9
Monsanto Co.		2,292,629		1.8
Google, Inc.—Class C		2,287,734		1.8
	$	24,625,286		19.3	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	30,499,413		23.9	%
Consumer Discretionary		28,923,536		22.7
Health Care		23,753,345		18.6
Consumer Staples		15,297,526		12.0
Financials		15,099,462		11.9
Energy		7,649,324		6.0
Materials		2,292,629		1.8
Industrials		2,269,464		1.8
Telecommunication Services		1,255,941		1.0
Short-Term Investments		399,944		0.3
Total Investments	$	127,440,584		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	67,335,133		52.8	%
Switzerland		7,580,946		5.9
Japan		6,603,589		5.2
Hong Kong		5,323,790		4.2
United Kingdom		4,919,049		3.9
India		4,637,732		3.6
Singapore		3,388,978		2.7
Netherlands		3,151,340		2.5
France		3,097,893		2.4
Brazil		2,883,481		2.3
China		2,450,976		1.9
Indonesia		2,264,966		1.8
Belgium		2,209,186		1.7
Other		11,193,581		8.8
Short-Term Investments		399,944		0.3
Total Investments	$	127,440,584		100.0	%

* All data are as of December 31, 2014. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.4% or less in the following countries: Austria, Germany, Italy, Mexico, Peru, Philippines, South Africa, Sweden and Taiwan.

8

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.6%
INFORMATION TECHNOLOGY–23.9%
COMMUNICATIONS EQUIPMENT–1.4%
CalAmp Corp.(a)		56,340	$	1,031,022
Palo Alto Networks, Inc.(a)		6,200		759,934
				1,790,956
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
InvenSense, Inc.(a)(b)		80,795		1,313,727
INTERNET SOFTWARE & SERVICES–4.3%
Google, Inc.–Class C(a)		4,346		2,287,734
LinkedIn Corp.–Class A(a)		8,927		2,050,621
Tencent Holdings Ltd.		79,100		1,144,492
				5,482,847
IT SERVICES–2.1%
Visa, Inc.–Class A		10,270		2,692,794
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.7%
ams AG		36,950		1,335,742
Avago Technologies Ltd.		19,790		1,990,676
MediaTek, Inc.		98,000		1,424,668
NVIDIA Corp.		83,078		1,665,714
NXP Semiconductors NV(a)		22,440		1,714,416
Skyworks Solutions, Inc.		23,570		1,713,775
				9,844,991
SOFTWARE–5.2%
Mobileye NV(a)(b)		37,950		1,539,252
NetSuite, Inc.(a)		8,429		920,194
Salesforce.com, Inc.(a)		27,242		1,615,723
ServiceNow, Inc.(a)		17,080		1,158,878
Verint Systems, Inc.(a)		24,220		1,411,542
				6,645,589
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.2%
Apple, Inc.		13,405		1,479,644
Cray, Inc.(a)		36,220		1,248,865
				2,728,509
				30,499,413
CONSUMER DISCRETIONARY–22.7%
AUTO COMPONENTS–1.9%
Delphi Automotive PLC		33,390		2,428,121
AUTOMOBILES–4.0%
Harley-Davidson, Inc.		24,470		1,612,818
Nissan Motor Co., Ltd.		111,400		971,605
Tata Motors Ltd.–Class A		242,474		1,283,511
Volkswagen AG (Preference Shares)		5,756		1,279,302
				5,147,236
DIVERSIFIED CONSUMER SERVICES–1.4%
Kroton Educacional SA		316,900	$	1,847,848
HOTELS, RESTAURANTS & LEISURE–3.1%
Alsea SAB de CV(a)(b)		263,205		724,121
Melco Crown Entertainment Ltd. (ADR)		54,240		1,377,696
Yum! Brands, Inc.		25,060		1,825,621
				3,927,438
INTERNET & CATALOG RETAIL–3.4%
Amazon.com, Inc.(a)		4,063		1,260,952
JD.com, Inc. (ADR)(a)		56,460		1,306,484
Priceline Group, Inc. (The)(a)		1,590		1,812,934
				4,380,370
MEDIA–0.6%
Comcast Corp.–Class A		12,230		709,462
MULTILINE RETAIL–1.7%
Lojas Renner SA		36,000		1,035,633
Matahari Department Store Tbk PT		919,000		1,107,359
				2,142,992
SPECIALTY RETAIL–1.9%
Chow Tai Fook Jewellery Group Ltd.(b)		768,600		1,029,381
Fast Retailing Co., Ltd.		3,700		1,346,412
				2,375,793
TEXTILES, APPAREL & LUXURY GOODS–4.7%
Cie Financiere Richemont SA		22,560		2,000,138
NIKE, Inc.–Class B		28,290		2,720,084
Samsonite International SA		419,800		1,244,054
				5,964,276
				28,923,536
HEALTH CARE–18.6%
BIOTECHNOLOGY–1.6%
Cepheid(a)		36,697		1,986,776
HEALTH CARE EQUIPMENT & SUPPLIES–3.8%
Abbott Laboratories		52,870		2,380,207
Elekta AB–Class B(b)		73,740		753,902
Essilor International SA		14,980		1,670,559
				4,804,668
HEALTH CARE PROVIDERS & SERVICES–1.9%
UnitedHealth Group, Inc.		24,450		2,471,650
LIFE SCIENCES TOOLS & SERVICES–2.5%
Illumina, Inc.(a)		7,821		1,443,600
Quintiles Transnational Holdings, Inc.(a)		30,708		1,807,780
				3,251,380

9

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
PHARMACEUTICALS–8.8%
Aspen Pharmacare Holdings Ltd.(a)		49,820	$	1,738,024
Bristol-Myers Squibb Co.		32,130		1,896,634
Kalbe Farma Tbk PT		7,852,000		1,157,607
Perrigo Co. PLC		13,530		2,261,675
Roche Holding AG		9,330		2,527,891
Sun Pharmaceutical Industries Ltd.		126,730		1,657,040
				11,238,871
				23,753,345
CONSUMER STAPLES–12.0%
BEVERAGES–1.7%
Anheuser-Busch InBev NV		19,630		2,209,186
FOOD PRODUCTS–5.5%
Danone SA		21,832		1,427,334
Mead Johnson Nutrition Co.– Class A		19,930		2,003,762
Nestle SA		20,480		1,493,012
Universal Robina Corp.		363,391		1,584,344
WH Group Ltd.(a)(c)		928,000		528,025
				7,036,477
HOUSEHOLD PRODUCTS–3.6%
Colgate-Palmolive Co.		35,200		2,435,488
Unicharm Corp.		86,500		2,073,325
				4,508,813
PERSONAL PRODUCTS–1.2%
Estee Lauder Cos., Inc. (The)–Class A		20,250		1,543,050
				15,297,526
FINANCIALS–11.8%
BANKS–3.0%
Credicorp Ltd.		7,860		1,259,015
ING Groep NV(a)		111,220		1,436,924
UniCredit SpA		170,860		1,094,463
				3,790,402
CAPITAL MARKETS–1.2%
UBS Group AG(a)		91,490		1,559,905
DIVERSIFIED FINANCIAL SERVICES–2.5%
Intercontinental Exchange, Inc.		8,090		1,774,056
London Stock Exchange Group PLC		39,980		1,375,672
				3,149,728
INSURANCE–2.7%
AIA Group Ltd.		434,600		2,388,688
St James’s Place PLC		88,450		1,115,256
				3,503,944
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.1%
Global Logistic Properties Ltd.		750,000		1,398,302
THRIFTS & MORTGAGE FINANCE–1.3%
Housing Development Finance Corp. Ltd.		94,890	$	1,697,181
				15,099,462
ENERGY–6.0%
ENERGY EQUIPMENT & SERVICES–2.9%
Oceaneering International, Inc.		27,320		1,606,689
Schlumberger Ltd.		24,590		2,100,232
				3,706,921
OIL, GAS & CONSUMABLE FUELS–3.1%
Concho Resources, Inc.(a)		21,925		2,187,019
Noble Energy, Inc.		37,010		1,755,384
				3,942,403
				7, 649,324
MATERIALS–1.8%
CHEMICALS–1.8%
Monsanto Co.		19,190		2,292,629
INDUSTRIALS–1.8%
AEROSPACE & DEFENSE–1.0%
Hexcel Corp.(a)		31,650		1,313,158
MACHINERY–0.8%
FANUC Corp.		5,800		956,306
				2,269,464
TELECOMMUNICATION SERVICES–1.0%
WIRELESS TELECOMMUNICATION SERVICES–1.0%
SoftBank Corp.		21,100		1,255,941
Total Common Stocks (cost $107,764,977)				127,040,640
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.3%
TIME DEPOSIT–0.3%
State Street Time Deposit 0.01%, 1/02/15 (cost $399,944)	$	400		399,944
Total Investments Before Security Lending Collateral for Securities Loaned–99.9% (cost $108,164,921)				127,440,584

10

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.1%
INVESTMENT COMPANIES–3.1%
AB Exchange Reserves–Class I, 0.07%(d)(e) (cost $3,994,969)		3,994,969	$	3,994,969
TOTAL INVESTMENTS–103.0% (cost $112,159,890)			$	131,435,553
Other assets less liabilities–(3.0)%				(3,821,358	)
NET ASSETS–100.0%			$	127,614,195

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		USD	266		RUB	16,955		1/22/15	$	15,013
Deutsche Bank AG		USD	2,276		CAD	2,618		3/18/15		(26,728	)
Deutsche Bank AG		USD	2,623		JPY	316,554		3/18/15		21,141
Goldman Sachs Bank USA		BRL	4,243		USD	1,597		1/05/15		1,202
Goldman Sachs Bank USA		USD	1,598		BRL	4,243		1/05/15		(1,924	)
Goldman Sachs Bank USA		BRL	4,243		USD	1,584		2/03/15		657
Goldman Sachs Bank USA		USD	1,657		AUD	2,010		3/18/15		(24,987	)
JPMorgan Chase Bank		BRL	4,243		USD	1,666		1/05/15		69,983
JPMorgan Chase Bank		USD	1,597		BRL	4,243		1/05/15		(1,202	)
Standard Chartered Bank		HKD	45,884		USD	5,919		3/18/15		2,366
State Street Bank & Trust Co.		CHF	3,248		USD	3,327		3/18/15		55,632
State Street Bank & Trust Co.		USD	891		EUR	724		3/18/15		(14,061	)
State Street Bank & Trust Co.		USD	325		NOK	2,339		3/18/15		(11,781	)
State Street Bank & Trust Co.		USD	302		SEK	2,283		3/18/15		(9,305	)
UBS AG		RUB	16,955		USD	306		1/22/15		24,423
UBS AG		USD	2,861		GBP	1,832		3/18/15		(7,014	)
										$  93,415

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the market value of this security amounted to $528,025 or 0.4% of net assets.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

RUB—Russian Ruble

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

11

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $108,164,921)	$	127,440,584	(a)
Affiliated issuers (cost $3,994,969—investment of cash collateral for securities loaned)		3,994,969
Foreign currencies, at value (cost $237,434)		229,632
Unrealized appreciation on forward currency exchange contracts		190,417
Dividends and interest receivable		155,084
Receivable for capital stock sold		21,659
Total assets		132,032,345
LIABILITIES
Payable for collateral received on securities loaned		3,994,969
Payable for capital stock redeemed		105,895
Unrealized depreciation on forward currency exchange contracts		97,002
Advisory fee payable		82,831
Distribution fee payable		20,930
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		104,101
Total liabilities		4,418,150
NET ASSETS	$	127,614,195
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,989
Additional paid-in capital		154,254,540
Accumulated net investment loss		(307,964	)
Accumulated net realized loss on investment and foreign currency transactions		(45,693,745	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		19,355,375
	$	127,614,195

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	30,886,295		1,416,627	$	21.80
B	$	96,727,900		4,572,845	$	21.15

(a) Includes securities on loan with a value of $3,829,923 (see Note E).

See notes to financial statements.

12

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $92,665)	$	1,534,231
Affiliated issuers		2,275
Interest		241
Securities lending income		149,739
		1,686,486
EXPENSES
Advisory fee (see Note B)		995,970
Distribution fee—Class B		252,112
Transfer agency—Class A		1,498
Transfer agency—Class B		4,748
Custodian		104,308
Printing		69,780
Audit and tax		60,670
Administrative		48,204
Legal		36,472
Directors’ fees		4,503
Miscellaneous		11,319
Total expenses		1,589,584
Net investment income		96,902
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		14,853,075
Foreign currency transactions		(766,761	)
Net change in unrealized appreciation/depreciation of:
Investments		(7,922,488	)
Foreign currency denominated assets and liabilities		79,799
Net gain on investment and foreign currency transactions		6,243,625
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,340,527

See notes to financial statements.

13

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	96,902		$	20,715
Net realized gain on investment and foreign currency transactions		14,086,314			10,129,091
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(7,842,689	)		16,927,001
Net increase in net assets from operations		6,340,527			27,076,807
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(74,183	)
Class B		–0	–		(19,394	)
Return of capital
Class A		–0	–		(6,024	)
Class B		–0	–		(1,575	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(12,309,423	)		(25,487,404	)
Total increase (decrease)		(5,968,896	)		1,488,227
NET ASSETS
Beginning of period		133,583,091			132,094,864
End of period (including accumulated net investment loss of ($307,964) and distributions in excess of net investment income of ($36,593), respectively)	$	127,614,195		$	133,583,091

See notes to financial statements.

14

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Thematic Growth Portfolio (the “Portfolio”), formerly AllianceBernstein Global Technology Portfolio, is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

15

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stock:
Information Technology	$	26,594,511		$	3,904,902		$	–0	–	$	30,499,413
Consumer Discretionary		18,661,774			10,261,762			–0	–		28,923,536
Health Care		15,002,224			8,751,121			–0	–		23,753,345
Consumer Staples		5,982,300			9,315,226			–0	–		15,297,526
Financials		4,592,976			10,506,486			–0	–		15,099,462
Energy		7,649,324			–0	–		–0	–		7,649,324
Materials		2,292,629			–0	–		–0	–		2,292,629
Industrials		1,313,158			956,306			–0	–		2,269,464
Telecommunication Services		–0	–		1,255,941			–0	–		1,255,941
Short-Term Investments		–0	–		399,944			–0	–		399,944
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		3,994,969			–0	–		–0	–		3,994,969
Total Investments in Securities		86,083,865			45,351,688	+		–0	–		131,435,553
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		190,417			–0	–		190,417
Liabilities:
Forward Currency Exchange Contracts		–0	–		(97,002	)		–0	–		(97,002	)
Total^(a)	$	86,083,865		$	45,445,103		$	–0	–	$	131,528,968

16

AllianceBernstein Variable Products Series Fund

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

^ There were no transfers from Level 1 to Level 2 during the reporting period.

(a) An amount of $2,116,921 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

17

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,204.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $100,481, of which $32 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

18

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	63,055,090		$	75,032,752
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Cost	$	112,437,361
Gross unrealized appreciation		22,516,256
Gross unrealized depreciation		(3,518,064	)
Net unrealized appreciation	$	18,998,192

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal type of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

19

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	190,417	Unrealized depreciation on forward currency exchange contracts	$	97,002
Total		$	190,417		$	97,002

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(851,198	)	$	91,786
Total		$	(851,198	)	$	91,786

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	23,966,149
Average principal amount of sale contracts	$	19,116,232

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Barclays Bank PLC

$

15,013

$

–0

–

$

–0

–

$

–0

–

$

15,013

Deutsche Bank AG

21,141

(21,141

)

–0

–

–0

–

–0

–

Goldman Sachs Bank USA

1,859

(1,859

)

–0

–

–0

–

–0

–

JPMorgan Chase Bank

69,983

(1,202

)

–0

–

–0

–

68,781

Standard Chartered Bank

2,366

–0

–

–0

–

–0

–

2,366

State Street Bank & Trust Co.

55,632

(35,147

)

–0

–

–0

–

20,485

UBS AG

24,423

(7,014

)

–0

–

–0

–

17,409

Total

$

190,417

$

(66,363

)

$

–0

–

$

–0

–

$

124,054

^

20

AllianceBernstein Variable Products Series Fund

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
OTC Derivatives:
Deutsche Bank AG	$	26,728	$	(21,141	)	$	–0	–	$	–0	–	$	5,587
Goldman Sachs Bank USA		26,911		(1,859	)		–0	–		–0	–		25,052
JPMorgan Chase Bank		1,202		(1,202	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		35,147		(35,147	)		–0	–		–0	–		–0	–
UBS AG		7,014		(7,014	)		–0	–		–0	–		–0	–
Total	$	97,002	$	(66,363	)	$	–0	–	$	–0	–	$	30,639	^

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $3,829,923 and had received cash collateral which has been invested into AB Exchange Reserves of $3,994,969. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $149,739 and $2,275 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	1,350	$	28,457	$	25,812	$	3,995

21

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		176,301			144,991		$	3,806,795		$	2,658,807
Shares issued in reinvestment of dividends and distributions		–0	–		4,357			–0	–		80,207
Shares redeemed		(311,370	)		(980,306	)		(6,660,284	)		(18,090,881	)
Net decrease		(135,069	)		(830,958	)	$	(2,853,489	)	$	(15,351,867	)
Class B
Shares sold		731,986			638,321		$	15,358,776		$	11,410,760
Shares issued in reinvestment of dividends and distributions		–0	–		1,169			–0	–		20,969
Shares redeemed		(1,183,248	)		(1,208,972	)		(24,814,710	)		(21,567,266	)
Net decrease		(451,262	)		(569,482	)	$	(9,455,934	)	$	(10,135,537	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

22

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	93,577
Total taxable distributions		–0	–		93,577
Tax return of capital		–0	–		7,599
Total distributions paid	$	–0	–	$	101,176

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(45,633,189	)(a)
Unrealized appreciation/(depreciation)		18,986,855	(b)
Total accumulated earnings/(deficit)	$	(26,646,334	)

(a) On December 31, 2014, the Portfolio had a net capital loss carryforward of $45,416,274. During the fiscal year, the Portfolio utilized $14,519,928 of capital loss carryforwards to offset current year net realized gains. At December 31, 2014, the Portfolio had a qualified late-year ordinary loss deferral of $216,915 which is deemed to arise on January 1, 2015.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $45,416,274 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$26,615,714	n/a	2016
18,800,560	n/a	2017

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications and the disallowance of a net operating loss resulted in a net decrease in undistributed net investment income, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

23

GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$20.75			$16.88			$14.87			$19.47			$16.73
Income From Investment Operations
Net investment income (a)		.06			.04			.13			.02			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.99			3.88			1.88			(4.52	)		2.98
Net increase (decrease) in net asset value from operations		1.05			3.92			2.01			(4.50	)		3.10
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.05	)		–0	–		(.10	)		(.36	)
Tax return of capital		–0	–		(.00	)(b)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.05	)		–0	–		(.10	)		(.36	)
Net asset value, end of period		$21.80			$20.75			$16.88			$14.87			$19.47
Total Return
Total investment return based on net asset value (c)*		5.06	%		23.26	%		13.52	%		(23.23	)%		18.93	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,886			$32,195			$40,231			$42,094			$66,302
Ratio to average net assets of:
Expenses		1.01	%		.98	%		.99	%		.94	%		.99	%+
Net investment income		.26	%		.22	%		.83	%		.10	%		.69	%+
Portfolio turnover rate		48	%		96	%		152	%		163	%		117	%

See footnote summary on page 25.

24

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$20.18			$16.42			$14.50			$18.99			$16.34
Income From Investment Operations
Net investment income (loss) (a)		.00	(b)		(.01	)		.09			(.03	)		.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.97			3.77			1.83			(4.40	)		2.90
Net increase (decrease) in net asset value from operations		.97			3.76			1.92			(4.43	)		2.97
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.00	)(b)		–0	–		(.06	)		(.32	)
Tax return of capital		–0	–		(.00	)(b)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.00	)		–0	–		(.06	)		(.32	)
Net asset value, end of period		$21.15			$20.18			$16.42			$14.50			$18.99
Total Return
Total investment return based on net asset value (c)*		4.81	%		22.93	%		13.24	%		(23.41	)%		18.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$96,728			$101,388			$91,864			$99,084			$141,649
Ratio to average net assets of:
Expenses		1.26	%		1.23	%		1.24	%		1.19	%		1.24	%+
Net investment income (loss)		.01	%		(.06	)%		.58	%		(.14	)%		.44	%+
Portfolio turnover rate		48	%		96	%		152	%		163	%		117	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) 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.

* 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, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.02%, 0.05%, 0.07%, 0.04% and 0.04%, respectively.

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

See notes to financial statements.

25

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Global Thematic Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Global Thematic Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Global Thematic Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

26

GLOBAL THEMATIC GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief
Michael J. Downey(1)	Executive Officer
William H. Foulk, Jr.(1)	Garry L. Moody(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer	Joseph J. Mantineo, Treasurer and     Chief Financial Officer
Daniel C. Roarty(2), Vice President	Phyllis J. Clarke, Controller
Tassos M. Stassopoulos(2), Vice President Emilie D. Wrapp, Secretary	Vincent S. Noto, Chief Compliance Officer
CUSTODIAN and ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company	Seward & Kissel LLP
State Street Corporation CCB/5	One Battery Park Plaza
1 Iron Street	New York, NY 10004
Boston, MA 02210
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc.	AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas	P.O. Box 786003
New York, NY 10105	San Antonio, TX 78278-6003
	Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Global Growth and Thematic Investment Team. Messrs. Roarty and Stassopoulos are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

27

GLOBAL THEMATIC GROWTH PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

28

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

29

GLOBAL THEMATIC GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to this position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

30

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS,* AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Daniel C. Roarty 43	Vice President	Senior Vice President of the Adviser**, and Technology Sector Head, with which he has been associated since May 2011. Prior thereto, he was in research and portfolio management at Nuveen Investments since prior to 2010.
Tassos M. Stassopoulos 46	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

31

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Global Thematic Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/14 ($MIL)
Global Thematic Growth Portfolio	Specialty	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$132.9

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

32

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,101 (0.041% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Global Thematic Growth Portfolio	Class A    0.98%		December 31
	Class B    1.23%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL )		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$	132.9	Global Thematic Research Schedule		0.550	%		0.750	%
			0.80% on 1st $25m
			0.60% on next $25m
			0.50% on next $50m
			0.40% on the balance
			Minimum account size $25m

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

33

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Thematic Growth Fund, Inc. (“Global Thematic Growth Fund, Inc.), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Global Thematic Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio7	Global Thematic Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for Thematic Research Growth Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

Fund	Fee8
Thematic Research Growth Portfolio Class A		1.70	%
Class I (Institutional)		0.90	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The advisory fees of AllianceBernstein Global Thematic Growth Fund, Inc. are based on the mutual fund’s net assets at the end of each quarter and are paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fees are based on the Portfolio’s average daily net assets and are paid on a monthly basis.

8 Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

34

AllianceBernstein Variable Products Series Fund

expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Global Thematic Growth Portfolio14		0.750		0.754		4/10

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Global Thematic Growth Portfolio16		0.977		0.906		7/10		0.891		11/15

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $235,491 in Rule 12b-1 fees.

12 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 The Portfolio’s EG includes the Portfolio, four other variable insurance product (“VIP”) Global Growth funds (“GLGE”) and five VIP Global Core funds (“GLCE”).

15 Most recently completed fiscal year end Class A total expense ratio.

16 The Portfolio’s EU includes the Portfolio, EG and all other VIP GLGE and VIP GLCE funds, excluding outliers.

35

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $547,931 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁷

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

36

AllianceBernstein Variable Products Series Fund

discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2014.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Global Thematic Growth Portfolio24
1 year		26.45		26.21		22.81		2/5		4/15
3 year		2.86		10.36		10.35		5/5		14/14
5 year		17.89		20.80		21.55		5/5		13/13
10 year		4.21		6.86		7.85		3/3		9/9

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmarks.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁸

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio24		26.45		2.86		17.89		4.21		5.35		20.62		0.89		5
MSCI AC World Index		18.16		8.35		19.58		6.87		N/A		16.36		1.17		5
MSCI World (Net) Index25		21.68		9.81		19.98		6.75		6.45		N/A		N/A		N/A
Inception Date: January 11, 1996

21 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

22 The Portfolio’s PG/PU may not be identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund from a PG/PU is somewhat different from that of an EG/EU.

23 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The Portfolio’s Lipper classification changed in 2009 from VA Science/Technology Funds to VA Global Growth as a result of changes to the Portfolio’s strategy.

25 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

26 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

27 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

28 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

37

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

38

VPS-GTG-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

The Portfolio’s broad-based index used for comparison purposes changed from the Russell 1000 Growth Index to the Russell 3000 Growth Index because the Russell 3000 Growth Index more closely reflects the Portfolio’s investments and performance.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a domestic portfolio of equity securities of companies within various market sectors. AllianceBernstein L.P. (the “Adviser”) seeks to identify companies or industries for which other investors have underestimated earnings potential—for example, some hidden earnings driver (including, but not limited to, reduced competition, market share gain, better margin trend, increased customer base or similar factors) that would cause a company to grow faster than market forecasts.

In managing the Portfolio, the Adviser allocates investments among broad sector groups and selects specific investments based on the fundamental company research conducted by the Adviser’s large internal research staff, assessing the current and forecasted investment opportunities and conditions, as well as diversification and risk considerations. The Adviser’s research focus is on companies with high sustainable growth prospects, high or improving return on invested capital, transparent business models, and strong and lasting competitive advantages.

The Portfolio has the flexibility to invest across the capitalization spectrum. The Portfolio is designed for those seeking exposure to companies of various sizes, and typically has substantial investments in both large-capitalization companies and mid-capitalization companies, and may also invest in small-capitalization companies.

The Portfolio may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its current benchmark, the Russell 3000 Growth Index and its prior benchmark, the Russell 1000 Growth Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the current benchmark for the annual reporting period, but underperformed the prior benchmark. Versus the current benchmark, stock selection in the consumer staples sector drove returns. Stock selection and an overweight in the health care sector, one of the top performing sectors in 2014, also contributed to returns. Somewhat offsetting these gains was stock selection in the industrials and technology sectors, which detracted from performance.

The Portfolio did not utilize derivatives during the annual reporting period

MARKET REVIEW AND INVESTMENT STRATEGY

U.S. equity markets advanced for much of 2014 as a brightening U.S. economic outlook boosted risk appetites. Six years after the collapse of the global financial markets, investors grew increasingly confident that the U.S. economy was strengthening, buoyed by encouraging domestic data, strong corporate earnings and a slew of merger and acquisition activity. The U.S. Federal Reserve (the “Fed”) ended its quantitative easing program in October after gradually reducing its monthly government bond purchases during the course of the year. However, investors remained upbeat about U.S. stocks, as the Fed’s repeated commitment to its ultra low interest rate policy until at least mid-2015 allayed market anxiety about a premature end to the central bank’s stimulus campaign. A strengthening U.S. dollar also buoyed markets. Sector wise, health care stocks were the clear leader during the year, while energy was by far the worst-performing sector as oil prices tumbled due to the oversupply of the commodity and a slowing in global demand.

In this complex environment, a discerning approach is warranted. Despite new uncertainties and mixed macroeconomic signals, the Growth Investment Team believes the environment still appears favorable for active stock management, as investors increasingly reward companies for their fundamental strengths.

1

GROWTH PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

Neither the unmanaged Russell 3000^® Growth Index nor the unmanaged Russell 1000^® Growth Index reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 3000 Growth Index represents the performance of 3,000 growth companies within the U.S. The Russell 1000 Growth Index represents the performance of 1,000 large-cap growth companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

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

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

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value (“NAV”).

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Growth Portfolio Class A†		13.28%		15.03%		6.81%
Growth Portfolio Class B†		12.96%		14.74%		6.54%
Current Benchmark: Russell 3000 Growth Index		12.44%		15.89%		8.50%
Prior Benchmark: Russell 1000 Growth Index		13.05%		15.81%		8.49%
*    Average annual returns. †   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.03%. The Portfolio’s broad-based index used for comparison purposes changed from the Russell 1000 Growth Index to the Russell 3000 Growth Index because the Russell 3000 Growth Index more closely reflects the Portfolio’s investments and performance. Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 1.06% and 1.31% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in the Growth Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s current and prior benchmarks, the Russell 3000 Growth Index and the Russell 1000 Growth Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,086.90	$	5.79		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.66	$	5.60		1.10	%
Class B
Actual	$	1,000	$	1,085.30	$	7.10		1.35	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.40	$	6.87		1.35	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	4,275,569		5.7	%
Google, Inc.		3,444,417		4.6
Allergan, Inc./United States		2,629,951		3.5
Monster Beverage Corp.		2,443,618		3.3
Visa, Inc.—Class A		2,290,841		3.1
Facebook, Inc.—Class A		2,286,532		3.1
Microsoft Corp.		2,266,110		3.0
Comcast Corp.—Class A		2,063,126		2.8
Starbucks Corp.		2,061,917		2.8
Priceline Group, Inc. (The)		2,003,349		2.7
	$	25,765,430		34.6	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	21,597,265		29.0	%
Consumer Discretionary		16,733,505		22.5
Health Care		14,431,293		19.4
Consumer Staples		7,850,038		10.5
Industrials		5,188,749		7.0
Financials		3,385,605		4.5
Energy		2,496,857		3.4
Short-Term Investments		2,780,621		3.7
Total Investments	$	74,463,933		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–96.3%
INFORMATION TECHNOLOGY–29.0%
COMMUNICATIONS EQUIPMENT–0.9%
F5 Networks, Inc.(a)		5,189	$	676,983
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%
Amphenol Corp.–Class A		9,834		529,167
INTERNET SOFTWARE & SERVICES–8.4%
Facebook, Inc.–Class A(a)		29,307		2,286,532
Google, Inc.–Class A(a)		3,379		1,793,100
Google, Inc.–Class C(a)		3,137		1,651,317
HomeAway, Inc.(a)		18,200		541,996
				6,272,945
IT SERVICES–3.1%
Visa, Inc.–Class A		8,737		2,290,841
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.8%
Altera Corp.		12,040		444,758
Micron Technology, Inc.(a)		26,210		917,612
				1,362,370
SOFTWARE–8.3%
ANSYS, Inc.(a)		8,336		683,552
Aspen Technology, Inc.(a)		21,060		737,521
Microsoft Corp.		48,786		2,266,110
NetSuite, Inc.(a)		6,000		655,020
ServiceNow, Inc.(a)		11,747		797,034
Tableau Software, Inc.–Class A(a)		5,676		481,098
Ultimate Software Group, Inc. (The)(a)		3,876		569,055
				6,189,390
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–5.8%
Apple, Inc.		38,735		4,275,569
				21,597,265
CONSUMER DISCRETIONARY–22.5%
AUTOMOBILES–1.1%
Harley-Davidson, Inc.		12,650		833,762
HOTELS, RESTAURANTS & LEISURE–4.1%
Starbucks Corp.		25,130		2,061,917
Wyndham Worldwide Corp.		11,240		963,942
				3,025,859
INTERNET & CATALOG RETAIL–2.7%
Priceline Group, Inc. (The)(a)		1,757		2,003,349
LEISURE PRODUCTS–0.8%
Polaris Industries, Inc.		3,956		598,305

Company	Shares		U.S. $ Value
MEDIA–4.7%
AMC Networks, Inc.–Class A(a)		9,557	$	609,450
Comcast Corp.–Class A		35,565		2,063,126
Walt Disney Co. (The)		8,338		785,356
				3,457,932
SPECIALTY RETAIL–7.3%
Five Below, Inc.(a)		14,589		595,669
Home Depot, Inc. (The)		19,069		2,001,673
Lowe’s Cos., Inc.		18,992		1,306,650
O’Reilly Automotive, Inc.(a)		3,326		640,654
Ulta Salon Cosmetics & Fragrance, Inc.(a)		7,122		910,476
				5,455,122
TEXTILES, APPAREL & LUXURY GOODS–1.8%
NIKE, Inc.–Class B		14,136		1,359,176
				16,733,505
HEALTH CARE–19.4%
BIOTECHNOLOGY–4.6%
Biogen Idec, Inc.(a)		4,014		1,362,552
Gilead Sciences, Inc.(a)		14,670		1,382,794
Vertex Pharmaceuticals, Inc.(a)		5,513		654,945
				3,400,291
HEALTH CARE EQUIPMENT & SUPPLIES–3.0%
Align Technology, Inc.(a)		13,173		736,502
HeartWare International, Inc.(a)		5,755		422,590
Intuitive Surgical, Inc.(a)		2,050		1,084,327
				2,243,419
HEALTH CARE PROVIDERS & SERVICES–3.9%
McKesson Corp.		4,543		943,036
Premier, Inc.–Class A(a)		16,397		549,791
Team Health Holdings, Inc.(a)		13,034		749,846
UnitedHealth Group, Inc.		6,418		648,796
				2,891,469
LIFE SCIENCES TOOLS & SERVICES–2.1%
Illumina, Inc.(a)		4,420		815,843
Quintiles Transnational Holdings, Inc.(a)		12,863		757,245
				1,573,088
PHARMACEUTICALS–5.8%
Allergan, Inc./United States		12,371		2,629,951
Bristol-Myers Squibb Co.		15,516		915,910
Endo International PLC(a)		10,776		777,165
				4,323,026
				14,431,293
CONSUMER STAPLES–10.5%
BEVERAGES–3.3%
Monster Beverage Corp.(a)		22,553		2,443,618

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
FOOD & STAPLES RETAILING–4.6%
Costco Wholesale Corp.		11,485	$	1,627,999
CVS Health Corp.		19,030		1,832,779
				3,460,778
FOOD PRODUCTS–1.6%
Keurig Green Mountain, Inc.		3,637		481,520
Mead Johnson Nutrition Co.–Class A		7,342		738,165
				1,219,685
PERSONAL PRODUCTS–1.0%
Estee Lauder Cos., Inc. (The)–Class A		9,527		725,957
				7,850,038
INDUSTRIALS–7.0%
AEROSPACE & DEFENSE–0.8%
Precision Castparts Corp.		2,429		585,097
AIRLINES–0.9%
Spirit Airlines, Inc.(a)		8,920		674,174
ELECTRICAL EQUIPMENT–1.1%
AMETEK, Inc.		15,152		797,450
INDUSTRIAL CONGLOMERATES–1.8%
Danaher Corp.		16,126		1,382,159
MACHINERY–1.2%
Pall Corp.		8,741		884,677
PROFESSIONAL SERVICES–1.2%
Robert Half International, Inc.		14,820		865,192
				5,188,749
FINANCIALS–4.5%
CAPITAL MARKETS–2.3%
Affiliated Managers Group, Inc.(a)		4,191		889,498

Company	Shares		U.S. $ Value
BlackRock, Inc.–Class A		2,426	$	867,440
				1,756,938
DIVERSIFIED FINANCIAL SERVICES–2.2%
Intercontinental Exchange, Inc.		7,427		1,628,667
				3,385,605
ENERGY–3.4%
ENERGY EQUIPMENT & SERVICES–2.2%
Schlumberger Ltd.		19,076		1,629,281
OIL, GAS & CONSUMABLE FUELS–1.2%
Antero Resources Corp.(a)		6,597		267,706
Range Resources Corp.		11,223		599,870
				867,576
				2,496,857
Total Common Stocks (cost $52,755,927)				71,683,312
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.7%
TIME DEPOSIT–3.7%
State Street Time Deposit 0.01%, 1/02/15 (cost $2,780,621)	$	2,781	$	2,780,621
TOTAL INVESTMENTS–100.0% (cost $55,536,548)				74,463,933
Other assets less liabilities–0.0%				7,545
NET ASSETS–100.0%			$	74,471,478

(a) Non-income producing security.

See notes to financial statements.

7

GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $55,536,548)	$	74,463,933
Foreign currencies, at value (cost $15,784)		14,550
Receivable for capital stock sold		177,522
Dividends and interest receivable		33,689
Total assets		74,689,694
LIABILITIES
Payable for capital stock redeemed		83,654
Advisory fee payable		47,604
Audit and tax fee payable		37,707
Administrative fee payable		12,310
Distribution fee payable		9,919
Transfer Agent fee payable		112
Accrued expenses		26,910
Total liabilities		218,216
NET ASSETS	$	74,471,478
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,208
Additional paid-in capital		42,516,408
Accumulated net realized gain on investment and foreign currency transactions		13,026,711
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		18,926,151
	$	74,471,478

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	28,141,453		816,506	$	34.47
B	$	46,330,025		1,391,181	$	33.30

See notes to financial statements.

8

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $905)	$	597,965
Affiliated issuers		109
Interest		129
Securities lending income		978
		599,181
EXPENSES
Advisory fee (see Note B)		559,706
Distribution fee—Class B		118,441
Transfer agency—Class A		2,594
Transfer agency—Class B		4,481
Custodian		75,846
Administrative		48,203
Audit and tax		41,087
Legal		31,378
Printing		28,322
Directors’ fees		4,503
Miscellaneous		8,371
Total expenses		922,932
Net investment loss		(323,751	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions		13,446,321
Net change in unrealized appreciation/depreciation of:
Investments		(4,225,871	)
Foreign currency denominated assets and liabilities		(1,992	)
Net gain on investment and foreign currency transactions		9,218,458
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,894,707

See notes to financial statements.

9

GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(323,751	)	$	(200,002	)
Net realized gain on investment transactions		13,446,321			11,070,044
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(4,227,863	)		11,287,299
Net increase in net assets from operations		8,894,707			22,157,341
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(74,011	)
Class B		–0	–		(12,958	)
Net realized gain on investment transactions
Class A		(509,297	)		–0	–
Class B		(892,754	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(13,664,434	)		(13,595,024	)
Total increase (decrease)		(6,171,778	)		8,475,348
NET ASSETS
Beginning of period		80,643,256			72,167,908
End of period (including accumulated net investment loss of ($0) and ($0), respectively)	$	74,471,478		$	80,643,256

See notes to financial statements.

10

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

11

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

71,683,312

$

–0

–

$

–0

–

$

71,683,312

Short-Term Investments

–0

–

2,780,621

–0

–

2,780,621

Total Investments in Securities

71,683,312

2,780,621

–0

–

74,463,933

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

71,683,312

$

2,780,621

$

–0

–

$

74,463,933

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

12

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

13

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B : Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,203.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $41,565, of which $254 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C : Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	49,054,261		$	65,234,630
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Cost	$	55,597,824
Gross unrealized appreciation		19,436,606
Gross unrealized depreciation		(570,497	)
Net unrealized appreciation	$	18,866,109

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

14

AllianceBernstein Variable Products Series Fund

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of December 31, 2014, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $978 and $109 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	799	$	2,658	$	3,457	$	0

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		34,805			64,176		$	1,126,131		$	1,713,830
Shares issued in reinvestment of dividends and distributions		16,081			2,773			509,297			74,011
Shares redeemed		(157,609	)		(230,016	)		(4,981,102	)		(6,162,190	)
Net decrease		(106,723	)		(163,067	)	$	(3,345,674	)	$	(4,374,349	)

15

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class B
Shares sold		40,907			45,133		$	1,287,032		$	1,138,194
Shares issued in reinvestment of dividends and distributions		29,147			500			892,754			12,958
Shares redeemed		(407,404	)		(403,357	)		(12,498,546	)		(10,371,827	)
Net decrease		(337,350	)		(357,724	)	$	(10,318,760	)	$	(9,220,675	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	84,956
Net long-term capital gains		1,402,051			2,013
Total taxable distributions paid	$	1,402,051		$	86,969

16

AllianceBernstein Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	542,864
Undistributed capital gains		12,545,124
Unrealized appreciation/(depreciation)		18,864,875	(a)
Total accumulated earnings/(deficit)	$	31,952,863

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of a net operating loss to offset short-term capital gains resulted in a net decrease in accumulated net investment loss and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

17

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$31.03			$23.22			$20.40			$20.15			$17.56
Income From Investment Operations
Net investment income (loss) (a)		(.09	)		(.03	)		.06			.03			.03
Net realized and unrealized gain on investment and foreign currency transactions		4.15			7.92			2.77			.22			2.61
Net increase in net asset value from operations		4.06			7.89			2.83			.25			2.64
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.08	)		(.01	)		–0	–		(.05	)
Distributions from net realized gain on investment transactions		(.62	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(.62	)		(.08	)		(.01	)		–0	–		(.05	)
Net asset value, end of period		$34.47			$31.03			$23.22			$20.40			$20.15
Total Return
Total investment return based on net asset value (b)*		13.28	%		34.01	%		13.89	%		1.24	%		15.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28,141			$28,650			$25,220			$30,833			$37,198
Ratio to average net assets of:
Expenses		1.08	%		1.06	%		1.06	%		1.00	%		1.00	%+
Net investment income (loss)		(.28	)%		(.10	)%		.27	%		.17	%		.15	%+
Portfolio turnover rate		66	%		63	%		83	%		97	%		121	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$30.08			$22.50			$19.81			$19.62			$17.10
Income From Investment Operations
Net investment income (loss) (a)		(.16	)		(.09	)		.01			(.02	)		(.02	)
Net realized and unrealized gain on investment and foreign currency transactions		4.00			7.68			2.68			.21			2.55
Net increase in net asset value from operations		3.84			7.59			2.69			.19			2.53
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.01	)		–0	–		–0	–		(.01	)
Distributions from net realized gain on investment transactions		(.62	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(.62	)		(.01	)		–0	–		–0	–		(.01	)
Net asset value, end of period		$33.30			$30.08			$22.50			$19.81			$19.62
Total Return
Total investment return based on net asset value (b)*		12.96	%		33.72	%		13.58	%		.97	%		14.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$46,330			$51,993			$46,948			$51,114			$61,325
Ratio to average net assets of:
Expenses		1.33	%		1.31	%		1.31	%		1.25	%		1.25	%+
Net investment income (loss)		(.52	)%		(.35	)%		.03	%		(.08	)%		(.10	)%+
Portfolio turnover rate		66	%		63	%		83	%		97	%		121	%

(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.

* 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, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.03%, 0.06%, 0.28%, 0.07% and 0.22%, respectively.

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

See notes to financial statements.

19

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

20

GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer
William H. Foulk, Jr.(1)	Garry L. Moody(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
Bruce K. Aronow(2), Vice President
Frank V. Caruso(2), Vice President	Vincent S. Noto, Chief Compliance Officer
John H. Fogarty(2), Vice President
Emilie D. Wrapp, Secretary
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Growth Investment Team, with oversight by the Adviser’s Investment Advisory Members. Messrs. Bruce K. Aronow, Frank V. Caruso and John H. Fogarty are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

21

GROWTH PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

22

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

23

GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

24

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Bruce K. Aronow 48	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Frank V. Caruso 58	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
John H. Fogarty 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

25

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Growth Portfolio	Growth	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$76.7

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,090 (0.071% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A    1.06%		December 31
	Class B    1.31%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$	76.7	U.S. Growth Schedule 0.80% on 1st $25m 0.50% on next $25m 0.40% on next $50m 0.30% on next $100m 0.25% on the balance Minimum account size $25m		0.563	%		0.750	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

27

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages The AllianceBernstein Portfolios—Growth Fund (“Growth Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Growth Portfolio	Growth Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund A, B- Hedged/Unhedged	0.75%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth Portfolio		0.750		0.750		5/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

28

AllianceBernstein Variable Products Series Fund

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth Portfolio		1.064		0.846		11/11		0.788		66/67

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $122,506 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $271,765 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

29

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Be

rnstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

14 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

30

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth Portfolio
1 year		30.76		33.38		32.77		11/12		57/89
3 year		14.10		14.72		14.66		8/11		50/82
5 year		22.36		22.74		22.98		9/11		50/77
10 year		6.49		7.68		7.69		7/9		54/64

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio		30.76		14.10		22.36		6.49		8.72		16.43		0.36		10
Russell 1000 Growth Index		29.14		15.06		24.02		7.77		8.63		15.03		0.46		10
Russell 3000 Growth Index		29.76		15.13		24.33		7.89		8.68		N/A		N/A		N/A
Inception Date: September 15, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

17 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

18 The Portfolio’s PG/PU is not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund from a PG/PU is somewhat different from that of an EG/EU.

19 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

31

VPS-GTH-0151-1214

DEC^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ GROWTH & INCOME PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

GROWTH & INCOME PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Growth & Income Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in the equity securities of U.S. companies that AllianceBernstein L.P. (the “Adviser”) believes are undervalued, focusing on dividend-paying securities. The Adviser believes that, over time, a company’s stock price will come to reflect its intrinsic economic value. The Portfolio may invest in companies of any size and in any industry. The Portfolio also invests in high-quality securities of non-U.S. issuers.

The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds, or ETFs. The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Value Index, for the one-, five- and 10-year periods ended December 31, 2014.

The Portfolio underperformed its benchmark during the annual period. Security selection was responsible for most of the deficit, although sector allocation also detracted. Stock selection in technology and industrials undercut relative performance. Stock selection in consumer staples and overweight exposure to the technology sector mitigated some of the losses.

The Portfolio did not utilize derivatives during the annual reporting period.

MARKET REVIEW AND INVESTMENT STRATEGY

U.S. equity markets advanced for much of 2014 as a brightening U.S. economic outlook boosted risk appetites. Six years after the collapse of the global financial markets, investors grew increasingly confident that the U.S. economy was strengthening, buoyed by encouraging domestic data, strong corporate earnings and a slew of mergers and acquisitions activity. The U.S. Federal Reserve (the “Fed”) ended its quantitative easing program in October after gradually reducing its monthly government bond purchases during the course of the year. However, investors remained upbeat about U.S. stocks, as the Fed’s repeated commitment to its ultra-low interest rate policy until at least mid-2015 allayed market anxiety about a premature end to the central bank’s stimulus campaign.

The Relative Value Investment Team follows a bottom-up stock picking methodology that seeks to identify companies consistent with a philosophy of relative-value investing; namely, to pursue attractively valued, well-managed companies that deploy capital wisely, giving them capacity to pay dividends and enhance the value of company shares over the long term. The Portfolio is conservatively positioned amid the current uncertainty in the global macro environment.

1

GROWTH & INCOME PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged Russell 1000^® Value Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Value Index represents the performance of 1,000 large-cap value companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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.

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk: Investments in 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.

Industry/Sector Risk: Investments in a particular industry or group of related industries may have more risk because market or economic factors affecting that industry could have a significant effect on the value of the Portfolio’s investments.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

GROWTH & INCOME PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Growth & Income Portfolio Class A†		9.54%		15.88%		6.84%
Growth & Income Portfolio Class B†		9.29%		15.59%		6.57%
Russell 1000 Value Index		13.45%		15.42%		7.30%
*    Average annual returns.
†    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.11%.
Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.60% and 0.85% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

GROWTH & INCOME PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14

This chart illustrates the total value of an assumed $10,000 investment in the Growth & Income Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Value Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

GROWTH & INCOME PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,052.30	$	3.10		0.60	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,022.18	$	3.06		0.60	%
Class B
Actual	$	1,000	$	1,050.80	$	4.39		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.92	$	4.33		0.85	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Berkshire Hathaway, Inc.—Class B	$	44,479,235		5.1	%
CVS Health Corp.		36,790,516		4.2
Pfizer, Inc.		35,952,396		4.1
Comcast Corp.—Class A		31,685,062		3.7
Wells Fargo & Co.		30,834,605		3.6
JPMorgan Chase & Co.		29,916,995		3.4
UnitedHealth Group, Inc.		28,372,930		3.3
Raytheon Co.		23,766,031		2.7
Exxon Mobil Corp.		22,433,917		2.6
Medtronic, Inc.		20,202,643		2.3
	$	304,434,330		35.0	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	221,975,955		25.4	%
Health Care		140,053,650		16.0
Information Technology		122,765,310		14.0
Industrials		96,694,366		11.0
Consumer Discretionary		73,377,062		8.4
Energy		67,207,283		7.7
Consumer Staples		38,325,556		4.4
Telecommunication Services		16,267,979		1.9
Utilities		16,012,612		1.8
Short-Term Investments		82,643,494		9.4
Total Investments	$	875,323,267		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–91.1%
FINANCIALS–25.5%
BANKS–7.0%
JPMorgan Chase & Co.		478,060	$	29,916,995
Wells Fargo & Co.		562,470		30,834,605
				60,751,600
CAPITAL MARKETS–5.4%
BlackRock, Inc.–Class A		38,240		13,673,094
Goldman Sachs Group, Inc. (The)		101,130		19,602,028
State Street Corp.		129,657		10,178,075
Waddell & Reed Financial, Inc.–Class A		67,720		3,373,810
				46,827,007
CONSUMER FINANCE–1.3%
Capital One Financial Corp.		139,020		11,476,101
DIVERSIFIED FINANCIAL SERVICES–5.1%
Berkshire Hathaway, Inc.– Class B(a)		296,232		44,479,235
INSURANCE–6.7%
ACE Ltd.		164,870		18,940,266
Allstate Corp. (The)		134,360		9,438,790
Aon PLC		72,340		6,860,002
Hartford Financial Services Group, Inc. (The)		180,790		7,537,135
Validus Holdings Ltd.		240,949		10,013,840
WR Berkley Corp.		110,261		5,651,979
				58,442,012
				221,975,955
HEALTH CARE–16.1%
HEALTH CARE EQUIPMENT & SUPPLIES–3.2%
Abbott Laboratories		167,326		7,533,017
Medtronic, Inc.		279,815		20,202,643
				27,735,660
HEALTH CARE PROVIDERS & SERVICES–3.3%
UnitedHealth Group, Inc.		280,670		28,372,930
PHARMACEUTICALS–9.6%
Bristol-Myers Squibb Co.		97,778		5,771,835
Eli Lilly & Co.		292,800		20,200,272
Merck & Co., Inc.		250,359		14,217,888
Pfizer, Inc.		1,154,170		35,952,396
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		135,675		7,802,669
				83,945,060
				140,053,650
INFORMATION TECHNOLOGY–14.1%
COMMUNICATIONS EQUIPMENT–0.4%
Cisco Systems, Inc.		139,188	$	3,871,514
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
TE Connectivity Ltd.		117,760		7,448,320
IT SERVICES–0.9%
Xerox Corp.		551,380		7,642,127
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.6%
Altera Corp.		184,860		6,828,728
Intel Corp.		421,420		15,293,332
Micron Technology, Inc.(a)		198,674		6,955,577
NVIDIA Corp.		563,764		11,303,468
				40,381,105
SOFTWARE–3.5%
Activision Blizzard, Inc.		422,002		8,503,340
Check Point Software Technologies Ltd.(a)		104,801		8,234,215
Microsoft Corp.		289,710		13,457,029
				30,194,584
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.8%
Apple, Inc.		163,115		18,004,634
EMC Corp./MA		255,240		7,590,838
NetApp, Inc.		184,130		7,632,188
				33,227,660
				122,765,310
INDUSTRIALS–11.1%
AEROSPACE & DEFENSE–5.0%
Boeing Co. (The)		155,080		20,157,298
Raytheon Co.		219,710		23,766,031
				43,923,329
AIRLINES–3.1%
Copa Holdings SA–Class A		177,496		18,395,686
Delta Air Lines, Inc.		174,470		8,582,179
				26,977,865
INDUSTRIAL CONGLOMERATES–1.9%
General Electric Co.		650,825		16,446,348
MACHINERY–0.8%
Parker-Hannifin Corp.		52,689		6,794,246
TRADING COMPANIES & DISTRIBUTORS–0.3%
WESCO International, Inc.(a)		33,494		2,552,578
				96,694,366

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSUMER DISCRETIONARY–8.4%
INTERNET & CATALOG RETAIL–1.1%
Liberty Interactive Corp.– Class A(a)		273,308	$	8,040,722
Liberty Ventures–Series A(a)		38,856		1,465,648
				9,506,370
MEDIA–6.7%
Comcast Corp.–Class A		546,200		31,685,062
Time Warner Cable, Inc.–Class A		50,939		7,745,785
Time Warner, Inc.		224,110		19,143,476
				58,574,323
SPECIALTY RETAIL–0.6%
PetSmart, Inc.		65,150		5,296,369
				73,377,062
ENERGY–7.7%
ENERGY EQUIPMENT & SERVICES–1.1%
Cameron International Corp.(a)		95,420		4,766,229
FMC Technologies, Inc.(a)		107,860		5,052,162
				9,818,391
OIL, GAS & CONSUMABLE FUELS–6.6%
Chevron Corp.		59,958		6,726,089
ConocoPhillips		98,770		6,821,056
Exxon Mobil Corp.		242,660		22,433,917
Hess Corp.		90,990		6,716,882
Marathon Oil Corp.		277,890		7,861,508
Occidental Petroleum Corp.		84,722		6,829,440
				57,388,892
				67,207,283
CONSUMER STAPLES–4.4%
FOOD & STAPLES RETAILING–4.2%
CVS Health Corp.		382,001		36,790,516
FOOD PRODUCTS–0.2%
Archer-Daniels-Midland Co.		29,520		1,535,040
				38,325,556
TELECOMMUNICATION SERVICES–1.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.9%
Verizon Communications, Inc.		347,755		16,267,979
UTILITIES–1.9%
ELECTRIC UTILITIES–0.9%
Great Plains Energy, Inc.		279,320		7,935,481
MULTI-UTILITIES–1.0%
Wisconsin Energy Corp.(b)		153,150		8,077,131
				16,012,612
Total Common Stocks (cost $594,219,474)				792,679,773

Company		Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–9.5%
TIME DEPOSIT–9.5%
State Street Time Deposit 0.01%, 1/02/15 (cost $82,643,494)	U.S	. $	82,643	$	82,643,494
		Shares
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.6% (cost $676,862,968)					875,323,267
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.0%
INVESTMENT COMPANIES–1.0%
AB Exchange Reserves– Class I, 0.07%(c)(d) (cost $8,423,250)			8,423,250		8,423,250
TOTAL INVESTMENTS–101.6% (cost $685,286,218)					883,746,517
Other assets less liabilities–(1.6)%					(14,169,385	)
NET ASSETS–100.0%				$	869,577,132

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $676,862,968)	$	875,323,267	(a)
Affiliated issuers (cost $8,423,250—investment of cash collateral for securities loaned)		8,423,250
Dividends and interest receivable		809,914
Receivable for capital stock sold		138,768
Total assets		884,695,199
LIABILITIES
Payable for collateral received on securities loaned		8,423,250
Payable for investment securities purchased		5,183,945
Payable for capital stock redeemed		796,501
Advisory fee payable		407,249
Distribution fee payable		149,333
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		145,367
Total liabilities		15,118,067
NET ASSETS	$	869,577,132
COMPOSITION OF NET ASSETS
Capital stock, at par	$	29,206
Additional paid-in capital		676,794,784
Undistributed net investment income		10,200,000
Accumulated net realized loss on investment transactions		(15,907,157	)
Net unrealized appreciation on investments		198,460,299
	$	869,577,132

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	168,135,435		5,596,734	$	30.04
B	$	701,441,697		23,609,006	$	29.71

(a) Includes securities on loan with a value of $8,077,131 (see Note E).

See notes to financial statements.

8

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $34,654)	$	17,084,426
Affiliated issuers		625
Interest		6,132
Securities lending income		3,893
		17,095,076
EXPENSES
Advisory fee (see Note B)		4,707,511
Distribution fee—Class B		1,730,726
Transfer agency—Class A		2,070
Transfer agency—Class B		8,777
Custodian		154,247
Printing		112,331
Legal		57,473
Administrative		48,204
Audit and tax		41,708
Directors’ fees		4,503
Miscellaneous		23,888
Total expenses		6,891,438
Net investment income		10,203,638
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		78,058,883
Net change in unrealized appreciation/depreciation of investments		(12,349,510	)
Net gain on investment transactions		65,709,373
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	75,913,011

See notes to financial statements.

9

GROWTH & INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December  31, 2014			Year Ended December  31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	10,203,638		$	9,990,731
Net realized gain on investment transactions		78,058,883			175,745,634
Net change in unrealized appreciation/depreciation of investments		(12,349,510	)		80,022,635
Net increase in net assets from operations		75,913,011			265,759,000
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,268,517	)		(1,985,126	)
Class B		(7,666,587	)		(9,529,113	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(69,811,950	)		(276,433,549	)
Total decrease		(3,834,043	)		(22,188,788	)
NET ASSETS
Beginning of period		873,411,175			895,599,963
End of period (including undistributed net investment income of $10,200,000 and $9,928,588, respectively)	$	869,577,132		$	873,411,175

See notes to financial statements.

10

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Growth & Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

11

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

792,679,773

$

–0

–

$

–0

–

$

792,679,773

Short-Term Investments

–0

–

82,643,494

–0

–

82,643,494

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

8,423,250

–0

–

–0

–

8,423,250

Total Investments in Securities

801,103,023

82,643,494

–0

–

883,746,517

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

801,103,023

$

82,643,494

$

–0

–

$

883,746,517

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

12

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

13

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,204.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $595,695, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	407,224,437		$	503,974,040
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	686,630,552
Gross unrealized appreciation		212,665,362
Gross unrealized depreciation		(15,549,397	)
Net unrealized appreciation	$	197,115,965

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

14

AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $8,077,131 and had received cash collateral which has been invested into AB Exchange Reserves of $8,423,250. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $3,893 and $625 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	0	$	42,087	$	33,664	$	8,423

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		792,608			850,754		$	22,691,868		$	20,712,220
Shares issued in reinvestment of dividends		79,653			83,584			2,268,517			1,985,126
Shares redeemed		(1,180,764	)		(1,322,227	)		(33,448,306	)		(31,796,790	)
Net decrease		(308,503	)		(387,889	)	$	(8,487,921	)	$	(9,099,444	)
Class B
Shares sold		1,584,088			2,948,344		$	44,665,440		$	71,020,261
Shares issued in reinvestment of dividends		271,961			404,977			7,666,587			9,529,113
Shares redeemed		(4,045,067	)		(14,546,299	)		(113,656,056	)		(347,883,479	)
Net decrease		(2,189,018	)		(11,192,978	)	$	(61,324,029	)	$	(267,334,105	)

15

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	9,935,104	$	11,514,239
Total taxable distributions paid	$	9,935,104	$	11,514,239

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	10,200,000
Accumulated capital and other losses		(14,562,823	)(a)
Unrealized appreciation/(depreciation)		197,115,965	(b)
Total accumulated earnings/(deficit)	$	192,753,142

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $14,562,823. During the fiscal year, the Portfolio utilized $78,078,754 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

16

AllianceBernstein Variable Products Series Fund

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $14,562,823 which will expire in 2017.

During the current fiscal year, permanent differences primarily due to the tax treatment of class action proceeds resulted in a net increase in undistributed net investment income and a net increase in accumulated net realized loss on investment transactions. This reclassification had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

17

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$27.80			$20.88			$18.05			$17.19			$15.20
Income From Investment Operations
Net investment income (a)		.40			.33			.29			.27			.20
Net realized and unrealized gain on investment transactions		2.23			6.92			2.86			.83			1.79
Net increase in net asset value from operations		2.63			7.25			3.15			1.10			1.99
Less: Dividends
Dividends from net investment income		(.39	)		(.33	)		(.32	)		(.24	)		–0	–
Net asset value, end of period		$30.04			$27.80			$20.88			$18.05			$17.19
Total Return
Total investment return based on net asset value (b)*		9.54	%		34.96	%		17.53	%		6.32	%		13.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$168,135			$164,154			$131,402			$138,731			$201,521
Ratio to average net assets of:
Expenses		.60	%		.60	%		.60	%		.60	%		.63	%+
Net investment income		1.39	%		1.35	%		1.48	%		1.52	%		1.30	%+
Portfolio turnover rate		51	%		63	%		80	%		76	%		66	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$27.49			$20.66			$17.86			$17.01			$15.08
Income From Investment Operations
Net investment income (a)		.32			.27			.24			.23			.16
Net realized and unrealized gain on investment transactions		2.22			6.83			2.83			.81			1.77
Net increase in net asset value from operations		2.54			7.10			3.07			1.04			1.93
Less: Dividends
Dividends from net investment income		(.32	)		(.27	)		(.27	)		(.19	)		–0	–
Net asset value, end of period		$29.71			$27.49			$20.66			$17.86			$17.01
Total Return
Total investment return based on net asset value (b)*		9.29	%		34.59	%		17.24	%		6.07	%		12.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$701,442			$709,257			$764,198			$735,514			$805,714
Ratio to average net assets of:
Expenses		.85	%		.85	%		.85	%		.85	%		.88	%+
Net investment income		1.14	%		1.11	%		1.23	%		1.28	%		1.05	%+
Portfolio turnover rate.		51	%		63	%		80	%		76	%		66	%

(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.

* 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, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.11%, 0.08%, 0.19%, 0.13% and 0.27%, respectively.

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

See notes to financial statements.

19

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Growth & Income Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Growth & Income Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Growth & Income Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

20

2014 FEDERAL TAX INFORMATION
(unaudited)	AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 100% of dividends paid qualify for the dividends received deduction.

21

GROWTH & INCOME PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Frank V. Caruso(2), Vice President Emilie D. Wrapp, Secretary	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by Mr. Frank V. Caruso, a member of the Adviser’s Relative Value Investment Team.

22

GROWTH & INCOME PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS,* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		116	None

23

GROWTH & INCOME PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS,* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS,* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None

25

GROWTH & INCOME PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS,* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

26

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS,* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Frank V. Caruso 58	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

27

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Growth & Income Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on% of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Growth & Income Portfolio	Value	0.55% on first $2.5 billion	$	860.8
		0.45% on next $2.5 billion
		0.40% on the balance

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

28

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,103 (0.006% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth & Income Portfolio	Class A     0.60%	December 31
	Class B     0.85%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth & Income	$860.8	U.S. Growth & Income		0.283	%		0.550	%
Portfolio		0.65% on first $25m
		0.50% on next $25m
		0.40% on next $50m
		0.30% on next $100m
		0.25% on the balance
		Minimum account size $25m

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

29

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Growth & Income Fund, Inc. (“Growth & Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth & Income Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion		0.550	%		0.550	%
		0.45% on next $2.5 billion
		0.40% on the balance

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group( “EG”) and the Portfolio’s contractual management fee ranking.^8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth & Income Portfolio		0.550		0.713		2/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth & Income		0.603		0.770		2/11		0.796		4/29
Portfolio

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

30

AllianceBernstein Variable Products Series Fund

Based on this analysis, the Portfolio has equally favorable rankings on a contractual management fee basis and on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $1,799,452 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $4,276,871 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

31

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group( “PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

14 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

19 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

32

AllianceBernstein Variable Products Series Fund

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
Growth & Income Portfolio
1 year		26.09		26.85		24.16	8/11	28/74
3 year		16.30		14.20		11.67	2/10	7/66
5 year		22.01		22.28		22.01	6/10	32/63
10 year		6.54		7.55		7.72	7/9	28/30

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth & Income Portfolio		26.10		16.30		22.01		6.54		9.64		15.11		0.39		10
Russell 1000 Value Index		23.44		14.05		23.18		7.24		10.99		15.52		0.42		10
Inception Date: February 25,1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

VPS-GI-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERMEDIATE BOND PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

INTERMEDIATE BOND PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Intermediate Bond Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to generate income and price appreciation without assuming what AllianceBernstein L.P. (the “Adviser”) considers undue risk. 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.

The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected 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.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its benchmark, the Barclays U.S. Aggregate Bond Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the benchmark for the annual period. Security selection and active currency exposure were the primary contributors to outperformance. Sector allocation also contributed, while overall yield curve positioning detracted. Exposure to non-agency mortgages was positive; overweights to commercial mortgage-backed securities and asset-backed securities contributed modestly. Conversely, exposure to inflation-linked securities detracted. Security selection in investment-grade corporates provided a positive effect for the annual period; security selection in banking was the main contributor. Security selection within mortgages detracted. An overall short duration position, as well as an underweight on the long end of the yield curve, detracted from performance. The Portfolio’s overweight to the U.S. dollar against short positions in a basket of developed-market currencies was a notable contributor.

During the annual period, the Portfolio utilized derivatives in the form of Treasury futures and interest rate swaps to manage duration and yield curve positioning. Currency forwards were used to manage the Portfolio’s currency exposure. Credit default swaps were utilized for hedging and investment purposes, which had an immaterial impact on performance.

MARKET REVIEW AND INVESTMENT STRATEGY

Bond markets turned more volatile in 2014, as growth trends and monetary policies in the world’s biggest economies headed in different directions. In the fourth quarter, a plunge in oil prices rattled credit markets, pressured emerging-market currencies and added to deflationary pressures in Europe and Japan. The U.S. Treasury yield curve flattened, and the 10-year U.S. Treasury yield declined by about 0.32% over the quarter, leaving it roughly 0.86% below where it began the year. Corporate bond spreads widened in the U.S. but narrowed slightly in Europe; most credit sectors underperformed developed-market government debt. Meanwhile, currency volatility remained high as monetary policies worldwide diverged and the U.S. dollar strengthened. Emerging-market currencies were particularly volatile as lower oil prices weighed on the finances of large exporters.

1

INTERMEDIATE BOND PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged Barclays U.S. Aggregate Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment-grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

2

AllianceBernstein Variable Products Series Fund

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 (“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.

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, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

3

INTERMEDIATE BOND PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Intermediate Bond Portfolio Class A		6.48%		5.17%		4.72%
Intermediate Bond Portfolio Class B		6.22%		4.92%		4.47%
Barclays U.S. Aggregate Bond Index		5.97%		4.45%		4.71%
*    Average annual returns.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.77% and 1.02% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERMEDIATE BOND PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in Intermediate Bond Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Barclays U.S. Aggregate Bond Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 2-3.

4

INTERMEDIATE BOND PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,017.70	$	4.73		0.93	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.52	$	4.74		0.93	%
Class B
Actual	$	1,000	$	1,016.40	$	5.95		1.17	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.31	$	5.96		1.17	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Governments—Treasuries	$	17,408,339		20.6	%
Corporates—Investment Grade		17,388,003		20.6
Mortgage Pass-Throughs		15,291,592		18.1
Asset-Backed Securities		11,116,514		13.2
Commercial Mortgage-Backed Securities		7,123,433		8.4
Corporates—Non-Investment Grade		4,447,864		5.3
Collateralized Mortgage Obligations		3,144,739		3.7
Inflation-Linked Securities		2,425,340		2.9
Agencies		2,035,766		2.4
Quasi-Sovereigns		1,184,456		1.4
Governments—Sovereign Agencies		405,360		0.5
Preferred Stocks		325,360		0.4
Local Governments—Municipal Bonds		307,000		0.4
Other†		101,000		0.1
Short-Term Investments		1,682,875		2.0
Total Investments	$	84,387,641		100.0	%

* The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging purposes (see “Portfolio of Investments” section of the report for additional details).

† “Other” represents less than 0.1% weightings in the following security types: Emerging Markets—Corporate Bonds and Warrants.

6

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GOVERNMENTS– TREASURIES–22.8%
BRAZIL–0.5%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17		BRL	1,030	$	368,893
MEXICO–0.8%
Mexican Bonos Series M 10 7.75%, 12/14/17		MXN	8,069		597,267
NEW ZEALAND–1.3%
New Zealand Government Bond Series 319 5.00%, 3/15/19(a)		NZD	1,170		963,512
UNITED KINGDOM–0.7%
United Kingdom Gilt 3.75%, 9/07/21(a)		GBP	320		572,956
UNITED STATES–19.5%
U.S. Treasury Bonds 3.00%, 11/15/44		U.S.$	303		318,855
3.125%, 8/15/44			485		522,133
3.625%, 8/15/43–2/15/44			564		663,029
4.50%, 2/15/36			654		872,857
4.625%, 2/15/40			2,560		3,480,000
U.S. Treasury Notes 0.375%, 3/31/16			943		942,853
1.50%, 8/31/18–11/30/19			1,147		1,142,169
1.625%, 6/30/19			637		638,592
1.75%, 9/30/19			1,632		1,641,461
2.25%, 11/15/24			171		172,048
2.375%, 8/15/24			583		594,202
2.50%, 8/15/23–5/15/24			2,766		2,849,831
2.75%, 11/15/23–2/15/24			1,014		1,067,681
					14,905,711
Total Governments–Treasuries (cost $16,337,420)					17,408,339
CORPORATES–INVESTMENT GRADE–22.8%
INDUSTRIAL–14.7%
BASIC–2.0%
Basell Finance Co. BV 8.10%, 3/15/27(a)			85		113,905
Cia Minera Milpo SAA 4.625%, 3/28/23(a)			260		255,172
Dow Chemical Co. (The) 8.55%, 5/15/19			86		106,919
Glencore Funding LLC 4.125%, 5/30/23(a)			58		56,594
International Paper Co. 3.65%, 6/15/24			49		48,965
4.75%, 2/15/22			65		70,914
LyondellBasell Industries NV 5.75%, 4/15/24			200		228,739
Minsur SA 6.25%, 2/07/24(a)			210		226,741

	Principal Amount (000)			U.S. $ Value
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(a)		U.S.$	260	$	249,630
Vale SA 5.625%, 9/11/42			29		27,011
Yamana Gold, Inc. 4.95%, 7/15/24			166		162,012
					1,546,602
CAPITAL GOODS–0.0%
Owens Corning 6.50%, 12/01/16(b)			10		10,895
COMMUNICATIONS–MEDIA–2.2%
21st Century Fox America, Inc. 4.00%, 10/01/23			64		67,954
4.50%, 2/15/21			300		328,376
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.50%, 3/01/16			95		97,478
3.80%, 3/15/22			57		57,990
4.45%, 4/01/24			81		84,751
5.00%, 3/01/21			175		190,837
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(a)(c)			128		132,800
Omnicom Group, Inc. 3.625%, 5/01/22			87		89,314
TCI Communications, Inc. 7.875%, 2/15/26			115		160,403
Time Warner Cable, Inc. 4.125%, 2/15/21			200		214,038
Time Warner, Inc. 7.625%, 4/15/31			69		96,195
Viacom, Inc. 3.875%, 4/01/24			68		68,261
5.625%, 9/15/19			60		67,384
					1,655,781
COMMUNICATIONS–TELECOMMUNICATIONS–1.9%
American Tower Corp. 5.05%, 9/01/20			260		282,085
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			320		342,058
Rogers Communications, Inc. 4.00%, 6/06/22		CAD	27		24,529
SBA Tower Trust 2.898%, 10/15/19(a)		U.S.$	147		147,385
Telefonica Emisiones SAU 5.462%, 2/16/21			120		133,799
Verizon Communications, Inc. 3.50%, 11/01/24			258		253,485
3.85%, 11/01/42			89		79,342
6.55%, 9/15/43			165		211,390
					1,474,073

7

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CONSUMER CYCLICAL–AUTOMOTIVE–0.7%
Ford Motor Credit Co. LLC 5.875%, 8/02/21		U.S.$	455	$	526,794
CONSUMER CYCLICAL–RETAILERS– 0.3%
Walgreens Boots Alliance, Inc./old 3.80%, 11/18/24			195		198,881
CONSUMER NON-CYCLICAL–2.2%
Actavis Funding SCS 3.85%, 6/15/24			54		54,276
Altria Group, Inc. 2.625%, 1/14/20			195		195,566
Bayer US Finance LLC 3.375%, 10/08/24(a)			200		203,514
Becton Dickinson and Co. 3.734%, 12/15/24			85		87,514
Grupo Bimbo SAB de CV 3.875%, 6/27/24(a)			201		201,790
Kroger Co. (The) 3.40%, 4/15/22			194		197,495
Medtronic, Inc. 3.50%, 3/15/25(a)			195		199,479
Perrigo Finance PLC 3.50%, 12/15/21			200		202,333
Reynolds American, Inc. 3.25%, 11/01/22			127		123,703
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			78		82,258
Tyson Foods, Inc. 2.65%, 8/15/19			39		39,355
3.95%, 8/15/24			123		127,148
					1,714,431
ENERGY–3.4%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			68		57,930
Encana Corp. 3.90%, 11/15/21			45		44,349
Energy Transfer Partners LP 7.50%, 7/01/38			244		302,837
Enterprise Products Operating LLC 5.20%, 9/01/20			55		60,659
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			321		318,291
4.15%, 3/01/22			89		89,688
Nabors Industries, Inc. 5.10%, 9/15/23			158		150,014
Noble Energy, Inc. 3.90%, 11/15/24			107		105,753
8.25%, 3/01/19			238		285,338
Noble Holding International Ltd. 3.95%, 3/15/22			92		80,597
4.90%, 8/01/20			32		29,984
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44		U.S.$	145	$	146,153
TransCanada PipeLines Ltd. 6.35%, 5/15/67			235		227,950
Transocean, Inc. 6.375%, 12/15/21			1		923
6.50%, 11/15/20			185		174,449
Valero Energy Corp. 6.125%, 2/01/20			177		200,737
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			190		225,355
Williams Partners LP 4.125%, 11/15/20			97		99,376
					2,600,383
OTHER INDUSTRIAL–0.3%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(a)			200		198,352
TECHNOLOGY–1.3%
Hewlett-Packard Co. 4.65%, 12/09/21			107		114,572
KLA-Tencor Corp. 4.65%, 11/01/24			195		201,873
Motorola Solutions, Inc. 3.50%, 3/01/23			165		162,418
7.50%, 5/15/25			25		30,770
Seagate HDD Cayman 4.75%, 1/01/25(a)			75		77,262
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			43		44,978
Tencent Holdings Ltd. 3.375%, 5/02/19(a)			205		208,370
Total System Services, Inc. 2.375%, 6/01/18			74		73,366
3.75%, 6/01/23			69		67,614
					981,223
TRANSPORTATION–AIRLINES–0.1%
Southwest Airlines Co. 5.75%, 12/15/16			75		81,034
TRANSPORTATION–SERVICES–0.3%
Ryder System, Inc. 5.85%, 11/01/16			116		125,266
7.20%, 9/01/15			108		112,547
					237,813
					11,226,262
FINANCIAL INSTITUTIONS–6.1%
BANKING–3.4%
Compass Bank 5.50%, 4/01/20			250		272,030
Credit Suisse AG 6.50%, 8/08/23(a)			240		261,138
Goldman Sachs Group, Inc. (The) 3.85%, 7/08/24			210		215,376
Series D 6.00%, 6/15/20			395		456,631

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Macquarie Group Ltd. 4.875%, 8/10/17(a)		U.S.$	232	$	248,075
Morgan Stanley 5.625%, 9/23/19			143		161,418
Murray Street Investment Trust I 4.647%, 3/09/17			27		28,496
Nationwide Building Society 6.25%, 2/25/20(a)			230		269,795
Rabobank Capital Funding Trust III 5.254%, 10/21/16(a)(c)			90		93,420
Standard Chartered PLC 4.00%, 7/12/22(a)			265		269,436
UBS AG/Stamford CT 7.625%, 8/17/22			250		294,339
					2,570,154
FINANCE–0.2%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)			155		177,683
INSURANCE–1.7%
American International Group, Inc. 4.875%, 6/01/22			75		84,251
6.40%, 12/15/20			215		256,381
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(a)(c)			200		208,000
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20			200		226,018
Lincoln National Corp. 8.75%, 7/01/19			113		141,197
MetLife, Inc. 10.75%, 8/01/39			85		138,125
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			55		87,145
Prudential Financial, Inc. 5.625%, 6/15/43			185		189,125
					1,330,242
REITS–0.8%
HCP, Inc. 5.375%, 2/01/21			179		199,891
Health Care REIT, Inc. 5.25%, 1/15/22			183		203,346
Trust F/1401 5.25%, 12/15/24(a)			200		206,020
					609,257
					4,687,336
NON CORPORATE SECTORS–1.0%
AGENCIES–NOT GOVERNMENT GUARANTEED–1.0%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			260		246,066
OCP SA 5.625%, 4/25/24(a)		U.S.$	205	$	215,250
Petrobras International Finance Co. SA 5.75%, 1/20/20			297		286,816
					748,132
UTILITY–1.0%
ELECTRIC–0.6%
Berkshire Hathaway Energy Co. 6.125%, 4/01/36			170		213,577
CMS Energy Corp. 5.05%, 3/15/22			37		41,481
Constellation Energy Group, Inc. 5.15%, 12/01/20			64		70,861
Exelon Generation Co. LLC 4.25%, 6/15/22			78		81,056
					406,975
NATURAL GAS–0.4%
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			305		319,298
					726,273
Total Corporates–Investment Grade (cost $16,535,699)					17,388,003
MORTGAGE PASS-THROUGHS–20.1%
AGENCY FIXED RATE 30-YEAR–18.3%
Federal Home Loan Mortgage Corp. Gold 4.50%, 9/01/44			352		386,030
Series 2005 5.50%, 1/01/35			181		204,371
Series 2007 5.50%, 7/01/35			50		55,899
Federal National Mortgage Association 3.00%, 6/01/43-7/01/43			1,407		1,425,425
3.50%, 1/01/45, TBA			3,731		3,889,277
4.00%, 1/01/45, TBA			3,972		4,239,252
4.50%, 11/01/43-4/01/44			702		770,859
4.50%, 1/25/45, TBA			1,297		1,407,853
Series 2003 5.50%, 4/01/33-7/01/33			167		187,710
Series 2004 5.50%, 4/01/34-11/01/34			151		169,708
Series 2005 5.50%, 2/01/35			184		206,760
Series 2007 4.50%, 8/01/37			49		53,673
Series 2014 4.50%, 2/01/44			154		167,073
Government National Mortgage Association 3.50%, 1/01/45, TBA			771		809,309
Series 1994 9.00%, 9/15/24			1		1,455
					13,974,654

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
AGENCY FIXED RATE 15-YEAR–1.8%
Federal National Mortgage Association 3.00%, 1/01/29, TBA		U.S.$	1,267	$	1,316,938
Total Mortgage Pass-Throughs (cost $15,063,714)					15,291,592
ASSET-BACKED SECURITIES–14.6%
AUTOS–FIXED RATE–8.5%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			260		260,320
Series 2014-1, Class A2 1.29%, 1/15/19			252		251,449
AmeriCredit Automobile Receivables Trust Series 2011-3, Class D 4.04%, 7/10/17			200		203,593
Series 2012-3, Class A3 0.96%, 1/09/17			86		86,110
Series 2013-3, Class A3 0.92%, 4/09/18			335		335,216
Series 2013-4, Class A3 0.96%, 4/09/18			130		130,167
Series 2013-5, Class A2A 0.65%, 3/08/17			39		38,738
ARI Fleet Lease Trust Series 2014-A, Class A2 0.81%, 11/15/22(a)			93		93,024
Avis Budget Rental Car Funding AESOP LLC Series 2013-2A, Class A 2.97%, 2/20/20(a)			288		295,899
Series 2014-1A, Class A 2.46%, 7/20/20(a)			149		148,908
California Republic Auto Receivables Trust Series 2014-2, Class A4 1.57%, 12/16/19			122		121,648
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			275		275,635
Series 2014-1, Class B 2.22%, 1/22/19			60		60,527
Capital Auto Receivables Asset Trust/Ally Series 2013-1, Class A2 0.62%, 7/20/16			69		69,138
CarMax Auto Owner Trust Series 2012-1, Class A3 0.89%, 9/15/16			35		34,695
Chrysler Capital Auto Receivables Trust Series 2014-BA, Class A2 0.69%, 9/15/17(a)			279		278,955

	Principal Amount (000)			U.S. $ Value
CPS Auto Receivables Trust Series 2013-B, Class A 1.82%, 9/15/20(a)		U.S.$	162	$	161,737
Series 2014-B, Class A 1.11%, 11/15/18(a)			84		83,772
Enterprise Fleet Financing LLC Series 2014-2, Class A2 1.05%, 3/20/20(a)			200		199,745
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(a)			26		25,819
Series 2013-1A, Class A 1.29%, 10/16/17(a)			36		36,387
Series 2014-1A, Class A 1.29%, 5/15/18(a)			59		59,359
Series 2014-2A, Class A 1.06%, 8/15/18(a)			57		57,045
Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21			165		164,012
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(a)			43		42,646
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(a)		CAD	92		79,190
Series 2014-R2A, Class A1 1.353%, 3/15/16(a)			41		35,402
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17		U.S.$	144		143,648
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18			100		99,340
Series 2014-2, Class A 2.31%, 4/15/26(a)			157		157,668
Ford Credit Floorplan Master Owner Trust Series 2013-1, Class A1 0.85%, 1/15/18			136		136,041
Series 2014-1, Class A1 1.20%, 2/15/19			201		200,349
Harley-Davidson Motorcycle Trust Series 2012-1, Class A3 0.68%, 4/15/17			61		61,010
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(a)			175		174,601
Series 2013-1A, Class A2 1.83%, 8/25/19(a)			485		478,280
Mercedes-Benz Auto Lease Trust Series 2013-A, Class A3 0.59%, 2/15/16			107		106,851
Series 2014-A, Class A2A 0.48%, 6/15/16			216		215,692

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(a)		U.S.$	373	$	372,988
Santander Drive Auto Receivables Trust Series 2013-4, Class A3 1.11%, 12/15/17			261		261,243
Series 2013-5, Class A2A
0.64%, 4/17/17			28		27,745
Series 2014-2, Class A3 0.80%, 4/16/18			205		204,462
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18			232		231,017
					6,500,071
CREDIT CARDS–FIXED RATE–1.6%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			161		160,863
Barclays Dryrock Issuance Trust Series 2014-3, Class A 2.41%, 7/15/22			320		322,998
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			300		300,450
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			232		231,826
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			190		191,067
					1,207,204
AUTOS–FLOATING RATE–1.6%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.656%, 6/20/17(b)			485		485,209
Series 2012-4, Class A 0.606%, 10/20/17(b)			158		157,987
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.711%, 12/10/27(a)(b)			167		167,202
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.92%, 10/25/19(a)(b)			197		197,000
NCF Dealer Floorplan Master Trust Series 2014-1A, Class A 1.665%, 10/20/20(a)(b)			197		196,674
					1,204,072
CREDIT CARDS–FLOATING RATE–1.2%
Barclays Dryrock Issuance Trust Series 2014-2, Class A 0.501%, 3/16/20(b)		U.S.$	205	$	205,000
Cabela’s Credit Card Master Note Trust Series 2014-1, Class A 0.511%, 3/16/20(b)			205		204,943
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.861%, 2/15/17(a)(b)			320		320,126
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.541%, 12/15/19(b)			185		185,337
					915,406
OTHER ABS–FIXED RATE–1.0%
CIT Equipment Collateral Series 2013-VT1, Class A3 1.13%, 7/20/20(a)			213		213,292
Series 2014-VT1, Class A2 0.86%, 5/22/17(a)			196		195,988
CNH Capital Canada Receivables Trust Series 2014-1A, Class A1 1.388%, 3/15/17(a)		CAD	84		72,122
CNH Equipment Trust Series 2014-B, Class A4 1.61%, 5/17/21		U.S.$	101		100,384
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(a)			193		192,565
					774,351
OTHER ABS–FLOATING RATE–0.3%
GE Dealer Floorplan Master Note Trust Series 2014-1, Class A 0.546%, 7/20/19(b)			240		239,768
HOME EQUITY LOANS–FLOATING RATE–0.3%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.295%, 12/25/32(b)			52		49,761
GSAA Trust Series 2006-5, Class 2A3 0.44%, 3/25/36(b)			192		132,085
					181,846
HOME EQUITY LOANS–FIXED RATE–0.1%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			93		93,796
Total Asset-Backed Securities (cost $11,141,883)					11,116,514

11

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES–9.3%
NON-AGENCY FIXED RATE CMBS–7.9%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51		U.S.$	340	$	370,563
Series 2007-5, Class AM
5.772%, 2/10/51			78		82,047
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41			108		110,956
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33(a)			200		201,838
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35(a)			260		267,001
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.771%, 3/15/49			129		134,862
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.766%, 5/15/46			169		183,561
Commercial Mortgage Pass-Through Certificates Series 2007-GG9, Class A4 5.444%, 3/10/39			506		540,219
Series 2013-SFS, Class A1 1.873%, 4/12/35(a)			112		109,836
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.702%, 6/15/39			95		99,191
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(a)			180		177,753
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(a)			267		269,826
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(a)			136		136,656
JPMorgan Chase Commercial Mortgage Securities Trust Series 2010-C2, Class A1 2.749%, 11/15/43(a)			174		176,514
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			157		166,283
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			589		620,772
ML-CFC Commercial Mortgage Trust Series 2007-9, Class A4 5.70%, 9/12/49		U.S.$	1,105	$	1,195,027
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25(a)			280		279,104
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			60		60,372
Series 2012-C4, Class A5 2.85%, 12/10/45			112		111,675
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			380		393,679
WFRBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			233		239,877
Series 2014-C20, Class A2 3.036%, 5/15/47			125		129,312
					6,056,924
NON-AGENCY FLOATING RATE CMBS–1.4%
Commercial Mortgage Pass-Through Certificates Series 2014-KYO, Class A 1.059%, 6/11/27(a)(b)			102		101,392
Series 2014-SAVA, Class A 1.311%, 6/15/34(a)(b)			100		99,786
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.857%, 12/05/31(a)(b)			140		139,543
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.081%, 6/15/29(a)(b)			201		200,811
PFP III Ltd. Series 2014-1, Class A 1.331%, 6/14/31(a)(b)			231		230,247
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.212%, 4/15/32(a)(b)			100		99,003
Starwood Retail Property Trust Series 2014-STAR, Class A 1.381%, 11/15/27(a)(b)			196		195,727
					1,066,509
Total Commercial Mortgage-Backed Securities (cost $7,122,648)					7,123,433

12

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–NON-INVESTMENT GRADE–5.8%
INDUSTRIAL–2.9%
BASIC–0.0%
Novelis, Inc. 8.375%, 12/15/17		U.S.$	18	$	18,675
COMMUNICATIONS– MEDIA–1.0%
Arqiva Broadcast Finance PLC 9.50%, 3/31/20(a)		GBP	100		171,056
CSC Holdings LLC 8.625%, 2/15/19		U.S.$	29		33,713
Intelsat Jackson Holdings SA 7.25%, 10/15/20			70		73,938
Numericable-SFR 5.375%, 5/15/22(a)		EUR	120		149,853
Quebecor Media, Inc. 5.75%, 1/15/23		U.S.$	75		76,687
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.50%, 1/15/23(a)			200		209,000
Univision Communications, Inc. 6.875%, 5/15/19(a)			61		63,516
					777,763
COMMUNICATIONS– TELECOMMUNICATIONS–0.2%
Sprint Corp. 7.875%, 9/15/23			100		98,720
Windstream Corp. 6.375%, 8/01/23			80		74,800
					173,520
CONSUMER CYCLICAL–AUTOMOTIVE–0.2%
General Motors Co. 3.50%, 10/02/18			80		81,600
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			36		38,160
					119,760
CONSUMER CYCLICAL–OTHER–0.1%
KB Home 4.75%, 5/15/19			63		62,055
CONSUMER CYCLICAL–RETAILERS–0.1%
CST Brands, Inc. 5.00%, 5/01/23			75		75,750
CONSUMER NON-CYCLICAL–0.3%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			33		34,155
First Quality Finance Co., Inc. 4.625%, 5/15/21(a)			85		77,775
Voyage Care Bondco PLC 6.50%, 8/01/18(a)		GBP	100		158,860
					270,790
ENERGY–0.5%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24		U.S.$	78	$	79,170
California Resources Corp. 5.50%, 9/15/21(a)			53		45,315
ONEOK, Inc. 4.25%, 2/01/22			203		185,796
Paragon Offshore PLC 7.25%, 8/15/24(a)			81		48,600
SM Energy Co. 6.50%, 1/01/23			9		8,640
					367,521
SERVICES–0.1%
Sabre GLBL, Inc. 8.50%, 5/15/19(a)			70		74,900
TECHNOLOGY–0.1%
Audatex North America, Inc. 6.00%, 6/15/21(a)			73		75,190
TRANSPORTATION– AIRLINES–0.1%
Air Canada 6.75%, 10/01/19(a)			70		72,800
TRANSPORTATION– SERVICES–0.2%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 5.50%, 4/01/23			77		78,540
Hertz Corp. (The) 6.75%, 4/15/19			70		72,100
					150,640
					2,239,364
FINANCIAL INSTITUTIONS – 2.6%
BANKING–2.4%
ABN AMRO Bank NV 4.31%, 3/10/16(c)		EUR	42		51,457
Bank of America Corp. Series Z 6.50%, 10/23/24(c)		U.S.$	79		80,414
Bank of Ireland 2.08%, 9/22/15(b)(d)		CAD	110		91,840
Barclays Bank PLC
6.86%, 6/15/32(a)(c)		U.S.$	29		32,190
7.625%, 11/21/22			200		218,685
7.75%, 4/10/23			200		218,000
BNP Paribas SA 5.186%, 6/29/15(a)(c)			62		62,000
Credit Suisse Group AG 7.50%, 12/11/23(a)(c)			200		207,000
HBOS Capital Funding LP 4.939%, 5/23/16(c)		EUR	82		99,125
Intesa Sanpaolo SpA 5.017%, 6/26/24(a)		U.S.$	202		196,044
Lloyds Banking Group PLC 7.50%, 6/27/24(c)			200		203,500
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			39		44,320

13

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15(a)(c)		U.S.$	100	$	100,500
Societe Generale SA 4.196%, 1/26/15(c)		EUR	48		58,082
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(a)		U.S.$	190		202,410
					1,865,567
FINANCE–0.1%
International Lease Finance Corp. 5.875%, 4/01/19			55		59,263
INSURANCE–0.1%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			70		74,200
					1,999,030
UTILITY–0.3%
ELECTRIC–0.3%
AES Corp./VA 7.375%, 7/01/21			70		79,100
NRG Energy, Inc. 6.25%, 5/01/24(a)			54		54,945
7.875%, 5/15/21			70		75,425
					209,470
Total Corporates–Non-Investment Grade (cost $4,513,643)					4,447,864
COLLATERALIZED MORTGAGE OBLIGATIONS–4.1%
NON-AGENCY FIXED RATE–1.7%
Alternative Loan Trust
Series 2005-20CB, Class 3A6 5.50%, 7/25/35			36		33,750
Series 2005-57CB, Class 4A3 5.50%, 12/25/35			87		79,921
Series 2006-24CB, Class A16 5.75%, 6/25/36			125		110,367
Series 2006-28CB, Class A14 6.25%, 10/25/36			85		73,319
Series 2006-9T1, Class A1 5.75%, 5/25/36			54		45,654
Series 2006-J1, Class 1A13 5.50%, 2/25/36			81		72,597
Chase Mortgage Finance Trust
Series 2007-S5, Class 1A17 6.00%, 7/25/37			43		37,310
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4 2.552%, 5/25/35			104		99,722
Countrywide Home Loan Mortgage Pass-Through Trust
Series 2006-10, Class 1A8 6.00%, 5/25/36			73		66,863
Series 2006-13, Class 1A18 6.25%, 9/25/36			110		102,519
Series 2006-13, Class 1A19 6.25%, 9/25/36		U.S.$	40	$	36,967
Series 2007-HYB2, Class 3A1 2.581%, 2/25/47			149		123,256
First Horizon Alternative Mortgage Securities Trust
Series 2006-FA3, Class A9 6.00%, 7/25/36			127		106,427
JP Morgan Alternative Loan Trust
Series 2006-A3, Class 2A1 2.64%, 7/25/36			231		179,166
JP Morgan Mortgage Trust
Series 2007-S3, Class 1A8 6.00%, 8/25/37			58		53,072
Wells Fargo Mortgage Backed Securities Trust
Series 2007-8, Class 2A5 5.75%, 7/25/37			51		50,094
					1,271,004
GSE RISK SHARE FLOATING RATE–1.5%
Federal Home Loan Mortgage Corp., Structured Agency Credit Risk Debt Notes
Series 2014-DN3, Class M2 2.57%, 8/25/24(b)			335		333,755
Series 2014-HQ3, Class M2 2.82%, 10/25/24(b)			250		247,839
Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C03, Class 1M1 1.37%, 7/25/24(b)			72		71,251
Series 2014-C04, Class 1M2 5.055%, 11/25/24(b)			234		235,411
Structured Agency Credit Risk Debt Notes
Series 2014-DN2, Class M3 3.77%, 4/25/24(b)			250		230,199
					1,118,455
NON-AGENCY FLOATING RATE–0.8%
Deutsche Alt-A Securities Mortgage Loan Trust
Series 2006-AR4, Class A2 0.36%, 12/25/36(b)			207		125,549
HomeBanc Mortgage Trust
Series 2005-1, Class A1 0.42%, 3/25/35(b)			104		92,742
IndyMac Index Mortgage Loan Trust
Series 2006-AR15, Class A1 0.29%, 7/25/36(b)			155		118,501
Series 2006-AR27, Class 2A2 0.37%, 10/25/36(b)			165		141,187

14

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Washington Mutual Mortgage Pass-Through Certificates
Series 2007-OA1, Class A1A 0.813%, 2/25/47(b)		U.S.$	205	$	165,732
					643,711
AGENCY FIXED RATE–0.1%
Fannie Mae Grantor Trust
Series 2004-T5, Class AB4 0.718%, 5/28/35			50		45,443
Federal National Mortgage Association REMICS Series 2010-117, Class DI 4.50%, 5/25/25(d)			600		66,126
					111,569
Total Collateralized Mortgage Obligations (cost $3,263,419)					3,144,739
INFLATION-LINKED SECURITIES–3.2%
UNITED STATES–3.2%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $2,506,001)			2,452		2,425,340
AGENCIES–2.7%
AGENCY DEBENTURES–2.7%
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20 (cost $1,850,717)			2,292		2,035,766
QUASI-SOVEREIGNS–1.6%
QUASI-SOVEREIGN BONDS–1.6%
CHILE–0.3%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(a)			210		217,358
CHINA–0.3%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23(a)			225		235,700
MALAYSIA–0.6%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		465,238
MEXICO–0.4%
Petroleos Mexicanos 3.50%, 7/18/18–1/30/23			272		266,160
Total Quasi-Sovereigns (cost $1,114,542)					1,184,456
GOVERNMENTS–SOVEREIGN AGENCIES–0.5%
CANADA–0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(a)			74		74,740
COLOMBIA–0.1%
Ecopetrol SA 5.875%, 5/28/45			57		53,010
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17		U.S.$	70	$	76,110
ISRAEL–0.2%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(a)			200		201,500
Total Governments–Sovereign Agencies (cost $406,209)					405,360
	Shares
PREFERRED STOCKS–0.4%
FINANCIAL INSTITUTIONS–0.4%
INSURANCE–0.2%
Allstate Corp. (The) 5.10%			7,925		200,740
REITS – 0.2%
Sovereign Real Estate Investment Trust 12.00%(a)			93		124,620
Total Preferred Stocks (cost $299,414)					325,360
	Principal Amount (000)
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.4%
UNITED STATES–0.4%
State of California (State of California) Series 2010 7.625%, 3/01/40 (cost $203,224)		U.S.$	200		307,000
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
CONSUMER NON-CYCLICAL–0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20(a) (cost $99,793)			100		101,000
	Shares
WARRANTS–0.0%
Talon Equity Co. NV, expiring 11/25/15(e)(f)(g) (cost $0)			47		0
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.2%
TIME DEPOSIT–1.2%
State Street Time Deposit 0.01%, 1/02/15 (cost $894,866)		U.S.$	895		894,866

15

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CERTIFICATES OF DEPOSIT – 1.0%
Svenska Handelsbanken/New York 0.225%, 3/23/15 (cost $788,009)		U.S.$	788	$	788,009
Total Short-Term Investments (cost $1,682,875)					1,682,875
TOTAL INVESTMENTS – 110.6% (cost $82,141,201)					84,387,641
Other assets less liabilities –(10.6)%					(8,059,744	)
NET ASSETS – 100.0%				$	76,327,897

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 10 Yr (CBT) Futures		7		March 2015	$	885,776	$	887,578	$	1,802
Sold Contracts
U.S. T-Note 2 Yr (CBT) Futures		4		March 2015		875,557		874,375		1,182
U.S. T-Note 5 Yr (CBT) Futures		7		March 2015		832,295		832,508		(213	)
									$	2,771

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	JPY	280,000	USD	2,618		1/15/15	$	279,907
BNP Paribas SA	AUD	698	USD	577		1/30/15		8,966
BNP Paribas SA	NZD	1,239	USD	952		2/13/15		(10,602	)
Brown Brothers Harriman & Co.	GBP	371	USD	578		1/27/15		(613	)
Credit Suisse International	EUR	474	USD	584		1/09/15		9,845
Goldman Sachs Bank USA	BRL	1,021	USD	384		1/05/15		289
Goldman Sachs Bank USA	USD	385	BRL	1,021		1/05/15		(463	)
Goldman Sachs Bank USA	EUR	781	USD	981		1/09/15		35,475
Goldman Sachs Bank USA	MXN	2,748	USD	185		1/15/15		(989	)
Goldman Sachs Bank USA	BRL	1,021	USD	381		2/03/15		158
JPMorgan Chase Bank	BRL	805	USD	315		1/05/15		11,667
JPMorgan Chase Bank	USD	303	BRL	805		1/05/15		(228	)
Morgan Stanley & Co., Inc.	USD	351	JPY	41,971		1/23/15		(679	)
Royal Bank of Scotland PLC	MXN	6,032	USD	414		1/15/15		5,288
Royal Bank of Scotland PLC	USD	799	MXN	10,958		1/15/15		(57,082	)
Royal Bank of Scotland PLC	JPY	41,836	USD	350		1/23/15		321
State Street Bank & Trust Co.	BRL	216	USD	84		1/05/15		2,407
State Street Bank & Trust Co.	USD	12	EUR	9		1/09/15		(166	)
State Street Bank & Trust Co.	CAD	1,093	USD	963		1/14/15		21,659

16

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	USD	78	CAD	89		1/14/15	$	(1,193	)
State Street Bank & Trust Co.	MXN	10,880	USD	800		1/15/15		63,311
State Street Bank & Trust Co.	GBP	203	USD	319		1/27/15		2,726
State Street Bank & Trust Co.	AUD	680	USD	563		1/30/15		9,130
							$	379,134

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at December 31, 2014			Notional Amount (000)		Market Value		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Morgan Stanley & Co. LLC/(INTRCONX):
CDX-NAHY Series 23, 5 Year Index, 12/20/19*		5.00	%		3.53	%	$	1,580	$	100,288	$	23,495

* Termination Date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	$	420		12/18/17		1.164	%		3 Month LIBOR		$	1,170
Morgan Stanley & Co., LLC/(CME Group)		CAD  1,320		10/03/19		1.993	%		3 Month CDOR			(14,716	)
Morgan Stanley & Co., LLC/(CME Group)	$	1,010		10/07/19		3 Month LIBOR			1.935	%		13,639
Morgan Stanley & Co., LLC/(CME Group)		380		6/25/21		2.243	%		3 Month LIBOR			(6,257	)
Morgan Stanley & Co., LLC/(CME Group)		530		1/14/24		2.980	%		3 Month LIBOR			(40,501	)
Morgan Stanley & Co., LLC/(CME Group)		460		2/14/24		2.889	%		3 Month LIBOR			(30,393	)
Morgan Stanley & Co., LLC/(CME Group)		650		4/28/24		2.817	%		3 Month LIBOR			(34,896	)
Morgan Stanley & Co., LLC/(CME Group)		450		5/29/24		3 Month LIBOR			2.628	%		15,696
Morgan Stanley & Co., LLC/ (CME Group)		NZD  730		9/25/24		4.628	%		3 Month BKBM			(30,979	)
											$	(127,237	)

17

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at December 31, 2014			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00	%		0.60	%	$	270	$	2,849	$	(5,167	)	$	8,016
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.84			92		595		(1,109	)		1,704
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.84			54		349		(584	)		933
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.84			37		242		(452	)		694
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.84			37		241		(448	)		689
									$	4,276	$	(7,760	)	$	12,036

* Termination Date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank	$	1,390		1/30/17		1.059	%		3 Month LIBOR	$	(9,234	)
JPMorgan Chase Bank		1,520		2/07/22		2.043	%		3 Month LIBOR		(10,666	)
										$	(19,900	)

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the aggregate market value of these securities amounted to $16,992,641 or 22.3% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at December 31, 2014.

(c) Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(d) IO—Interest Only.

(e) Illiquid security.

(f) Fair valued by the Adviser.

(g) Non-income producing security.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

MXN—Mexican Peso

NZD—New Zealand Dollar

USD—United States Dollar

18

AllianceBernstein Variable Products Series Fund

Glossary:

ABS—Asset-Backed Securities

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-NAHY—North American High Yield Credit Default Swap Index

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

19

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $82,141,201)	$	84,387,641
Cash		2,364
Due from broker		147,177	(a)
Foreign currencies, at value (cost $2,583,493)		2,366,065
Receivable for investment securities sold and foreign currency transactions		3,294,583
Interest and dividends receivable		514,377
Unrealized appreciation on forward currency exchange contracts		451,149
Unrealized appreciation on credit default swaps		12,036
Receivable for variation margin on exchange-traded derivatives		250
Receivable for capital stock sold		124
Total assets		91,175,766
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		14,446,438
Payable for capital stock redeemed		143,802
Unrealized depreciation on forward currency exchange contracts		72,015
Advisory fee payable		29,318
Unrealized depreciation on interest rate swaps		19,900
Administrative fee payable		12,310
Upfront premium received on credit default swaps		7,760
Distribution fee payable		4,237
Payable for variation margin on exchange-traded derivatives		2,000
Transfer Agent fee payable		112
Accrued expenses		109,977
Total liabilities		14,847,869
NET ASSETS	$	76,327,897
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,731
Additional paid-in capital		69,865,635
Undistributed net investment income		2,091,439
Accumulated net realized gain on investment and foreign currency transactions		2,067,042
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		2,297,050
	$	76,327,897

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	56,436,504		4,963,519	$	11.37
B	$	19,891,393		1,767,152	$	11.26

(a) Represents amounts on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

20

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	2,656,914
Dividends—unaffiliated issuers		27,745
Consent fee income		1,598
		2,686,257
EXPENSES
Advisory fee (see Note B)		362,166
Distribution fee—Class B		53,389
Transfer agency—Class A		4,789
Transfer agency—Class B		1,722
Custodian		136,962
Audit and tax		74,642
Administrative		49,294
Legal		33,411
Printing		32,838
Directors’ fees		4,525
Miscellaneous		6,002
Total expenses		759,740
Net investment income		1,926,517
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		2,012,074
Futures		6,243
Swaps		(93,381	)
Foreign currency transactions		244,257
Net change in unrealized appreciation/depreciation of:
Investments		972,012
Futures		40,871
Swaps		(116,797	)
Foreign currency denominated assets and liabilities and other assets		72,482
Net gain on investment and foreign currency transactions		3,137,761
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	5,064,278

See notes to financial statements.

21

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,926,517		$	2,576,017
Net realized gain on investment and foreign currency transactions		2,169,193			1,409,766
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		968,568			(6,216,473	)
Net increase (decrease) in net assets from operations		5,064,278			(2,230,690	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,042,058	)		(2,531,715	)
Class B		(688,955	)		(845,380	)
Net realized gain on investment transactions
Class A		(786,629	)		(2,053,818	)
Class B		(290,472	)		(749,834	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,226,036	)		(15,758,067	)
Total decrease		(7,969,872	)		(24,169,504	)
NET ASSETS
Beginning of period		84,297,769			108,467,273
End of period (including undistributed net investment income of $2,091,439 and $2,759,361, respectively)	$	76,327,897		$	84,297,769

See notes to financial statements.

22

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3. In addition, non-agency rated investments are classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

24

AllianceBernstein Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Governments–Treasuries

$

–0

–

$

17,408,339

$

–0

–

$

17,408,339

Corporates–Investment Grade

–0

–

17,388,003

–0

–

17,388,003

Mortgage Pass-Throughs

–0

–

15,291,592

–0

–

15,291,592

Asset-Backed Securities

–0

–

9,826,753

1,289,761

11,116,514

Commercial Mortgage-Backed Securities

–0

–

6,831,239

292,194

7,123,433

Corporates–Non-Investment Grade

–0

–

4,447,864

–0

–

4,447,864

Collateralized Mortgage Obligations

–0

–

111,569

3,033,170

3,144,739

Inflation-Linked Securities

–0

–

2,425,340

–0

–

2,425,340

Agencies

–0

–

2,035,766

–0

–

2,035,766

Quasi-Sovereigns

–0

–

1,184,456

–0

–

1,184,456

Governments–Sovereign Agencies

–0

–

405,360

–0

–

405,360

Preferred Stocks

200,740

124,620

–0

–

325,360

Local Governments–Municipal Bonds

–0

–

307,000

–0

–

307,000

Emerging Markets–Corporate Bonds

–0

–

101,000

–0

–

101,000

Warrants^

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments

Time Deposit

–0

–

894,866

–0

–

894,866

Certificates of Deposit

–0

–

788,009

–0

–

788,009

Total Investments in Securities

200,740

79,571,776

4,615,125

84,387,641

Other Financial Instruments* :

Assets:

Futures

2,984

–0

–

–0

–

2,984

#

Forward Currency Exchange Contracts

–0

–

451,149

–0

–

451,149

Centrally Cleared Credit Default Swaps

–0

–

23,495

–0

–

23,495

#

Centrally Cleared Interest Rate Swaps

–0

–

30,505

–0

–

30,505

#

Credit Default Swaps

–0

–

12,036

–0

–

12,036

Liabilities:

Futures

(213

)

–0

–

–0

–

(213

)#

Forward Currency Exchange Contracts

–0

–

(72,015

)

–0

–

(72,015

)

Centrally Cleared Interest Rate Swaps

–0

–

(157,742

)

–0

–

(157,742

)#

Interest Rate Swaps

–0

–

(19,900

)

–0

–

(19,900

)

Total**

$

203,511

$

79,839,304

$

4,615,125

$

84,657,940

^ The Portfolio held securities with zero market value at period end.

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

** There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Asset- Backed Securities			Commercial Mortgage- Backed Securities			Corporates - Non-Investment Grade^
Balance as of 12/31/13	$	1,270,213		$	186,676		$	–0	–
Accrued discounts/(premiums)		2,895			(268	)
Realized gain (loss)		3,301			4,953			(3,506	)
Change in unrealized appreciation/depreciation		(6,063	)		(3,946	)		3,506
Purchases		884,585			212,749			–0	–
Sales		(865,170	)		(107,970	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 12/31/14	$	1,289,761		$	292,194		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/14*	$	(4,032	)	$	(3,135	)	$	–0	–
	Collateralized Mortgage Obligations			Common Stocks			Warrants^^
Balance as of 12/31/13	$	1,240,216		$	3,690		$	–0	–
Accrued discounts/(premiums)		9,814			–0	–		–0	–
Realized gain (loss)		(12,870	)		3,742			–0	–
Change in unrealized appreciation/depreciation		38,178			(3,686	)		–0	–
Purchases		1,932,219			–0	–		–0	–
Sales		(174,387	)		(3,746	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 12/31/14	$	3,033,170		$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/14*	$	38,180		$	–0	–	$	–0	–
	Total
Balance as of 12/31/13	$	2,700,795
Accrued discounts/(premiums)		12,441
Realized gain (loss)		(4,380	)
Change in unrealized appreciation/depreciation		27,989
Purchases		3,029,553
Sales		(1,151,273	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		–0	–
Balance as of 12/31/14	$	4,615,125
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/14*	$	31,013

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

^ The Portfolio held a security with zero market value at the beginning of the period.

^^ The Portfolio held a security with zero market value at period end.

As of December 31, 2014 all Level 3 securities were priced by third party vendors or at cost, which approximates fair value.

26

AllianceBernstein Variable Products Series Fund

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

27

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B : Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $49,294.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $269, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C : Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	28,975,364	$	27,678,441
U.S. government securities		185,332,040		184,571,572

28

AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, swaps and foreign currency transactions) are as follows:

Cost	$	82,143,768
Gross unrealized appreciation		2,940,720
Gross unrealized depreciation		(696,847	)
Net unrealized appreciation	$	2,243,873

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

29

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for swaps cleared through a central clearinghouse’s exchange is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

30

AllianceBernstein Variable Products Series Fund

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a 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) computed based on a contractually-based principal (or “notional”) amount. Interest rate 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).

During the year ended December 31, 2014, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of December 31, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

During the year ended December 31, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

31

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	33,489	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	157,955	*
Credit contracts	Receivable/Payable for variation margin on exchange-traded derivatives		23,495	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		451,149		Unrealized depreciation on forward currency exchange contracts		72,015
Interest rate contracts					Unrealized depreciation on interest rate swaps		19,900
Credit contracts	Unrealized appreciation on credit default swaps		12,036
Total		$	520,169			$	249,870

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	6,243		$	40,871
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		108,472			292,913
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(2,753	)		(203,476	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(90,628	)		86,679
Total		$	21,334		$	216,987

32

AllianceBernstein Variable Products Series Fund

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Futures:
Average original value of buy contracts	$	1,276,308
Average original value of sale contracts	$	1,517,672
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	2,331,606
Average principal amount of sale contracts	$	7,930,341
Interest Rate Swaps:
Average notional amount	$	2,910,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	4,848,177
Credit Default Swaps:
Average notional amount of sale contracts	$	401,246
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	3,363,250	(a)
Average notional amount of sale contracts	$	2,151,625	(b)

(a) Positions were open for ten months during the year.

(b) Positions were open for four months during the year.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Goldman Sachs & Co.**	$	250	$	–0	–	$	–0	–	$	–0	–	$	250
Total	$	250	$	–0	–	$	–0	–	$	–0	–	$	250
OTC Derivatives:
BNP Paribas SA	$	288,873	$	(10,602	)	$	–0	–	$	–0	–	$	278,271
Credit Suisse International		14,121		–0	–		–0	–		–0	–		14,121
Goldman Sachs Bank USA		35,922		(1,452	)		–0	–		–0	–		34,470
JPMorgan Chase Bank		11,667		(11,667	)		–0	–		–0	–		–0	–
Royal Bank of Scotland PLC		5,609		(5,609	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		99,233		(1,359	)		–0	–		–0	–		97,874
Total	$	455,425	$	(30,689	)	$	–0	–	$	–0	–	$	424,736	^

33

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	2,000	$	–0	–	$	(2,000	)	$	–0	–	$	–0	–
Total	$	2,000	$	–0	–	$	(2,000	)	$	–0	–	$	–0	–
OTC Derivatives:
BNP Paribas SA	$	10,602	$	(10,602	)	$	–0	–	$	–0	–	$	–0	–
Brown Brothers Harriman & Co.		613		–0	–		–0	–		–0	–		613
Goldman Sachs Bank USA		1,452		(1,452	)		–0	–		–0	–		–0	–
JPMorgan Chase Bank		20,128		(11,667	)		–0	–		–0	–		8,461
Morgan Stanley & Co., Inc.		679		–0	–		–0	–		–0	–		679
Royal Bank of Scotland PLC		57,082		(5,609	)		–0	–		–0	–		51,473
State Street Bank & Trust Co.		1,359		(1,359	)		–0	–		–0	–		–0	–
Total	$	91,915	$	(30,689	)	$	–0	–	$	–0	–	$	61,226 ^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2014.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

3. Dollar Rolls

The Portfolio may enter into dollar rolls. 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. 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. Dollar rolls are speculative techniques. For the year ended December 31, 2014, the Portfolio earned drop income of $389,464 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the year ended December 31, 2014, the Portfolio had no transactions in reverse repurchase agreements.

34

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		146,845			74,962		$	1,679,669		$	884,617
Shares issued in reinvestment of dividends and distributions		252,111			413,111			2,828,687			4,585,533
Shares redeemed		(948,062	)		(1,408,318	)		(10,850,612	)		(16,566,656	)
Net decrease		(549,106	)		(920,245	)	$	(6,342,256	)	$	(11,096,506	)
Class B
Shares sold		206,267			92,014		$	2,332,924		$	1,077,143
Shares issued in reinvestment of dividends and distributions		88,078			145,019			979,427			1,595,214
Shares redeemed		(548,694	)		(628,054	)		(6,196,131	)		(7,333,918	)
Net decrease		(254,349	)		(391,021	)	$	(2,883,780	)	$	(4,661,561	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Duration Risk—Duration is the 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%.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in an rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Redemption Risk—A Portfolio may experience heavy redemptions that could cause the Portfolio to liquidate its assets at inopportune times or at a loss or depressed value, which could cause the value of your investment to decline.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

35

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE H: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	2,731,013	$	4,448,851
Net long-term capital gains		1,077,101		1,731,896
Total taxable distributions paid	$	3,808,114	$	6,180,747

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,314,961
Undistributed net capital gain		1,228,137
Accumulated capital and other losses		(950	)(a)
Unrealized appreciation/(depreciation)		1,913,382	(b)
Total accumulated earnings/(deficit)	$	6,455,530

(a) As of December 31, 2014, the Portfolio had cumulative deferred loss on straddles of $950.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps and Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

36

AllianceBernstein Variable Products Series Fund

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the tax treatment of swaps, reclassifications of foreign currency and paydown gains/losses, and the tax treatment of clearing fees resulted in a net increase in undistributed net investment income and a net decrease in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

37

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.22			$12.30			$12.54			$12.39			$11.98
Income From Investment Operations
Net investment income (a)		.28			.32			.33			.42			.48
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.44			(.59	)		.35	#		.38			.60
Contributions from Adviser		–0	–		–0	–		.05	#		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.72			(.27	)		.73			.80			1.08
Less: Dividends and Distributions
Dividends from net investment income		(.41	)		(.45	)		(.58	)		(.60	)		(.67	)
Distributions from net realized gain on investment transactions		(.16	)		(.36	)		(.39	)		(.05	)		–0	–
Total dividends and distributions		(.57	)		(.81	)		(.97	)		(.65	)		(.67	)
Net asset value, end of period		$11.37			$11.22			$12.30			$12.54			$12.39
Total Return
Total investment return based on net asset value (b)		6.48	%		(2.16	)%*		6.05	%*		6.64	%		9.20	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$56,437			$61,848			$79,104			$106,028			$119,599
Ratio to average net assets of:
Expenses		.88	%		.77	%		.70	%		.65	%		.68	%+
Net investment income		2.46	%		2.74	%		2.67	%		3.42	%		3.90	%+
Portfolio turnover rate**		262	%		217	%		116	%		108	%		94	%

See footnote summary on page 39.

38

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.11			$12.17			$12.41			$12.26			$11.86
Income From Investment Operations
Net investment income (a)		.25			.29			.30			.39			.44
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.43			(.58	)		.35	#		.37			.60
Contributions from Adviser		–0	–		–0	–		.05	#		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.68			(.29	)		.70			.76			1.04
Less: Dividends and Distributions
Dividends from net investment income		(.37	)		(.41	)		(.55	)		(.56	)		(.64	)
Distributions from net realized gain on investment transactions		(.16	)		(.36	)		(.39	)		(.05	)		–0	–
Total dividends and distributions		(.53	)		(.77	)		(.94	)		(.61	)		(.64	)
Net asset value, end of period		$11.26			$11.11			$12.17			$12.41			$12.26
Total Return
Total investment return based on net asset value (b)		6.22	%		(2.34	)%*		5.79	%*		6.38	%		8.93	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$19,891			$22,450			$29,363			$33,973			$39,025
Ratio to average net assets of:
Expenses		1.13	%		1.02	%		.96	%		.90	%		.93	%+
Net investment income		2.21	%		2.49	%		2.43	%		3.17	%		3.64	%+
Portfolio turnover rate**		262	%		217	%		116	%		108	%		94	%

(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 and December 31, 2010 and by 0.02%, 0.05% and 0.04%, 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.

See notes to financial statements.

39

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Intermediate Bond Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Intermediate Bond Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)), as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Intermediate Bond Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

40

2014 FEDERAL TAX INFORMATION
(unaudited)	AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 0.41% of dividends paid qualify for the dividends received deduction.

41

INTERMEDIATE BOND PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1) Michael J. Downey(1)	Robert M. Keith, President and     Chief Executive Officer
William H. Foulk, Jr.(1)	Garry L. Moody(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and     Independent Compliance Officer Paul J. DeNoon(2), Vice President Shawn E. Keegan(2), Vice President Alison M. Martier(2), Vice President Douglas J. Peebles(2), Vice President	Greg J. Wilensky(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and     Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s U.S. Core Fixed Income Investment Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Mr. Douglas J. Peebles, Ms. Alison M. Martier and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

42

INTERMEDIATE BOND PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007 and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

43

INTERMEDIATE BOND PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

44

INTERMEDIATE BOND PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS* AGE (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIPS HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

45

INTERMEDIATE BOND PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS*, AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Paul J. DeNoon 52	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Shawn E. Keegan 43	Vice President	Vice President of the Adviser**, with which he has been associated since prior to 2010.
Alison M. Martier 58	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2010.
Douglas J. Peebles 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Greg J. Wilensky 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

46

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”) at a meeting held on November 3-6, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for

47

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; and transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the November 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broad array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Barclays U.S. Aggregate Bond Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2014 and (in the case of comparisons with the Index) the period since inception (September 1992 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 3-year period, and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5- and 10-year periods. The Portfolio outperformed the Index in the 1-, 3- and 5-year periods, matched it in the 10-year period, and lagged it in the period since inception. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 45 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 5.6 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was close to the Expense Group median.

The directors also considered the Adviser’s advisory fee schedule for non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate being paid under the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising another registered investment company with a similar investment style. The directors noted that the Adviser advises a portfolio of another AllianceBernstein fund with a similar investment style for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds

48

AllianceBernstein Variable Products Series Fund

such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the Portfolio’s investment classification/objective. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

49

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS.

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), in respect of AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”),^2,3 prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of this summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”⁴

INVESTMENT ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁵ Also shown are the Portfolio’s net assets on September 30, 2014.

1 The information in the fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

2 Future references to the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

3 On April 25, 2008, the Adviser’s variable fixed-income offerings were reorganized and U.S. Government/ High Grade Securities Portfolio acquired the assets of other fixed income series of the Fund, including Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio and High Yield Portfolio. On April 28, 2008 the investment guidelines of U.S. Government/ High Grade Securities Portfolio were broadened to match those of the Adviser’s U.S. Strategic Core Plus Strategy and the Portfolio’s name was changed to Intermediate Bond Portfolio.

4 Jones v. Harris at 1427.

5 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

50

AllianceBernstein Variable Products Series Fund

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets ($MM)
Intermediate Bond Portfolio	Low Risk Income	0.45% on 1st $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	$78.7

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s the fiscal year ended December 31, 2013, the Adviser received $54,102 (0.056% of the Portfolio’s average daily net assets) for providing such services.

Set forth below are the Portfolio’s total expense ratios for the most recent annual period:

Portfolio	Total Expense Ratio6	Fiscal Year
Intermediate Bond Portfolio	Class A    0.77% Class B    1.02%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2014 net assets.⁸

6 Annualized.

7 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

8 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

51

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 9/30/14 ($MM)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)		Fund Advisory Fee (%)
Intermediate Bond Portfolio	$	78.7	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum Account Size: $25 million		0.314		0.450

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. The AllianceBernstein Mutual Funds were also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc. – Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc. – Intermediate Duration Institutional Portfolio, which is managed similarly as the Portfolio, was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Bond Fund, Inc. – Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450		0.450
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio9	0.50% on first $1 billion 0.45% on the balance		0.500		0.450

The Adviser manages Intermediate Duration Portfolio of the Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company which has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee and what would havebeen theeffectiveadvisory feeofthe Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Intermediate Duration Portfolio	0.50% on 1st $1 billion 0.45% on next $ 2 billion 0.40% on next $ 2 billion 0.35% on next $ 2 billion 0.30% the balance		0.500		0.450

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client # 1	AB Sub-Advisory Fee Schedule:     0.29% on first $100 million     0.20% thereafter		0.290		0.450

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

9 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

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AllianceBernstein Variable Products Series Fund

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management service generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹¹ and the Portfolio’s contractual management fee ranking.¹²

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹³

Portfolio	Contractual Management Fee (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank
Intermediate Bond Portfolio	0.450	0.500		2/11

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.

Portfolio	Total Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.768		0.657		10/11		0.620		22/23

Based on this analysis, the Portfolio has more favorable ranking on a contractual management fee basis than on a total expense basis.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

15 Most recently completed fiscal year Class A share total expense ratio.

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INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $65,150 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2013, distribution expenses were incurred by ABI in the amount of $115,278 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI, is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁶ ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser. During the most recently completed fiscal year, the Portfolio paid ABIS a fee of approximately $1,385.¹⁷

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base

16 The fee is inclusive of other Portfolios of the Fund (Equity and Multi-Asset), which are not discussed in this summary.

17 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2013.

54

AllianceBernstein Variable Products Series Fund

compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁸ study on advisory fees and various fund characteristics.¹⁹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings²¹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended July 31, 2014.²³

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Intermediate Bond Portfolio
1 year		4.85		4.85		5.55		3/5		8/10
3 year		3.41		3.80		4.26		4/5		9/10
5 year		6.02		5.88		5.95		2/5		5/10
10 year		4.83		4.43		4.83		2/5		5/9

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

21 The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. The performance returns of the Portfolio were provided by Lipper.

22 The Portfolio’s PG/PU is not identical to its respective EG/EU as the criteria for including/excluding a fund to/from PG/PU is somewhat different than that of EG/EU.

23 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

55

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmarks.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending July 31, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio27		4.85		3.41		6.02		4.83		5.39		3.06		1.88		5
Barclays Capital U.S. Aggregate Index		3.97		3.04		4.47		4.80		5.86		2.79		1.54		5
Inception Date: September 17, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 18, 2014

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2014.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

27 On or around April 25, 2008, the Portfolio’s name was changed from U.S. Government/U.S. High Grade Portfolio to Intermediate Bond Portfolio. Also at this time, the Portfolio’s strategy and the benchmark changed from Barclays Capital U.S. Government Index to Barclays Capital U.S. Aggregate Index.

56

VPS-IB-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERNATIONAL GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—International Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in an international portfolio of equity securities of companies selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential within various market sectors. Examples of the types of market sectors in which the Portfolio may invest include, but are not limited to, information technology (which includes telecommunications), health care, financial services, infrastructure, energy and natural resources, and consumer groups.

Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. In addition, the Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging-market countries. Geographic distribution of the Portfolio’s investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation.

The Portfolio may also invest in synthetic foreign equity securities, which are various types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Adviser expects that normally the Portfolio’s portfolio will tend to emphasize investments in larger capitalization companies, although the Portfolio may invest in smaller- or medium-capitalization companies.

The Portfolio may, at times, invest in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

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

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

INVESTMENT RESULTS

The table on page 5 shows the Portfolio’s performance compared to its benchmarks, the Morgan Stanley Capital International (“MSCI”) All Country (“AC”) World (ex-U.S.) Index (net) and the MSCI World (ex-U.S.) Index (net) for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the benchmarks for the annual period. Security selection and sector allocation combined to drive the outperformance; currency positioning also contributed. Stock selection in the consumer staples sector and underweight exposure to the energy sector contributed. Stock selection in consumer discretionary and energy detracted.

The Portfolio utilized derivatives in the form of currency forwards for hedging purposes, and futures for investment purposes, which added to performance.

MARKET REVIEW AND INVESTMENT STRATEGY

International equity markets were under pressure in 2014, as a challenging global economic outlook curbed investor risk appetites. In Europe, the eurozone continued to be burdened by sluggish growth and the looming specter of deflation, leading to speculation in the closing months of the year that the European Central Bank would implement a quantitative easing program similar to the one employed by the U.S. In Asia, fears that Japan’s economic recovery was faltering prompted the Bank of Japan to inject more liquidity into global markets by significantly increasing its purchase of Japanese government assets, which lifted world equity markets temporarily. Data would indicate that

1

AllianceBernstein Variable Products Series Fund

Japan’s economy, the world’s third largest, had in fact slipped into a recession in the third quarter. Additionally, in emerging Asia, data released during the period continued to suggest that China’s economy, the world’s second largest, was weakening. Despite the discouraging numbers, China’s equity markets rose for the year on hopes that the country’s policymakers would soon implement more stimulus measures to jump-start growth. Concerns about the dimming global economic outlook led to a steep drop in commodity prices, especially crude oil, and negatively impacted the economies of countries that rely heavily on exporting raw materials, including Australia, Brazil and Russia.

The International Growth Portfolio Team follows a bottom-up stock selection methodology that employs rigorous analysis across geographic borders in search of companies that are market leaders with attractive earnings growth prospects and high return on invested capital.

2

INTERNATIONAL GROWTH PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged MSCI World AC (ex-U.S.) Index and the unmanaged MSCI World (ex-U.S.) Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World (ex-U.S.) Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets, excluding the U.S. The MSCI World (ex-U.S.) Index (free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the U.S. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

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.

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

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

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“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.

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, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

(Disclosures, Risks and Note about Historical Performance continued on next page)

3

INTERNATIONAL GROWTH PORTFOLIO
DISCLOSURES AND RISKS
(continued from previous page)	AllianceBernstein Variable Products Series Fund

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

4

INTERNATIONAL GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARKS	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
International Growth Portfolio Class A		-1.19%		4.26%		4.78%
International Growth Portfolio Class B		-1.41%		4.01%		4.52%
MSCI AC World (ex-U.S.) Index (net)		-3.87%		4.43%		5.13%
MSCI World (ex-U.S.) Index (net)		-4.32%		5.21%		4.64%
*    Average annual returns.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.94% and 1.19% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERNATIONAL GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in International Growth Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmarks, the MSCI AC World (ex-U.S.) Index (net) and the MSCI World (ex-U.S.) Index (net). The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 3-4.

5

INTERNATIONAL GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	936.10	$	5.71		1.17	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.31	$	5.96		1.17	%
Class B
Actual	$	1,000	$	935.40	$	6.93		1.42	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.05	$	7.22		1.42	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

6

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	2,942,432		3.4	%
Prudential PLC		2,508,926		2.9
AIA Group Ltd.		2,440,353		2.8
Nestle SA		2,218,523		2.6
British American Tobacco PLC		2,086,731		2.4
Housing Development Finance Corp. Ltd.		2,030,751		2.3
Partners Group Holding AG		1,911,456		2.2
Anheuser-Busch InBev NV		1,877,414		2.2
Cie Financiere Richemont SA		1,868,214		2.1
Taiwan Semiconductor Manufacturing Co., Ltd.		1,819,460		2.1
	$	21,704,260		25.0	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	22,867,828		26.4	%
Consumer Discretionary		15,341,867		17.7
Consumer Staples		13,535,916		15.6
Health Care		10,965,031		12.7
Information Technology		9,316,412		10.8
Industrials		7,311,233		8.4
Energy		4,268,018		4.9
Materials		2,216,513		2.6
Short-Term Investments		762,623		0.9
Total Investments	$	86,585,441		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

7

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	13,511,541		15.6	%
Switzerland		11,254,088		13.0
Japan		9,813,450		11.3
France		5,864,925		6.8
India		4,978,304		5.7
Hong Kong		4,742,575		5.5
China		4,628,694		5.3
Germany		3,611,978		4.2
Taiwan		3,476,727		4.0
South Africa		3,195,247		3.7
Italy		2,736,570		3.1
United States		2,137,770		2.5
Belgium		1,877,414		2.2
Other		13,993,535		16.2
Short-Term Investments		762,623		0.9
Total Investments	$	86,585,441		100.0	%

* All data are as of December 31, 2014. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 2.0% or less in the following countries: Australia, Austria, Brazil, Canada, Denmark, Indonesia, Mexico, Netherlands, Peru, Philippines, Russia, Singapore, Sweden and Thailand.

8

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
FINANCIALS–26.3%
BANKS–6.8%
Credicorp Ltd.		8,500	$	1,361,530
ING Groep NV(a)		106,550		1,376,590
Kasikornbank PCL (NVDR)		120,500		833,407
Sumitomo Mitsui Financial Group, Inc.		29,800		1,077,350
UniCredit SpA		198,400		1,270,873
				5,919,750
CAPITAL MARKETS–6.9%
Aberdeen Asset Management PLC		215,750		1,441,631
Azimut Holding SpA		40,095		871,040
Partners Group Holding AG		6,570		1,911,456
UBS Group AG(a)		102,840		1,767,789
				5,991,916
DIVERSIFIED FINANCIAL SERVICES–2.6%
IG Group Holdings PLC		111,938		1,250,858
London Stock Exchange Group PLC		28,840		992,355
				2,243,213
INSURANCE–6.6%
AIA Group Ltd.		444,000		2,440,353
Prudential PLC		108,520		2,508,926
St James’s Place PLC		63,800		804,447
				5,753,726
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.1%
Global Logistic Properties Ltd.		498,000		928,472
THRIFTS & MORTGAGE FINANCE–2.3%
Housing Development Finance Corp. Ltd.		113,540		2,030,751
				22,867,828
CONSUMER DISCRETIONARY–17.7%
AUTOMOBILES–4.8%
Great Wall Motor Co., Ltd.–Class H		125,000		709,463
Nissan Motor Co., Ltd.		151,900		1,324,836
Tata Motors Ltd.–Class A		203,420		1,076,783
Volkswagen AG (Preference Shares)		4,866		1,081,495
				4,192,577
DIVERSIFIED CONSUMER SERVICES–0.7%
Kroton Educacional SA		107,100		624,501
HOTELS, RESTAURANTS & LEISURE–1.8%
Alsea SAB de CV(a)(b)		208,911	$	574,749
Melco Crown Entertainment Ltd. (ADR)		38,860		987,044
				1,561,793
HOUSEHOLD DURABLES–1.5%
Panasonic Corp.		106,800		1,257,937
INTERNET & CATALOG RETAIL–1.1%
JD.com, Inc. (ADR)(a)		39,338		910,281
MEDIA–1.7%
Naspers Ltd.–Class N		11,050		1,429,374
MULTILINE RETAIL–0.9%
Matahari Department Store Tbk PT		675,000		813,349
SPECIALTY RETAIL–2.4%
Chow Tai Fook Jewellery Group Ltd.(b)		554,600		742,772
Fast Retailing Co., Ltd.		3,700		1,346,412
				2,089,184
TEXTILES, APPAREL & LUXURY GOODS–2.8%
Brunello Cucinelli SpA(b)		26,623		594,657
Cie Financiere Richemont SA		21,072		1,868,214
				2,462,871
				15,341,867
CONSUMER STAPLES–15.6%
BEVERAGES–2.2%
Anheuser-Busch InBev NV		16,682		1,877,414
FOOD & STAPLES RETAILING–1.6%
Magnit PJSC (Sponsored GDR)(c)		13,840		628,336
Tsuruha Holdings, Inc.		12,900		746,434
				1,374,770
FOOD PRODUCTS–6.2%
Danone SA		22,240		1,454,008
Nestle SA		30,432		2,218,523
Universal Robina Corp.		259,120		1,129,734
WH Group Ltd.(a)(c)		1,006,000		572,406
				5,374,671
HOUSEHOLD PRODUCTS–3.2%
Reckitt Benckiser Group PLC		20,730		1,679,005
Unicharm Corp.		47,700		1,143,325
				2,822,330
TOBACCO–2.4%
British American Tobacco PLC		38,507		2,086,731
				13,535,916

9

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HEALTH CARE–12.6%
BIOTECHNOLOGY–0.6%
Actelion Ltd. (REG)(a)		4,740	$	545,674
HEALTH CARE EQUIPMENT & SUPPLIES–2.0%
Elekta AB–Class B		64,150		655,856
Essilor International SA		9,600		1,070,585
				1,726,441
HEALTH CARE PROVIDERS & SERVICES–0.7%
Life Healthcare Group Holdings Ltd.		173,170		639,715
PHARMACEUTICALS–9.3%
Aspen Pharmacare Holdings Ltd.		32,281		1,126,158
Bayer AG		8,267		1,126,861
H Lundbeck A/S		30,270		600,840
Indivior PLC(a)		20,730		48,271
Novo Nordisk A/S–Class B		27,145		1,148,227
Roche Holding AG		10,860		2,942,432
Sun Pharmaceutical Industries Ltd.		81,100		1,060,412
				8,053,201
				10,965,031
INFORMATION TECHNOLOGY–10.7%
INTERNET SOFTWARE & SERVICES–3.5%
Baidu, Inc. (Sponsored ADR)(a)		7,620		1,737,132
Tencent Holdings Ltd.		87,900		1,271,818
				3,008,950
IT SERVICES–0.9%
Tata Consultancy Services Ltd.		19,950		810,358
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.7%
ams AG		40,320		1,457,567
MediaTek, Inc.		114,000		1,657,267
Taiwan Semiconductor Manufacturing Co., Ltd.		413,000		1,819,460
				4,934,294
SOFTWARE–0.6%
Mobileye NV(a)(b)		13,876		562,810
				9,316,412
INDUSTRIALS–8.4%
AEROSPACE & DEFENSE–1.9%
Safran SA		27,470		1,694,760
COMMERCIAL SERVICES & SUPPLIES–1.3%
Aggreko PLC		46,926		1,094,314
INDUSTRIAL CONGLOMERATES–1.6%
Toshiba Corp.		330,000		1,391,709
MACHINERY–1.8%
Komatsu Ltd.		69,000	$	1,525,447
PROFESSIONAL SERVICES–1.8%
Capita PLC		95,720		1,605,003
				7,311,233
ENERGY–4.9%
ENERGY EQUIPMENT & SERVICES–1.8%
Schlumberger Ltd.		18,440		1,574,960
OIL, GAS & CONSUMABLE FUELS–3.1%
Canadian Natural Resources Ltd.		33,880		1,047,486
Total SA		32,120		1,645,572
				2,693,058
				4,268,018
MATERIALS–2.6%
CHEMICALS–1.6%
Linde AG		7,620		1,403,621
METALS & MINING–1.0%
BHP Billiton PLC		37,930		812,892
				2,216,513
Total Common Stocks (cost $65,174,781)				85,822,818
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.9%
TIME DEPOSIT–0.9%
State Street Time Deposit 0.01%, 1/02/15 (cost $762,623)	$	763		762,623
Total Investments Before Security Lending Collateral for Securities Loaned–99.7% (cost $65,937,404)				86,585,441
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.7%
INVESTMENT COMPANIES–2.7%
AB Exchange Reserves–Class I, 0.07%(d)(e) (cost $2,295,104)		2,295,104		2,295,104
TOTAL INVESTMENTS–102.4% (cost $68,232,508)				88,880,545
Other assets less liabilities–(2.4)%				(2,072,270	)
NET ASSETS–100.0%			$	86,808,275

10

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	CHF	4,831	USD	4,990		2/18/15	$	127,567
Credit Suisse International	USD	1,925	EUR	1,550		2/18/15		(48,669	)
Goldman Sachs Bank USA	USD	4,190	AUD	4,905		2/18/15		(198,393	)
HSBC Bank USA	GBP	2,805	USD	4,459		2/18/15		88,979
HSBC Bank USA	HKD	22,250	USD	2,870		2/18/15		814
HSBC Bank USA	USD	2,820	JPY	323,143		2/18/15		(121,413	)
State Street Bank & Trust Co.	USD	503	NOK	3,457		2/18/15		(39,306	)
State Street Bank & Trust Co.	USD	791	SEK	5,869		2/18/15		(38,099	)
UBS AG	USD	3,111	CAD	3,564		2/18/15		(46,134	)
							$	(274,654	)

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the aggregate market value of these securities amounted to $1,200,742 or 1.4% of net assets.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(e) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

NVDR—Non Voting Depositary Receipt

PJSC—Public Joint Stock Company

REG—Registered Shares

See notes to financial statements.

11

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $65,937,404)	$	86,585,441	(a)
Affiliated issuers (cost $2,295,104—investment of cash collateral for securities loaned)		2,295,104
Foreign currencies, at value (cost $453,972)		449,934
Dividends and interest receivable		309,526
Unrealized appreciation on forward currency exchange contracts		217,360
Receivable for capital stock sold		35,339
Total assets		89,892,704
LIABILITIES
Payable for collateral received on securities loaned		2,295,104
Unrealized depreciation on forward currency exchange contracts		492,014
Payable for capital stock redeemed		96,756
Advisory fee payable		56,261
Administrative fee payable		12,310
Distribution fee payable		10,277
Payable for foreign currency transactions		994
Transfer Agent fee payable		112
Accrued expenses and other liabilities		120,601
Total liabilities		3,084,429
NET ASSETS	$	86,808,275
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,591
Additional paid-in capital		103,016,094
Undistributed net investment income		428,748
Accumulated net realized loss on investment and foreign currency transactions		(36,959,936	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		20,318,778
	$	86,808,275

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	38,924,122		2,044,226	$	19.04
B	$	47,884,153		2,546,345	$	18.81

(a) Includes securities on loan with a value of $2,181,730 (see Note E).

See notes to financial statements.

12

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $172,856)	$	2,304,672
Affiliated issuers		1,742
Interest		108
Securities lending income		53,423
		2,359,945
EXPENSES
Advisory fee (see Note B)		760,928
Distribution fee—Class B		129,152
Transfer agency—Class A		3,141
Transfer agency—Class B		3,515
Custodian		101,729
Printing		68,174
Audit and tax		61,133
Administrative		48,204
Legal		39,023
Directors’ fees		4,503
Miscellaneous		15,962
Total expenses		1,235,464
Net investment income		1,124,481
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		19,932,328	(a)
Futures		649,603
Foreign currency transactions		(1,555,476	)
Net change in unrealized appreciation/depreciation of:
Investments		(23,710,141	)(b)
Foreign currency denominated assets and liabilities		1,184,024
Net loss on investment and foreign currency transactions		(3,499,662	)
Contributions from Adviser (see Note B)		5,816
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,369,365	)

(a) Net of foreign cap gains tax of $1,314.

(b) Net of increase in accrued foreign capital gains taxes of $30,747.

See notes to financial statements.

13

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,124,481		$	1,661,705
Net realized gain on investment and foreign currency transactions		19,026,455			529,841
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(22,526,117	)		17,582,786
Contributions from Adviser (see Note B)		5,816			–0	–
Net increase (decrease) in net assets from operations		(2,369,365	)		19,774,332
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(969,189	)
Class B		–0	–		(406,590	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(67,932,548	)		(17,593,374	)
Total increase (decrease)		(70,301,913	)		805,179
NET ASSETS
Beginning of period		157,110,188			156,305,009
End of period (including undistributed net investment income of $428,748 and $861,057, respectively)	$	86,808,275		$	157,110,188

See notes to financial statements.

14

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

15

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stock:
Financials	$	3,129,319		$	19,738,509		$	–0	–	$	22,867,828
Consumer Discretionary		3,096,575			12,245,292			–0	–		15,341,867
Consumer Staples		628,336			12,907,580			–0	–		13,535,916
Health Care		704,127			10,260,904			–0	–		10,965,031
Information Technology		3,110,300			6,206,112			–0	–		9,316,412
Industrials		–0	–		7,311,233			–0	–		7,311,233
Energy		2,622,446			1,645,572			–0	–		4,268,018
Materials		–0	–		2,216,513			–0	–		2,216,513
Short-Term Investments		–0	–		762,623			–0	–		762,623
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		2,295,104			–0	–		–0	–		2,295,104
Total Investments in Securities		15,586,207			73,294,338	+		–0	–		88,880,545

16

AllianceBernstein Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	217,360		$	–0	–	$	217,360
Liabilities:
Forward Currency Exchange Contracts		–0	–		(492,014	)		–0	–		(492,014	)
Total(a)(b)	$	15,586,207		$	73,019,684		$	–0	–	$	88,605,891

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

(a) An amount of $4,915,880 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

(b) An amount of $2,167,844 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

17

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the year ended December 31, 2014, the Adviser reimbursed the Portfolio $5,816 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,204.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $107,593, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits

18

AllianceBernstein Variable Products Series Fund

payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	29,176,945	$	95,873,291

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Cost	$	68,366,548
Gross unrealized appreciation		23,857,258
Gross unrealized depreciation		(3,343,261	)
Net unrealized appreciation	$	20,513,997

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

During the year ended December 31, 2014, the Portfolio held futures for non-hedging purposes.

19

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	217,360	Unrealized depreciation on forward currency exchange contracts	$	492,014
Total		$	217,360		$	492,014

20

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	649,603		$	–0	–
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(1,195,018	)		1,213,421
Total		$	(545,415	)	$	1,213,421

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Futures:
Average original value of buy contracts	$	42,419,972	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	31,020,806
Average principal amount of sale contracts	$	29,454,683

(a) Positions were open for less than one month during the period, based on the daily average.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

BNP Paribas SA

$

127,567

$

–0

–

$

–0

–

$

–0

–

$

127,567

HSBC Bank USA

89,793

(89,793

)

–0

–

–0

–

–0

–

Total

$

217,360

$

(89,793

)

$

–0

–

$

–0

–

$

127,567

^

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged

Net Amount of Derivatives Liabilities

OTC Derivatives:

Credit Suisse International

$

48,669

$

–0

–

$

–0

–

$

–0

–

$

48,669

Goldman Sachs Bank USA

198,393

–0

–

–0

–

–0

–

198,393

HSBC Bank USA

121,413

(89,793

)

–0

–

–0

–

31,620

State Street Bank & Trust Co.

77,405

–0

–

–0

–

–0

–

77,405

UBS AG

46,134

–0

–

–0

–

–0

–

46,134

Total

$

492,014

$

(89,793

)

$

–0

–

$

–0

–

$

402,221

^

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

21

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $2,181,730 and had received cash collateral which has been invested into AB Exchange Reserves of $2,295,104. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $53,423 and $1,742 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	177	$	33,259	$	31,141	$	2,295

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		134,654			168,679		$	2,638,381		$	3,058,525
Shares issued in reinvestment of dividends		–0	–		53,487			–0	–		969,189
Shares redeemed		(3,406,796	)		(604,017	)		(64,441,263	)		(10,946,120	)
Net decrease		(3,272,142	)		(381,851	)	$	(61,802,882	)	$	(6,918,406	)

22

AllianceBernstein Variable Products Series Fund

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class B
Shares sold		315,056			323,357		$	6,091,692		$	5,795,702
Shares issued in reinvestment of dividends		–0	–		22,639			–0	–		406,590
Shares redeemed		(632,180	)		(943,420	)		(12,221,358	)		(16,877,260	)
Net decrease		(317,124	)		(597,424	)	$	(6,129,666	)	$	(10,674,968	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

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

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	1,375,779
Total taxable distributions paid	$	–0	–	$	1,375,779

23

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	152,287
Accumulated capital and other losses		(36,825,896	)(a)
Unrealized appreciation/(depreciation)		20,461,200	(b)
Total accumulated earnings/(deficit)	$	(16,212,409	)

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $36,822,293. During the fiscal year, the Portfolio utilized $20,539,739 of capital loss carryforwards to offset current year net realized gains. At December 31, 2014, the Portfolio had a post-October short-term capital loss deferral of $3,603 which is deemed to arise on January 1, 2015.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gain/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2014, the Portfolio had a net short-term capital loss carryforward of $36,822,293 which will expire in 2017.

During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency and foreign capital gains tax resulted in a net decrease in undistributed net investment income and a net decrease in accumulated net realized loss on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

24

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$19.27			$17.13			$15.08			$18.42			$16.66
Income From Investment Operations
Net investment income (a)		.24			.21			.21			.26			.18
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.47	)		2.11			2.12			(3.08	)		1.92
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		(.23	)		2.32			2.33			(2.82	)		2.10
Less: Dividends
Dividends from net investment income		–0	–		(.18	)		(.28	)		(.52	)		(.34	)
Net asset value, end of period		$19.04			$19.27			$17.13			$15.08			$18.42
Total Return
Total investment return based on net asset value (c)		(1.19	)%		13.60	%		15.54	%		(15.85	)%		12.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$38,924			$102,467			$97,611			$90,912			$126,339
Ratio to average net assets of:
Expenses		1.07	%		.94	%		.97	%		.94	%		.93	%+
Net investment income		1.20	%		1.15	%		1.33	%		1.53	%		1.08	%+
Portfolio turnover rate		29	%		31	%		52	%		66	%		104	%

See footnote summary on page 26.

25

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$19.08			$16.96			$14.93			$18.24			$16.51
Income From Investment Operations
Net investment income (a)		.20			.16			.18			.22			.14
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.47	)		2.09			2.08			(3.06	)		1.89
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		(.27	)		2.25			2.26			(2.84	)		2.03
Less: Dividends
Dividends from net investment income		–0	–		(.13	)		(.23	)		(.47	)		(.30	)
Net asset value, end of period		$18.81			$19.08			$16.96			$14.93			$18.24
Total Return
Total investment return based on net asset value (c)		(1.41	)%		13.32	%		15.23	%		(16.04	)%		12.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$47,884			$54,643			$58,694			$58,322			$74,879
Ratio to average net assets of:
Expenses		1.36	%		1.19	%		1.22	%		1.19	%		1.18	%+
Net investment income		1.02	%		.92	%		1.11	%		1.27	%		.83	%+
Portfolio turnover rate.		29	%		31	%		52	%		66	%		104	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) 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.

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

See notes to financial statements.

26

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein International Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein International Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein International Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

27

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Portfolio for the taxable year ended December 31, 2014.

The Portfolio intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended December 31, 2014, $124,616 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $2,188,549.

28

INTERNATIONAL GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Daniel C. Roarty(2), Vice President Tassos M. Stassopoulos(2), Vice President Emilie D. Wrapp, Secretary	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Global Growth and Thematic Investment Team. Messrs. Daniel C. Roarty and Tassos M. Stassopoulos are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

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INTERNATIONAL GROWTH PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		116	None

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AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

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INTERNATIONAL GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for the Portfolio’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

32

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Daniel C. Roarty 43	Vice President	Senior Vice President of the Adviser** and Technology Sector Head, with which he has been associated since May 2011. Prior thereto, he was in research and portfolio management at Nuveen Investments since prior to 2010.
Tassos M. Stassopoulos 46	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

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INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
International Growth Portfolio	International	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	95.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,097 (0.035% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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AllianceBernstein Variable Products Series Fund

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    0.94%	December 31
	Class B    1.19%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($ MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$95.6	International Research Growth AC Schedule 0.85% on first $25m 0.65% on next $25m 0.55% on next $50m 0.45% on the balance Minimum account size $25m		0.655	%		0.750	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Growth Portfolio	International Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
International Growth Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter The Adviser is waving 5 basis points in advisory fees effective through October 31, 2014.		0.875%		0.750%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

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AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
International Growth Portfolio		0.750		0.800		4/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Growth Portfolio		0.936		0.936		7/13		0.990		15/42

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $141,206 in Rule 12b-1 fees.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

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INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $326,524 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Growth Portfolio
1 year		11.36		16.54		17.40		10/13		46/54
3 year		3.50		6.56		7.51		13/13		46/50
5 year		16.27		17.47		18.36		11/12		36/45
10 year		6.79		7.34		7.33		7/11		20/33

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Growth Portfolio		11.36		3.50		16.27		6.79		8.15		20.51		0.35		10
MSCI World ex US Index (Net)		17.91		5.72		17.47		6.81		N/A		18.18		0.36		10
MSCI AC World ex US Index (Net)24		12.25		3.98		17.25		7.16		N/A		N/A		N/A		N/A
Inception Date: September 23, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

24 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

39

VPS-IG-0151-1214

DEC^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERNATIONAL VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—International Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio will invest primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide. Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by AllianceBernstein L.P. (the “Adviser”) in securities of non-U.S. companies. In addition, the Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries.

The Portfolio invests in companies that are determined by the Adviser to be undervalued, using a fundamental value approach. In selecting securities for the Portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.

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

The Portfolio may enter into other derivatives transactions, such as options, futures, forwards and swaps. The Portfolio may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of exchange-traded funds, or ETFs. The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments. The Portfolio may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multinational companies and “semi-governmental securities”, and enter into forward commitments.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index (net), for the one-, five- and 10- year periods ended December 31, 2014.

All share classes of the Portfolio underperformed the benchmark for the annual period. Security selection was the main source of underperformance, particularly in the capital equipment, finance and construction & housing sectors. Sector selection was positive, owing to overweights in the technology, telecommunications and transportation sectors, which helped to offset some of the underperformance.

Country exposure was positive overall, owing to an underweight in Australia and overweight in Taiwan. Overweights in France and Korea negatively impacted returns. At the end of the reporting period, the Portfolio did not have any allocations to Russian stocks, as the International Value Investment Team (the “Team”) progressively sold companies which were exposed to the Ukraine/Russia situation, or investment themes had played out. In the Team’s view, the increased political risks, coupled with the potential fallout on Russia’s economy and markets, created uncertainties that could not be appropriately incorporated into earnings forecasts, and outweighed the fundamental strengths of the Portfolio’s holdings in the region. For other holdings that have exposure to Russia’s economy, the Team continues to monitor the situation closely.

Derivatives utilized during the annual period included futures for investment purposes, which added to performance; and currencies for hedging and investment purposes, which detracted from performance.

MARKET REVIEW AND INVESTMENT STRATEGY

International equity markets declined for the annual period ended December 31, 2014. The eurozone economy stalled as macroeconomic data in the region remained weak. In addition, political turmoil in Greece and worries about the implications for inflation and global growth from tumbling oil prices also impacted investor sentiment. In Japan, gross domestic product has risen by only 0.3% over the six

1

AllianceBernstein Variable Products Series Fund

quarters since the Bank of Japan’s aggressive stimulus program began in April 2013, raising concerns that Prime Minister Shinzo Abe’s plan is not working. In emerging markets, cheaper oil has put more disinflationary pressure on China’s economy, which is already coping with a structural slowdown. Russia was hit by a perfect storm of sanctions and lower oil prices, prompting a sharp depreciation in the ruble. In contrast, U.S. stocks were pushed higher by signs that the U.S. economy was continuing to improve. These included an upward revision of the third-quarter U.S. gross domestic product, which benefited from an increase in spending. Manufacturing indicators rose, and unemployment fell from 6.6% at the beginning of the year to 5.8% in November, bolstering consumer confidence and increasing the chances of a rate hike from the U.S. Federal Reserve in 2015.

The Portfolio is focused on attractively valued opportunities, which currently are widespread across many industry sectors and regions. The Team prefers companies with robust cash flow generation and strong balance sheets, whose stocks are trading at deep valuation discounts.

2

INTERNATIONAL VALUE PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged MSCI EAFE Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EAFE Index (net; free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the U.S. and Canada. Net returns reflect the reinvestment of dividends after the deduction of non-U.S. withholding tax. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

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.

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

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

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

3

INTERNATIONAL VALUE PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED DECEMBER 31, 2014 (unaudited)	NAV Returns
	1 Year		5 Years*		10 Years*
International Value Portfolio Class A		-6.21%		2.22%		1.66%
International Value Portfolio Class B		-6.46%		1.95%		1.40%
MSCI EAFE Index (net)		-4.90%		5.33%		4.43%
*    Average annual returns.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.82% and 1.07% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

INTERNATIONAL VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in the International Value Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the MSCI EAFE Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 3.

4

INTERNATIONAL VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account  Value December 31, 2014		Expenses Paid During  Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	900.60	$	4.02		0.84	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.97	$	4.28		0.84	%
Class B
Actual	$	1,000	$	899.10	$	5.22		1.09	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.71	$	5.55		1.09	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	18,413,231		2.8	%
GlaxoSmithKline PLC		17,856,259		2.7
Airbus Group NV		14,949,063		2.2
Muenchener Rueckversicherungs-Gesellschaft AG		14,345,857		2.1
HSBC Holdings PLC		14,303,441		2.1
Actelion Ltd. (REG)		13,690,196		2.1
Liberty Global PLC—Series C		13,072,541		2.0
Vodafone Group PLC		12,088,115		1.8
Total SA		11,952,425		1.8
Honda Motor Co., Ltd.		11,905,472		1.8
	$	142,576,600		21.4	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	160,824,536		24.3	%
Consumer Discretionary		107,371,661		16.2
Industrials		85,854,702		13.0
Health Care		63,719,200		9.6
Telecommunication Services		53,776,227		8.1
Information Technology		51,796,737		7.8
Materials		47,896,725		7.2
Energy		45,771,263		6.9
Consumer Staples		26,105,588		3.9
Utilities		13,349,836		2.0
Short-Term Investments		6,306,044		1.0
Total Investments	$	662,772,519		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

6

INTERNATIONAL VALUE PORTFOLIO
COUNTRY BREAKDOWN*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	159,619,632		24.1	%
United Kingdom		117,300,887		17.7
France		99,242,797		15.0
Netherlands		37,510,834		5.7
Germany		32,377,999		4.9
Switzerland		32,103,427		4.8
Italy		28,202,514		4.2
Australia		25,756,749		3.9
Taiwan		21,294,084		3.2
China		16,741,991		2.5
Hong Kong		12,887,325		1.9
India		12,778,639		1.9
Denmark		12,539,237		1.9
Other		48,110,360		7.3
Short-Term Investments		6,306,044		1.0
Total Investments	$	662,772,519		100.0	%

* All data are as of December 31, 2014. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.7% or less in the following countries: Brazil, Israel, Norway, Portugal, South Africa, South Korea and Turkey.

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.5%
FINANCIALS–24.1%
BANKS–14.7%
Bank Hapoalim BM		698,875	$	3,286,198
Bank of Baroda		154,180		2,635,651
Bank of China Ltd.–Class H		7,561,000		4,243,755
Bank of Queensland Ltd.		479,700		4,725,966
Commerzbank AG(a)		350,320		4,595,004
Danske Bank A/S		349,330		9,444,431
HSBC Holdings PLC		1,513,630		14,303,441
ICICI Bank Ltd.		531,850		2,952,590
ING Groep NV(a)		578,830		7,478,286
Intesa Sanpaolo SpA		1,815,080		5,265,367
Itausa–Investimentos Itau SA (Preference Shares)		608,300		2,148,799
Mitsubishi UFJ Financial Group, Inc.		1,467,000		8,060,027
Shinhan Financial Group Co., Ltd.(a)		49,440		1,987,246
Societe Generale SA		222,092		9,294,587
Sumitomo Mitsui Financial Group, Inc.		153,800		5,560,286
UniCredit SpA		1,839,450		11,782,804
				97,764,438
DIVERSIFIED FINANCIAL SERVICES–3.0%
Challenger Ltd./Australia		750,652		3,965,345
Friends Life Group Ltd.		813,170		4,618,179
ORIX Corp.		942,300		11,856,763
				20,440,287
INSURANCE–4.0%
AIA Group Ltd.		1,074,400		5,905,215
Direct Line Insurance Group PLC		740,280		3,348,725
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen		72,040		14,345,857
Suncorp Group Ltd.		264,230		3,018,506
				26,618,303
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.0%
Aeon Mall Co., Ltd.(b)		203,100		3,599,129
China Overseas Land & Investment Ltd.		948,000		2,810,484
Lend Lease Group		355,270		4,731,794
Wharf Holdings Ltd. (The)		311,000		2,232,697
				13,374,104
THRIFTS & MORTGAGE FINANCE–0.4%
LIC Housing Finance Ltd.		382,250		2,627,404
				160,824,536
CONSUMER DISCRETIONARY–16.1%
AUTO COMPONENTS–7.0%
Aisin Seiki Co., Ltd.		200,300	$	7,196,463
Bridgestone Corp.		143,000		4,959,515
Cie Generale des Etablissements Michelin–Class B		95,132		8,587,249
GKN PLC		814,740		4,336,646
Plastic Omnium SA		132,470		3,594,951
Sumitomo Electric Industries Ltd.		608,600		7,600,972
Valeo SA		83,730		10,418,536
				46,694,332
AUTOMOBILES–4.7%
Bayerische Motoren Werke AG		42,820		4,621,056
Great Wall Motor Co., Ltd.–Class H		892,000		5,062,732
Honda Motor Co., Ltd.(b)		405,800		11,905,472
Renault SA		44,920		3,271,806
Tata Motors Ltd.		342,320		2,676,462
Volkswagen AG (Preference Shares)		17,850		3,967,258
				31,504,786
MEDIA–2.3%
Liberty Global PLC–Series C(a)		270,597		13,072,541
Smiles SA		110,700		1,917,740
				14,990,281
SPECIALTY RETAIL–1.7%
Kingfisher PLC		644,960		3,409,347
Shimamura Co., Ltd.(b)		38,300		3,305,172
Yamada Denki Co., Ltd.(b)		1,423,900		4,777,355
				11,491,874
TEXTILES, APPAREL & LUXURY GOODS–0.4%
Kering		14,000		2,690,388
				107,371,661
INDUSTRIALS–12.9%
AEROSPACE & DEFENSE–3.2%
Airbus Group NV		302,380		14,949,063
Safran SA		98,190		6,057,827
				21,006,890
AIR FREIGHT & LOGISTICS–0.6%
Royal Mail PLC		574,550		3,828,772
AIRLINES–2.8%
International Consolidated Airlines Group SA(a)		1,322,700		9,957,373
Japan Airlines Co., Ltd.		78,400		2,324,486
Qantas Airways Ltd.(a)		3,169,033		6,155,255
				18,437,114

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIAL CONGLOMERATES–2.2%
Bidvest Group Ltd. (The)		110,440	$	2,887,328
Hutchison Whampoa Ltd.		415,000		4,749,413
Toshiba Corp.(b)		1,731,000		7,300,143
				14,936,884
MACHINERY–1.1%
JTEKT Corp.		453,100		7,625,575
MARINE–1.4%
AP Moeller–Maersk A/S–Class B		1,556		3,094,806
Nippon Yusen KK		2,159,000		6,098,110
				9,192,916
ROAD & RAIL–1.1%
Central Japan Railway Co.		49,100		7,358,924
TRADING COMPANIES & DISTRIBUTORS–0.5%
Rexel SA		193,548		3,467,627
				85,854,702
HEALTH CARE–9.5%
BIOTECHNOLOGY–2.0%
Actelion Ltd. (REG)(a)		118,920		13,690,196
PHARMACEUTICALS–7.5%
Astellas Pharma, Inc.		566,100		7,881,301
GlaxoSmithKline PLC		832,320		17,856,259
Indivior PLC(a)		62,830		146,303
Roche Holding AG		67,960		18,413,231
Teva Pharmaceutical Industries Ltd.		99,990		5,731,910
				50,029,004
				63,719,200
TELECOMMUNICATION SERVICES–8.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.2%
Bezeq The Israeli Telecommunication Corp., Ltd.		1,378,693		2,445,547
Nippon Telegraph & Telephone Corp.		231,600		11,830,729
Telecom Italia SpA (savings shares)		8,264,350		6,909,362
Telenor ASA		168,030		3,399,014
Vivendi SA(a)		395,396		9,841,616
				34,426,268
WIRELESS TELECOMMUNICATION SERVICES–2.9%
China Mobile Ltd.		394,000		4,625,020
Turkcell Iletisim Hizmetleri AS(a)		432,090		2,636,824
Vodafone Group PLC		3,525,644		12,088,115
				19,349,959
				53,776,227
INFORMATION TECHNOLOGY–7.8%
IT SERVICES–0.6%
Cap Gemini SA		53,510	$	3,826,881
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.8%
Advanced Semiconductor Engineering, Inc.		2,956,000		3,510,626
ASM International NV		94,630		4,007,449
Infineon Technologies AG		278,598		2,948,083
Novatek Microelectronics Corp.		706,000		3,945,197
Sumco Corp.(b)		448,700		6,423,634
Tokyo Electron Ltd.		58,500		4,436,068
				25,271,057
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.4%
Asustek Computer, Inc.		394,000		4,298,934
Casetek Holdings Ltd.		671,000		3,778,391
Catcher Technology Co., Ltd.		746,000		5,760,936
Samsung Electronics Co., Ltd.		7,370		8,860,538
				22,698,799
				51,796,737
MATERIALS–7.2%
CHEMICALS–4.9%
Arkema SA(b)		82,521		5,457,676
BASF SE		22,660		1,900,741
Denki Kagaku Kogyo KK		970,000		3,552,697
Incitec Pivot Ltd.		1,221,580		3,159,883
JSR Corp.(b)		480,100		8,240,571
Koninklijke DSM NV		118,995		7,257,860
Mitsubishi Gas Chemical Co., Inc.(b)		607,000		3,046,469
				32,615,897
METALS & MINING–1.6%
Dowa Holdings Co., Ltd.		289,000		2,296,110
Rio Tinto PLC		135,440		6,243,386
Tata Steel Ltd.		299,700		1,886,532
				10,426,028
PAPER & FOREST PRODUCTS–0.7%
Mondi PLC		298,840		4,854,800
				47,896,725
ENERGY–6.9%
ENERGY EQUIPMENT & SERVICES–0.4%
Aker Solutions ASA(a)(c)		418,792		2,329,425
OIL, GAS & CONSUMABLE FUELS–6.5%
BG Group PLC		839,106		11,228,666
JX Holdings, Inc.(b)		2,446,000		9,518,867

9

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Petroleo Brasileiro SA (Sponsored ADR)		310,330	$	2,352,301
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		251,719		8,389,579
Total SA		233,300		11,952,425
				43,441,838
				45,771,263
CONSUMER STAPLES–3.9%
BEVERAGES–0.4%
Asahi Group Holdings Ltd.		92,600		2,864,794
FOOD & STAPLES RETAILING–1.5%
Koninklijke Ahold NV		583,905		10,377,660
HOUSEHOLD PRODUCTS–0.8%
Reckitt Benckiser Group PLC		62,830		5,088,849
TOBACCO–1.2%
Imperial Tobacco Group PLC		176,610		7,774,285
				26,105,588
UTILITIES–2.0%
ELECTRIC UTILITIES–2.0%
EDP–Energias de Portugal SA		843,990		3,272,690
Electricite de France SA		211,860		5,832,165
Enel SpA		952,320		4,244,981
				13,349,836
Total Common Stocks (cost $636,050,139)				656,466,475
Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.0%
TIME DEPOSIT–1.0%
State Street Time Deposit 0.01%, 1/02/15 (cost $6,306,044)	$	6,306	$	6,306,044
Total Investments Before Security Lending Collateral for Securities Loaned–99.5% (cost $642,356,183)				662,772,519
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.6%
INVESTMENT COMPANIES–1.6%
AB Exchange Reserves–Class I, 0.07%(d)(e) (cost $10,876,567)		10,876,567		10,876,567
TOTAL INVESTMENTS–101.1% (cost $653,232,750)				673,649,086
Other assets less liabilities–(1.1)%				(7,462,694	)
NET ASSETS–100.0%			$	666,186,392

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month	Original Value		Value at December 31, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		63	March 2015	$	2,283,664	$	2,388,385	$	104,721

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		USD	5,134		EUR	4,039		1/15/15	$	(245,974	)
Bank of America, NA		USD	13,922		SEK	100,505		1/15/15		(1,028,955	)
Barclays Bank PLC		HKD	105,613		USD	13,615		1/15/15		(3,721	)
Barclays Bank PLC		NOK	40,947		USD	5,955		1/15/15		462,134
Barclays Bank PLC		USD	6,935		SEK	51,296		1/15/15		(354,778	)
BNP Paribas SA		EUR	8,740		USD	11,080		1/15/15		502,583
BNP Paribas SA		GBP	17,855		USD	28,761		1/15/15		933,928

10

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA		USD	17,659		AUD	20,453		1/15/15	$	(973,081	)
BNP Paribas SA		USD	2,299		JPY	247,466		1/15/15		(232,412	)
BNP Paribas SA		USD	1,790		RUB	79,782		1/15/15		(474,985	)
Citibank		CHF	3,845		USD	4,056		1/15/15		188,008
Citibank		GBP	7,511		USD	11,858		1/15/15		151,795
Citibank		NOK	28,019		USD	4,225		1/15/15		466,491
Credit Suisse International		RUB	79,782		USD	1,946		1/15/15		630,448
Credit Suisse International		USD	25,525		GBP	15,743		1/15/15		(990,164	)
Deutsche Bank AG		GBP	1,721		USD	2,776		1/15/15		93,952
Goldman Sachs Bank USA		BRL	11,687		USD	4,400		1/05/15		3,310
Goldman Sachs Bank USA		USD	4,402		BRL	11,687		1/05/15		(5,299	)
Goldman Sachs Bank USA		JPY	4,541,400		USD	39,753		1/15/15		1,835,836
Goldman Sachs Bank USA		KRW	7,237,597		USD	6,701		1/15/15		109,075
Goldman Sachs Bank USA		USD	18,495		AUD	21,131		1/15/15		(1,255,913	)
Goldman Sachs Bank USA		BRL	11,687		USD	4,364		2/03/15		1,810
HSBC Bank USA		USD	10,980		GBP	6,842		1/15/15		(317,240	)
JPMorgan Chase Bank		BRL	11,687		USD	4,589		1/05/15		192,762
JPMorgan Chase Bank		USD	4,400		BRL	11,687		1/05/15		(3,310	)
Morgan Stanley & Co., Inc.		USD	4,612		EUR	3,678		1/15/15		(160,893	)
Royal Bank of Scotland PLC		EUR	12,303		USD	15,460		1/15/15		571,398
Royal Bank of Scotland PLC		USD	22,516		CHF	21,591		1/15/15		(796,312	)
Royal Bank of Scotland PLC		USD	16,097		NZD	20,579		1/15/15		(58,853	)
Standard Chartered Bank		CNY	83,838		USD	13,623		1/15/15		76,337
Standard Chartered Bank		JPY	2,170,455		USD	20,000		1/15/15		1,878,178
Standard Chartered Bank		KRW	2,651,814		USD	2,527		1/15/15		111,549
Standard Chartered Bank		USD	1,382		CNY	8,513		1/15/15		(6,741	)
Standard Chartered Bank		USD	1,636		HKD	12,689		1/15/15		(182	)
State Street Bank & Trust Co.		USD	4,706		CHF	4,496		1/15/15		(183,169	)
State Street Bank & Trust Co.		USD	1,804		EUR	1,411		1/15/15		(96,769	)
State Street Bank & Trust Co.		USD	1,245		HKD	9,650		1/15/15		(240	)
State Street Bank & Trust Co.		USD	4,311		NOK	28,019		1/15/15		(552,785	)
UBS AG		EUR	6,566		USD	8,511		1/15/15		565,010
UBS AG		USD	6,761		CHF	6,416		1/15/15		(306,732	)
UBS AG		USD	2,260		NZD	2,929		1/15/15		22,671
									$	748,767

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2014, the market value of this security amounted to $2,329,425 or 0.4% of net assets.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

11

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

REG—Registered Shares

See notes to financial statements.

12

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $642,356,183)	$	662,772,519	(a)
Affiliated issuers (cost $10,876,567—investment of cash collateral for securities loaned)		10,876,567
Due from broker		244,804	(b)
Foreign currencies, at value (cost $2,049,922)		1,951,113
Unrealized appreciation on forward currency exchange contracts		8,797,275
Dividends and interest receivable		2,660,430
Receivable for investment securities sold and foreign currency transactions		492,305
Receivable for capital stock sold		10,268
Total assets		687,805,281
LIABILITIES
Payable for collateral received on securities loaned		10,876,567
Unrealized depreciation on forward currency exchange contracts		8,048,508
Payable for investment securities purchased and foreign currency transactions		1,486,052
Advisory fee payable		432,815
Payable for capital stock redeemed		394,855
Distribution fee payable		133,391
Administrative fee payable		12,310
Payable for variation margin on exchange-traded derivatives		485
Transfer Agent fee payable		112
Accrued expenses		233,794
Total liabilities		21,618,889
NET ASSETS	$	666,186,392
COMPOSITION OF NET ASSETS
Capital stock, at par	$	49,654
Additional paid-in capital		1,677,427,739
Distributions in excess of net investment income		(1,807,034	)
Accumulated net realized loss on investment and foreign currency transactions		(1,030,514,328	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		21,030,361
	$	666,186,392

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	50,504,177		3,734,026	$	13.53
B	$	615,682,215		45,920,245	$	13.41

(a) Includes securities on loan with a value of $10,626,840 (see Note E).

(b) Represents amounts on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

13

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $2,048,808)	$	30,340,128
Affiliated issuers		12,147
Interest		20
Securities lending income		509,557
		30,861,852
EXPENSES
Advisory fee (see Note B)		5,571,673
Distribution fee—Class B		1,719,739
Transfer agency—Class A		588
Transfer agency—Class B		7,328
Custodian		251,356
Printing		239,639
Audit and tax		62,263
Legal		56,357
Administrative		49,439
Directors’ fees		4,503
Miscellaneous		35,854
Total expenses		7,998,739
Net investment income		22,863,113
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		69,377,466	(a)
Futures		120,298
Foreign currency transactions		(1,513,673	)
Net change in unrealized appreciation/depreciation of:
Investments		(134,414,673	)
Futures		(18,253	)
Foreign currency denominated assets and liabilities		(1,952,142	)
Net loss on investment and foreign currency transactions		(68,400,977	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(45,537,864	)

(a) Net of foreign capital gains taxes of $86,516.

See notes to financial statements.

14

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	22,863,113		$	20,322,182
Net realized gain on investment and foreign currency transactions		67,984,091			104,857,249
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(136,385,068	)		67,180,778
Net increase (decrease) in net assets from operations		(45,537,864	)		192,360,209
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,959,658	)		(3,119,249	)
Class B		(22,620,339	)		(48,329,623	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(65,935,109	)		(444,999,837	)
Total decrease		(136,052,970	)		(304,088,500	)
NET ASSETS
Beginning of period		802,239,362			1,106,327,862
End of period (including distributions in excess of net investment income of ($1,807,034) and undistributed net investment income of $1,508,872, respectively)	$	666,186,392		$	802,239,362

See notes to financial statements.

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

16

AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stock:

Financials

$

2,148,799

$

158,675,737

$

–0

–

$

160,824,536

Consumer Discretionary

14,990,281

92,381,380

–0

–

107,371,661

Industrials

–0

–

85,854,702

–0

–

85,854,702

Health Care

146,303

63,572,897

–0

–

63,719,200

Telecommunication Services

–0

–

53,776,227

–0

–

53,776,227

Information Technology

–0

–

51,796,737

–0

–

51,796,737

Materials

–0

–

47,896,725

–0

–

47,896,725

Energy

2,352,301

43,418,962

–0

–

45,771,263

Consumer Staples

–0

–

26,105,588

–0

–

26,105,588

Utilities

–0

–

13,349,836

–0

–

13,349,836

Short-Term Investments

–0

–

6,306,044

–0

–

6,306,044

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

10,876,567

–0

–

–0

–

10,876,567

Total Investments in Securities

30,514,251

643,134,835

+

–0

–

673,649,086

Other Financial Instruments*:

Assets:

Futures

–0

–

104,721

–0

–

104,721

#

Forward Currency Exchange Contracts

–0

–

8,797,275

–0

–

8,797,275

Liabilities:

Forward Currency Exchange Contracts

–0

–

(8,048,508

)

–0

–

(8,048,508

)

Total^

$

30,514,251

$

643,988,323

$

–0

–

$

674,502,574

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

17

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

18

AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2014, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $49,439.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $985,467, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

19

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	467,224,629	$	534,989,445

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

Cost	$	656,722,941
Gross unrealized appreciation		58,567,841
Gross unrealized depreciation		(41,641,696	)
Net unrealized appreciation	$	16,926,145

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended December 31, 2014, the Portfolio held futures for non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized

20

AllianceBernstein Variable Products Series Fund

appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended December 31, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At December 31, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	104,721	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		8,797,275		Unrealized depreciation on forward currency exchange contracts	$	8,048,508
Total		$	8,901,996			$	8,048,508

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the year ended December 31, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	120,298		$	(18,253	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(900,170	)		(1,587,063	)
Total		$	(779,872	)	$	(1,605,316	)

21

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the year ended December 31, 2014:

Futures:
Average original value of buy contracts	$	2,579,722
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	210,871,759
Average principal amount of sale contracts	$	216,586,599

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of December 31, 2014:

Counterparty

Derivative Assets Subject  to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Barclays Bank PLC

$

462,134

$

(358,499

)

$

–0

–

$

–0

–

$

103,635

BNP Paribas SA

1,436,511

(1,436,511

)

–0

–

–0

–

–0

–

Citibank

806,294

–0

–

–0

–

–0

–

806,294

Credit Suisse International

630,448

(630,448

)

–0

–

–0

–

–0

–

Deutsche Bank AG

93,952

–0

–

–0

–

–0

–

93,952

Goldman Sachs Bank USA

1,950,031

(1,261,212

)

–0

–

–0

–

688,819

JPMorgan Chase Bank

192,762

(3,310

)

–0

–

–0

–

189,452

Royal Bank of Scotland PLC

571,398

(571,398

)

–0

–

–0

–

–0

–

Standard Chartered Bank

2,066,064

(6,923

)

–0

–

–0

–

2,059,141

UBS AG

587,681

(306,732

)

–0

–

–0

–

280,949

Total

$

8,797,275

$

(4,575,033

)

$

–0

–

$

–0

–

$

4,222,242

^

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged

Net Amount of Derivatives Liabilities

Exchange-Traded Derivatives:

Goldman Sachs & Co**

$

485

$

–0

–

$

(485

)

$

–0

–

$

–0

–

Total

$

485

$

–0

–

$

(485

)

$

–0

–

$

–0

–

OTC Derivatives:

Bank of America, NA

$

1,274,929

$

–0

–

$

–0

–

$

–0

–

$

1,274,929

Barclays Bank PLC

358,499

(358,499

)

–0

–

–0

–

–0

–

BNP Paribas SA

1,680,478

(1,436,511

)

–0

–

–0

–

243,967

Credit Suisse International

990,164

(630,448

)

–0

–

–0

–

359,716

Goldman Sachs Bank USA

1,261,212

(1,261,212

)

–0

–

–0

–

–0

–

HSBC Bank USA

317,240

–0

–

–0

–

–0

–

317,240

JPMorgan Chase Bank

3,310

(3,310

)

–0

–

–0

–

–0

–

Morgan Stanley & Co., Inc.

160,893

–0

–

–0

–

–0

–

160,893

Royal Bank of Scotland PLC

855,165

(571,398

)

–0

–

–0

–

283,767

Standard Chartered Bank

6,923

(6,923

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

832,963

–0

–

–0

–

–0

–

832,963

UBS AG

306,732

(306,732

)

–0

–

–0

–

–0

–

Total

$

8,048,508

$

(4,575,033

)

$

–0

–

$

–0

–

$

3,473,475

^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at December 31, 2014.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

22

AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $10,626,840 and had received cash collateral which has been invested into AB Exchange Reserves of $10,876,567. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $509,557 and $12,147 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	9,971	$	336,596	$	335,690	$	10,877

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		371,734			704,487		$	5,495,507		$	10,092,196
Shares issued in reinvestment of dividends		140,849			219,705			1,959,658			3,119,249
Shares redeemed		(697,255	)		(711,972	)		(10,349,606	)		(9,889,977	)
Net increase (decrease)		(184,672	)		212,220		$	(2,894,441	)	$	3,321,468

23

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class B
Shares sold		3,108,865			1,604,342		$	45,153,950		$	21,719,600
Shares issued in reinvestment of dividends		1,636,841			3,444,995			22,620,339			48,329,623
Shares redeemed		(8,876,905	)		(37,407,549	)		(130,814,957	)		(518,370,528	)
Net decrease		(4,131,199	)		(32,358,212	)	$	(63,040,668	)	$	(448,321,305	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	24,579,997	$	51,448,872
Total taxable distributions paid	$	24,579,997	$	51,448,872

24

AllianceBernstein Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,472,199
Accumulated capital and other losses		(1,029,442,451	)(a)
Unrealized appreciation/(depreciation)		16,679,251	(b)
Total accumulated earnings/(deficit)	$	(1,011,291,001	)

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $1,029,442,451. During the fiscal year, the Portfolio utilized $69,211,043 of capital loss carryforwards to offset current year net realized gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of passive foreign investment companies (PFICs).

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $1,029,442,451 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  41,335,504	n/a	2016
917,130,062	n/a	2017
50,169,345	n/a	2018
20,807,540	$0	no expiration

During the current fiscal year, permanent differences primarily due to reclassifications of foreign currency and foreign capital gains tax, and the tax treatment of passive foreign investment companies (PFICs) resulted in a net increase in distributions in excess of net investment income, and a net decrease in accumulated net realized loss on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

25

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$14.99			$12.96			$11.50			$14.90			$14.70
Income From Investment Operations
Net investment income (a)		.48			.33			.36			.36			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(1.40	)		2.59			1.31			(3.19	)		.39	†
Net increase (decrease) in net asset value from operations		(.92	)		2.92			1.67			(2.83	)		.66
Less: Dividends and Distributions
Dividends from net investment income		(.54	)		(.89	)		(.21	)		(.56	)		(.46	)
Tax return of capital		–0	–		–0	–		–0	–		(.01	)		–0	–
Total dividends and distributions		(.54	)		(.89	)		(.21	)		(.57	)		(.46	)
Net asset value, end of period		$13.53			$14.99			$12.96			$11.50			$14.90
Total Return
Total investment return based on net asset value (b)		(6.21	)%		23.00	%		14.53	%		(19.25	)%		4.59	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$50,504			$58,723			$48,029			$62,003			$104,274
Ratio to average net assets of:
Expenses		.85	%		.82	%		.81	%		.82	%		.85	%+
Net investment income		3.25	%		2.33	%		2.97	%		2.55	%		1.94	%+
Portfolio turnover rate		64	%		59	%		41	%		62	%		52	%

See footnote summary on page 27.

26

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$14.86			$12.84			$11.40			$14.77			$14.54
Income From Investment Operations
Net investment income (a)		.45			.30			.32			.31			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(1.40	)		2.56			1.29			(3.14	)		.38	†
Net increase (decrease) in net asset value from operations		(.95	)		2.86			1.61			(2.83	)		.62
Less: Dividends and Distributions
Dividends from net investment income		(.50	)		(.84	)		(.17	)		(.53	)		(.39	)
Tax return of capital		–0	–		–0	–		–0	–		(.01	)		–0	–
Total dividends and distributions		(.50	)		(.84	)		(.17	)		(.54	)		(.39	)
Net asset value, end of period		$13.41			$14.86			$12.84			$11.40			$14.77
Total Return
Total investment return based on net asset value (b)		(6.46	)%		22.73	%		14.19	%		(19.44	)%		4.30	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$616			$744			$1,058			$1,033			$1,326
Ratio to average net assets of:
Expenses		1.10	%		1.07	%		1.06	%		1.07	%		1.10	%+
Net investment income		3.06	%		2.20	%		2.70	%		2.23	%		1.73	%+
Portfolio turnover rate.		64	%		59	%		41	%		62	%		52	%

(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.

† Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

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

See notes to financial statements.

27

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein International Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein International Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein International Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

28

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Portfolio for the taxable year ended December 31, 2014.

The Portfolio intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended December 31, 2014, $1,037,012 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $18,170,161.

29

INTERNATIONAL VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Robert M. Keith, President and Chief Executive Officer
Michael J. Downey(1)	Garry L. Moody(1)
William H. Foulk, Jr.(1)	Earl D. Weiner(1)
D. James Guzy(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Takeo Aso(2), Vice President Avi Lavi(2), Vice President Kevin F. Simms(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the International Value Senior Investment Management Team. Mr. Takeo Aso, Mr. Avi Lavi and Mr. Kevin F. Simms are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

30

INTERNATIONAL VALUE PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		116	None

31

INTERNATIONAL VALUE PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

32

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

33

INTERNATIONAL VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Takeo Aso 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Avi Lavi 48	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Kevin F. Simms 48	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

34

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Value Portfolio (the “Portfolio”)² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees”.³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
International Value Portfolio	International	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	776.9

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

35

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,155 (0.006% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
International Value Portfolio	Class A    1.20%		0.82%	December 31
	Class B    1.45%		1.07%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

36

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Value Portfolio	$	776.9	International Value Schedule		0.426	%		0.750	%
			0.80% on first $25m
			0.60% on the next $25m
			0.50% on the next $50m
			0.40% on the balance
			Minimum account size $25m

The Adviser also manages AllianceBernstein Trust, Inc.—International Value Fund (“International Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
International Value Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion		0.875%		0.750%
		0.800% on next $2 billion
		0.750% on next $2 billion
		0.650% thereafter
		The Adviser is waving 5 basis points in advisory fees effective through October 31, 2014.

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2014 net assets.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

37

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
International Value Portfolio	Client #18	0.60% on first $1 billion		0.600%		0.750%
		0.55% on next $ 500 million
		0.50% on next $ 500 million
		0.45% on next $ 500 million
		0.40% on the balance

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

8 The client is an affiliate of the Adviser.

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

12 The Portfolio’s EG includes the Portfolio, four other VIP International Value funds (“IFVE”), four VIP International Growth funds (“IFGE”) and two VIP International Core funds (“IFCE”).

38

AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee13		Lipper EG Median (%)		Lipper EG Rank
International Value Portfolio		0.750		0.807		5/11

Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁴ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁵

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)16		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Value Portfolio		0.823		0.887		3/11		0.897		6/22

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $2,181,857 in Rule 12b-1 fees.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

16 Most recently completed fiscal year end Class A total expense ratio.

39

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $5,353,827 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁷

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

40

AllianceBernstein Variable Products Series Fund

discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2014.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Value Portfolio
1 year		21.82		21.82		22.06		3/5		13/23
3 year		2.61		6.68		6.68		4/5		18/21
5 year		15.86		18.59		17.63		4/4		16/19
10 year		4.45		4.45		5.68		1/1		9/9

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Value Portfolio		21.82		2.62		15.86		4.45		6.22		21.51		0.24		10
MSCI EAFE Index (Net)		19.28		6.63		17.60		6.66		5.36		18.18		0.36		10
Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

21 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

22 The Portfolio’s PG/PU is not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

23 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

41

VPS-IV-0151-1214

DEC^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ LARGE CAP GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Large Cap Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in the equity securities of a limited number of large, carefully selected, high-quality U.S. companies. The Portfolio invests primarily in the domestic equity securities of companies selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential within various market sectors. The Portfolio emphasizes investments in large, seasoned companies. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in common stocks of large-capitalization companies.

The Adviser expects that normally the Portfolio will tend to emphasize investments in securities issued by U.S. companies, although it may invest in foreign securities. The Adviser’s research focus is on companies with high sustainable growth prospects, high or improving return on invested capital, transparent business models, and strong and lasting competitive advantages.

The Portfolio may, at times, invest in shares of exchange-traded funds, or ETFs, in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

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

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Growth Index, in addition to the broad market as measured by the Standard & Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the benchmark for the annual reporting period. Security selection was responsible for most of the premium, though sector allocation also contributed. Stock selection in the health care and consumer-driven sectors boosted relative performance. Stock selection in industrials and financials offset some of the gains.

The Portfolio did not utilize derivatives during the annual reporting period.

MARKET REVIEW AND INVESTMENT STRATEGY

U.S. equity markets advanced for much of 2014 as a brightening U.S. economic outlook boosted risk appetites. Six years after the collapse of the global financial markets, investors grew increasingly confident that the U.S. economy was strengthening, buoyed by encouraging domestic data, strong corporate earnings and a slew of mergers and acquisitions activity. Though the U.S. Federal Reserve (the “Fed”) ended its quantitative easing program in October after gradually reducing its monthly government bond purchases during the course of the year, investors remained upbeat about U.S. stocks, as the Fed’s repeated commitment to its ultralow interest rate policy until at least mid-2015 allayed market anxiety about a premature end to the central bank’s stimulus campaign.

The Large Cap Growth Team follows a bottom-up stock picking methodology that seeks to identify companies that meet the Portfolio’s investment criteria of healthy balance sheets, competitive advantages, strong cash-flow generation, transparent business models and sustainable growth. The Portfolio is conservatively positioned amid the current uncertainty in the global macro environment.

1

LARGE CAP GROWTH PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

Neither the unmanaged Russell 1000^® Growth Index nor the unmanaged S&P 500^® Index reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Growth Index represents the performance of 1,000 large-cap growth companies within the U.S. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s, net asset value, (“NAV”).

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.

Derivatives Risk: Investments in 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.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

LARGE CAP GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Large Cap Growth Portfolio Class A†		14.14%		14.26%		7.76%
Large Cap Growth Portfolio Class B†		13.84%		13.98%		7.48%
Russell 1000 Growth Index		13.05%		15.81%		8.49%
S&P 500 Index		13.69%		15.45%		7.67%
*    Average annual returns. †   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.02%. Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved through favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.85% and 1.10% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

LARGE CAP GROWTH PORTFOLIO CLASS A GROWTH OF A $10,000 INVESTMENT (unaudited)

12/31/04 – 12/31/14

This chart illustrates the total value of an assumed $10,000 investment in Large Cap Growth Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Growth Index, and the broad market, as represented by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

LARGE CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,092.10	$	4.32		0.82	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.07	$	4.18		0.82	%
Class B
Actual	$	1,000	$	1,090.70	$	5.64		1.07	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.81	$	5.45		1.07	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	25,055,598		5.9	%
Visa, Inc.—Class A		16,112,190		3.8
Google, Inc.		15,725,867		3.7
CVS Health Corp.		15,439,841		3.6
Allergan, Inc./United States		15,099,417		3.5
Monster Beverage Corp.		12,560,582		2.9
Comcast Corp.—Class A		12,286,518		2.9
UnitedHealth Group, Inc.		12,082,378		2.8
Gilead Sciences, Inc.		11,711,805		2.8
Priceline Group, Inc. (The)		11,538,925		2.7
	$	147,613,121		34.6	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	91,664,197		21.2	%
Consumer Discretionary		85,639,774		19.8
Health Care		72,976,167		16.9
Consumer Staples		47,261,406		10.9
Producer Durables		44,607,308		10.3
Financial Services		35,040,655		8.1
Energy		12,562,808		2.9
Materials & Processing		6,299,863		1.5
Short-Term Investments		36,183,440		8.4
Total Investments	$	432,235,618		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on Russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–92.7%
TECHNOLOGY–21.5%
COMPUTER SERVICES, SOFTWARE & SYSTEMS–11.8%
ANSYS, Inc.(a)		92,692	$	7,600,744
Aspen Technology, Inc.(a)		73,341		2,568,402
F5 Networks, Inc.(a)		25,860		3,373,825
Facebook, Inc.–Class A(a)		146,909		11,461,840
Google, Inc.–Class A(a)		14,750		7,827,235
Google, Inc.–Class C(a)		15,005		7,898,632
LinkedIn Corp.–Class A(a)		13,850		3,181,483
NetSuite, Inc.(a)		28,429		3,103,594
ServiceNow, Inc.(a)		47,320		3,210,662
				50,226,417
COMPUTER TECHNOLOGY–5.9%
Apple, Inc.		226,994		25,055,598
ELECTRONIC COMPONENTS–1.2%
Amphenol Corp.–Class A		97,254		5,233,238
SEMICONDUCTORS & COMPONENT–2.6%
Altera Corp.		103,750		3,832,525
Linear Technology Corp.		76,386		3,483,202
NXP Semiconductors NV(a)		50,173		3,833,217
				11,148,944
				91,664,197
CONSUMER DISCRETIONARY–20.0%
AUTO PARTS–0.3%
Mobileye NV(a)		36,820		1,493,419
CABLE TELEVISION SERVICES–2.9%
Comcast Corp.–Class A		211,800		12,286,518
COSMETICS–0.6%
Estee Lauder Cos., Inc. (The)–Class A		33,490		2,551,938
DIVERSIFIED RETAIL–1.7%
Costco Wholesale Corp.		51,310		7,273,192
ENTERTAINMENT–1.8%
Walt Disney Co. (The)		80,640		7,595,482
LEISURE TIME–2.7%
Priceline Group, Inc. (The)(a)		10,120		11,538,925
RECREATIONAL VEHICLES & BOATS–1.4%
Polaris Industries, Inc.		40,120		6,067,749
RESTAURANTS–2.4%
Starbucks Corp.		122,395		10,042,510
SPECIALTY RETAIL–4.3%
Home Depot, Inc. (The)		105,410		11,064,888
O’Reilly Automotive, Inc.(a)		17,390		3,349,662
Ulta Salon Cosmetics & Fragrance, Inc.(a)		31,980	$	4,088,323
				18,502,873
TEXTILES, APPAREL & SHOES–1.9%
NIKE, Inc.–Class B		86,190		8,287,168
				85,639,774
HEALTH CARE–17.1%
BIOTECHNOLOGY–2.7%
Biogen Idec, Inc.(a)		33,745		11,454,740
HEALTH CARE MANAGEMENT SERVICES–2.8%
UnitedHealth Group, Inc.		119,521		12,082,378
HEALTH CARE SERVICES–1.5%
McKesson Corp.		17,290		3,589,058
Premier, Inc.–Class A(a)		80,246		2,690,649
				6,279,707
HEALTH CARE: MISC–1.2%
Quintiles Transnational Holdings, Inc.(a)		87,838		5,171,023
MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–0.6%
Align Technology, Inc.(a)		43,214		2,416,095
MEDICAL EQUIPMENT–2.0%
Illumina, Inc.(a)		3,305		610,037
Intuitive Surgical, Inc.(a)		15,410		8,150,965
				8,761,002
PHARMACEUTICALS–6.3%
Allergan, Inc./United States		71,026		15,099,417
Gilead Sciences, Inc.(a)		124,250		11,711,805
				26,811,222
				72,976,167
CONSUMER STAPLES–11.1%
BEVERAGE: SOFT DRINKS–3.5%
Keurig Green Mountain, Inc.		17,840		2,361,927
Monster Beverage Corp.(a)		115,926		12,560,582
				14,922,509
DRUG & GROCERY STORE CHAINS–3.6%
CVS Health Corp.		160,314		15,439,841
FOODS–1.3%
Mead Johnson Nutrition Co.–Class A		53,660		5,394,976
TOBACCO–2.7%
Philip Morris International, Inc.		141,241		11,504,080
				47,261,406

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
PRODUCER DURABLES–10.4%
AEROSPACE–1.7%
Boeing Co. (The)		44,740	$	5,815,305
Rockwell Collins, Inc.		17,034		1,439,033
				7,254,338
DIVERSIFIED MANUFACTURING OPERATIONS–2.7%
Danaher Corp.		133,642		11,454,456
RAILROAD EQUIPMENT–1.6%
Wabtec Corp./DE		77,560		6,739,188
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–1.6%
Pall Corp.		68,940		6,977,417
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.4%
AMETEK, Inc.		113,181		5,956,716
SCIENTIFIC INSTRUMENTS: GAUGES & METERS–0.9%
Mettler-Toledo International, Inc.(a)		12,985		3,927,443
TRUCKERS–0.5%
JB Hunt Transport Services, Inc.		27,273		2,297,750
				44,607,308
FINANCIAL SERVICES–8.2%
ASSET MANAGEMENT & CUSTODIAN–2.9%
Affiliated Managers Group, Inc.(a)		27,731		5,885,628
BlackRock, Inc.–Class A		17,900		6,400,324
				12,285,952
FINANCIAL DATA & SYSTEMS–3.8%
Visa, Inc.–Class A		61,450		16,112,190
SECURITIES BROKERAGE & SERVICES–1.5%
Intercontinental Exchange, Inc.		30,291		6,642,513
				35,040,655
ENERGY–2.9%
OIL WELL EQUIPMENT & SERVICES–2.9%
FMC Technologies, Inc.(a)		110,780		5,188,935
Schlumberger Ltd.		86,335		7,373,873
				12,562,808
MATERIALS & PROCESSING–1.5%
FERTILIZERS–0.7%
Monsanto Co.		25,073		2,995,471
METAL FABRICATING–0.8%
Precision Castparts Corp.		13,718	$	3,304,392
				6,299,863
Total Common Stocks (cost $296,418,930)				396,052,178
	Principal Amount (000)
SHORT-TERM INVESTMENTS–8.5%
TIME DEPOSIT–8.5%
State Street Time Deposit 0.01%, 1/02/15 (Cost $36,183,440)	$	36,183		36,183,440
TOTAL INVESTMENTS–101.2% (cost $332,602,370)				432,235,618
Other assets less liabilities–(1.2)%				(5,163,868	)
NET ASSETS–100.0%			$	427,071,750

(a) Non-income producing security.

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Unaffiliated issuers (cost $332,602,370)	$	432,235,618
Dividends and interest receivable		347,104
Receivable for capital stock sold		95,222
Total assets		432,677,944
LIABILITIES
Payable for investment securities purchased		4,831,485
Payable for capital stock redeemed		329,845
Advisory fee payable		272,608
Distribution fee payable		50,663
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		109,171
Total liabilities		5,606,194
NET ASSETS	$	427,071,750
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,894
Additional paid-in capital		287,573,060
Accumulated net realized gain on investment transactions		39,856,548
Net unrealized appreciation on investments		99,633,248
	$	427,071,750

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	189,619,754		3,883,331	$	48.83
B	$	237,451,996		5,011,155	$	47.38

See notes to financial statements.

8

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	3,582,737
Affiliated issuers		577
Interest		2,730
Securities lending income		6,831
		3,592,875
EXPENSES
Advisory fee (see Note B)		3,096,216
Distribution fee—Class B		571,201
Transfer agency—Class A		4,884
Transfer agency—Class B		6,040
Custodian		116,519
Printing		60,565
Administrative		48,204
Legal		42,638
Audit and tax		41,087
Directors’ fees		4,503
Miscellaneous		15,799
Total expenses		4,007,656
Net investment loss		(414,781	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		69,922,926
Net change in unrealized appreciation/depreciation of investments		(15,610,530	)
Net gain on investment transactions		54,312,396
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	53,897,615

See notes to financial statements.

9

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December  31, 2014			Year Ended December  31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(414,781	)	$	(951,019	)
Net realized gain on investment transactions		69,922,926			40,515,361
Net change in unrealized appreciation/depreciation of investments		(15,610,530	)		81,506,094
Net increase in net assets from operations		53,897,615			121,070,436
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(127,070	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(47,664,357	)		(51,226,644	)
Total increase		6,233,258			69,716,722
NET ASSETS
Beginning of period		420,838,492			351,121,770
End of period (including accumulated net investment loss of ($0) and distributions in excess of net investment income of $0, respectively)	$	427,071,750		$	420,838,492

See notes to financial statements.

10

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

396,052,178

$

–0

–

$

–0

–

$

396,052,178

Short-Term Investments

–0

–

36,183,440

–0

–

36,183,440

Total Investments in Securities

396,052,178

36,183,440

–0

–

432,235,618

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

396,052,178

$

36,183,440

$

–0

–

$

432,235,618

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

12

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,204.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $214,811, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	252,671,350	$	303,368,104

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	333,000,781
Gross unrealized appreciation		101,714,951
Gross unrealized depreciation		(2,480,114	)
Net unrealized appreciation	$	99,234,837

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

14

AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of December 31, 2014, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $6,831 and $577 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	3,737	$	19,163	$	22,900	$	0

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		111,041			99,625		$	5,139,702		$	3,596,763
Shares issued in reinvestment of dividends		–0	–		3,499			–0	–		127,070
Shares redeemed		(680,255	)		(791,125	)		(30,222,644	)		(28,666,154	)
Net decrease		(569,214	)		(688,001	)	$	(25,082,942	)	$	(24,942,321	)
Class B
Shares sold		414,540			257,016		$	18,012,375		$	9,095,751
Shares redeemed		(937,930	)		(1,007,058	)		(40,593,790	)		(35,380,074	)
Net decrease		(523,390	)		(750,042	)	$	(22,581,415	)	$	(26,284,323	)

15

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	127,070
Total taxable distributions paid	$	–0	–	$	127,070

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	40,254,959
Accumulated capital and other losses		–0	–(a)
Unrealized appreciation/(depreciation)		99,234,837	(b)
Total accumulated earnings/(deficit)	$	139,489,796

(a) During the fiscal year ended December 31, 2014, the Portfolio utilized $29,472,855 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

16

AllianceBernstein Variable Products Series Fund

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the tax treatment of partnership investments and the disallowance of a net operating loss resulted in a net decrease in accumulated net investment loss, a net decrease in accumulated net realized gain on investment transactions, and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

17

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$42.78			$31.17			$26.86			$27.79			$25.36
Income From Investment Operations
Net investment income (loss) (a)		.02			(.04	)		.05			.09			.07
Net realized and unrealized gain (loss) on investment transactions		6.03			11.68			4.35			(.93	)		2.48
Net increase (decrease) in net asset value from operations		6.05			11.64			4.40			(.84	)		2.55
Less: Dividends
Dividends from net investment income		–0	–		(.03	)		(.09	)		(.09	)		(.12	)
Net asset value, end of period		$48.83			$42.78			$31.17			$26.86			$27.79
Total Return
Total investment return based on net asset value (b)*		14.14	%		37.35	%		16.39	%		(3.04	)%		10.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$189,620			$190,488			$160,226			$166,654			$200,977
Ratio to average net assets of:
Expenses		.83	%		.85	%		.86	%		.84	%		.85	%+
Net investment income (loss)		.04	%		(.11	)%		.18	%		.33	%		.29	%+
Portfolio turnover rate		65	%		60	%		94	%		89	%		105	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$41.62			$30.38			$26.17			$27.08			$24.72
Income From Investment Operations
Net investment income (loss) (a)		(.09	)		(.13	)		(.02	)		.02			.01
Net realized and unrealized gain (loss) on investment transactions		5.85			11.37			4.24			(.91	)		2.42
Net increase (decrease) in net asset value from operations		5.76			11.24			4.22			(.89	)		2.43
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.01	)		(.02	)		(.07	)
Net asset value, end of period		$47.38			$41.62			$30.38			$26.17			$27.08
Total Return
Total investment return based on net asset value (b)*		13.84	%		37.00	%		16.12	%		(3.27	)%		9.83	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$237,452			$230,350			$190,896			$194,729			$223,520
Ratio to average net assets of:
Expenses		1.08	%		1.10	%		1.11	%		1.09	%		1.10	%+
Net investment income (loss)		(.21	)%		(.36	)%		(.07	)%		.08	%		.04	%+
Portfolio turnover rate		65	%		60	%		94	%		89	%		105	%

(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.

* 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, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.02%, 0.10%, 0.95%, 0.46% and 0.58%, respectively.

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

See notes to financial statements.

19

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Large Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Large Cap Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Large Cap Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

20

LARGE CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1)
	Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Frank V. Caruso(2),Vice President Vincent C. DuPont(2) , Vice President John H. Fogarty(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the U.S. Large Cap Growth Investment Team. Mr. Frank V. Caruso, Mr. Vincent C. DuPont and Mr. John H. Fogarty are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

21

LARGE CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

22

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011

23

LARGE CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

25

LARGE CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Frank V. Caruso 58	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Vincent C. DuPont 52	Vice President	Senior Vice President of the Adviser**, with which he was associated since prior to 2010.
John H. Fogarty 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

26

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Large Cap Growth Portfolio	Growth	0.75% on first $2.5 billion	$407.2
		0.65% on next $2.5 billion
		0.60% on the balance

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

27

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,101 (0.014% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Large Cap Growth Portfolio	C lass A    0.85%	December 31
	Class B    1.10%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

28

AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$407.2	Large Cap Growth Schedule 0.80% on first $25m		0.330	%		0.750	%
		0.50% on the next $25m
		0.40% on the next $50m
		0.30% on the next $100m
		0.25% on the balance
		Minimum account size $25m

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc. (“Large Cap Growth Fund, Inc.), retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Large Cap Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Growth Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

Fund	Fee7
American Growth Portfolio
Class A		1.50	%
Class I (Institutional)		0.70	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2014 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	Client #1	0.35% on the first $50 million		0.275		0.750
		0.30% on the next $100 million 0.25% on the balance

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

29

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.⁹,¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11	Lipper EG Median (%)	Lipper EG Rank
Large Cap Growth Portfolio	0.750	0.747		8/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13	Lipper EG Median (%)	Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Large Cap Growth Portfolio	0.847	0.797		11/13		0.789		46/66

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

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AllianceBernstein Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI, an affiliate of the Adviser, received $517,869 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $1,194,047 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

31

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.¹⁵,¹⁶ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)	PG Median (%)	PU Median (%)		PG Rank		PU Rank
Large Cap Growth Portfolio
1 year	31.67	31.67		32.77		7/13		52/89
3 year	13.79	13.94		14.66		8/13		56/82
5 year	21.94	22.11		22.98		9/13		55/77
10 year	7.26	7.38		7.69		8/12		42/64

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

32

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year		3 Year		5 Year		10 Year		Since Inception		Annualized				Risk Period
											Volatility		Sharpe
	(%)		(%)		(%)		(%)		(%)		(%)		(%)		(Year)
Large Cap Growth Portfolio		31.67		13.79		21.94		7.26		9.41		16.47		0.41		10
Russell 1000 Growth Index		29.14		15.06		24.02		7.77		8.67		15.03		0.46		10
Inception Date: June 26, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

VPS-LCG-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ REAL ESTATE INVESTMENT PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT
PORTFOLIO	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Real Estate Investment Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is total return from long-term growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of its net assets in the equity securities of real estate investment trusts (“REITs”), and other real estate industry companies, such as real estate operating companies (“REOCs”). The Portfolio seeks to invest in real estate companies whose underlying portfolios are diversified geographically and by property type.

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

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

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

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

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its benchmark, the Financial Times Stock Exchange National Association of Real Estate Investment Trusts (“FTSE NAREIT”) Equity REIT Index, in addition to the broad market as measured by the Standard & Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio underperformed the benchmark for the annual period. Sector selection was positive, helped primarily by an overweight to the lodging sector, partially offset by an underweight to the residential sector. Stock selection was negative, detracting in the residential and diversified sectors, which was partially offset by positive stock selection in the retail sector.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Falling interest rates and modest economic growth helped the U.S. real estate market post strong gains during the 12-month period ended December 31, 2014. The FTSE NAREIT Equity REIT Index finished the 12-month period up 28.03%; the S&P 500 Index also benefited from these trends and rose 13.69% during the same period. In the U.S., most segments of the property market have performed well. For example, industry data and lodging company reported earnings suggest that business in the lodging industry is the best in many years, in the view of the Portfolio’s Investment Management Team (the “Team”). In the office sector, conditions have improved in urban central business districts and select suburban markets such as the Southeast region. Improvement in the labor market has helped support demand for office space. In the retail sector, the demand for prime shopping malls seen in recent years spread to secondary markets.

The Team continues to find attractive opportunities across a wide group of sectors, focusing on attractively priced companies with improving fundamentals, together with the balance sheet strength to withstand periods of renewed volatility.

1

REAL ESTATE INVESTMENT PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged FTSE^® NAREIT Equity REIT Index and the unmanaged S&P^® 500 Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The FTSE NAREIT Equity REIT Index (market-value-weighted index based upon the last closing price of the month) represents the performance of tax-qualified REITs listed on the NYSE, AMEX and the NASDAQ. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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

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

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

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

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

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

Leverage Risk: To the extent the Portfolio uses leveraging techniques, its net asset value (“NAV”), may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

(Disclosures, Risks and Note about Historical Performance continued on next page)

2

REAL ESTATE INVESTMENT PORTFOLIO
DISCLOSURES AND RISKS
(continued)	AllianceBernstein Variable Products Series Fund

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

3

REAL ESTATE INVESTMENT PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED DECEMBER 31, 2014 (unaudited)	NAV Returns
	1 Year		5 Years*		10 Years*
Real Estate Investment Portfolio Class A		25.35%		16.87%		8.89%
Real Estate Investment Portfolio Class B		24.96%		16.56%		8.62%
FTSE NAREIT Equity REIT Index		28.03%		16.91%		8.32%
S&P 500 Index		13.69%		15.45%		7.67%
*    Average annual returns.
Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.86% and 1.15% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

REAL ESTATE INVESTMENT PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in Real Estate Investment Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the FTSE NAREIT Equity REIT Index and the broad market, as measured by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 2-3.

4

REAL ESTATE INVESTMENT PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,094.80	$	5.81		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.66	$	5.60		1.10	%
Class B
Actual	$	1,000	$	1,092.70	$	7.12		1.35	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.40	$	6.87		1.35	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	2,873,696		5.6	%
American Tower Corp.		1,613,232		3.2
Macerich Co. (The)		1,552,260		3.0
HCP, Inc.		1,421,729		2.8
Ventas, Inc.		1,391,697		2.7
Equity Residential		1,301,741		2.5
Washington Prime Group, Inc.		1,261,968		2.5
LTC Properties, Inc.		1,139,256		2.2
AvalonBay Communities, Inc.		1,117,588		2.2
Associated Estates Realty Corp.		1,094,305		2.1
	$	14,767,472		28.8	%

INDUSTRY BREAKDOWN^†

December 31, 2014 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	10,371,743		20.1	%
Regional Mall		7,785,584		15.1
Multi-Family		7,258,716		14.1
Health Care		6,011,754		11.7
Lodging		5,687,459		11.1
Shopping Center/Other Retail		4,551,869		8.8
Office		3,681,804		7.2
Industrial Warehouse Distribution		2,317,740		4.5
Self Storage		1,754,160		3.4
Single Family		471,713		0.9
Financial:Other		450,078		0.9
Triple Net		228,791		0.4
Student Housing		181,984		0.4
Short-Term Investments		740,036		1.4
Total Investments	$	51,493,431		100.0	%

* Long-term investments.

^†  The Portfolio’s industry breakdown is expressed as a percentage of total investments (excluding security lending) and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

6

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.9%
EQUITY: OTHER–32.4%
DIVERSIFIED/SPECIALTY–20.2%
American Tower Corp.		16,320	$	1,613,232
BioMed Realty Trust, Inc.		15,250		328,485
CBRE Group, Inc.–Class A(a)		15,420		528,135
Chambers Street Properties		31,810		256,389
ClubCorp Holdings, Inc.		28,054		503,008
Crown Castle International Corp.		9,480		746,076
Digital Realty Trust, Inc.		4,630		306,969
Duke Realty Corp.		33,010		666,802
Gramercy Property Trust, Inc.(b)		117,312		809,453
Home Depot, Inc. (The)		1,860		195,244
Kennedy-Wilson Holdings, Inc.		30,400		769,120
Lexington Realty Trust(b)		68,860		756,083
Rayonier, Inc.		9,310		260,121
Regal Entertainment Group–Class A		35,490		758,066
Spirit Realty Capital, Inc.		57,199		680,096
Vornado Realty Trust		5,370		632,103
Weyerhaeuser Co.		15,669		562,361
				10,371,743
HEALTH CARE–11.7%
HCP, Inc.		32,290		1,421,729
Health Care REIT, Inc.		9,091		687,916
LTC Properties, Inc.		26,390		1,139,256
Medical Properties Trust, Inc.		70,125		966,322
Senior Housing Properties Trust		18,310		404,834
Ventas, Inc.		19,410		1,391,697
				6,011,754
TRIPLE NET–0.5%
EPR Properties		3,970		228,791
				16,612,288
RETAIL–24.0%
REGIONAL MALL–15.2%
General Growth Properties, Inc.		33,490		942,074
Glimcher Realty Trust		8,590		118,026
Macerich Co. (The)		18,610		1,552,260
Pennsylvania Real Estate Investment Trust		39,080		916,817
Simon Property Group, Inc.		15,780		2,873,696
Taubman Centers, Inc.		1,580		120,743
Washington Prime Group, Inc.		73,285		1,261,968
				7,785,584
SHOPPING CENTER/OTHER RETAIL–8.8%
DDR Corp.		48,423		889,046
Federal Realty Investment Trust		1,790		238,893
Kite Realty Group Trust		14,506		416,903
Ramco-Gershenson Properties Trust		47,481		889,794
Regency Centers Corp.		6,300		401,814
Retail Opportunity Investments Corp.		49,880		837,485
Retail Properties of America, Inc.–Class A		14,000		233,660
Weingarten Realty Investors		18,450	$	644,274
				4,551,869
				12,337,453
RESIDENTIAL–18.8%
MULTI-FAMILY–14.1%
Apartment Investment & Management Co.–Class A		8,970		333,236
Associated Estates Realty Corp.		47,148		1,094,305
AvalonBay Communities, Inc.		6,840		1,117,588
Camden Property Trust		2,010		148,418
Equity Residential		18,120		1,301,741
Essex Property Trust, Inc.		2,270		468,982
Meritage Homes Corp.(a)		9,960		358,460
Mid-America Apartment Communities, Inc.		13,230		988,017
PulteGroup, Inc.		20,020		429,629
Sun Communities, Inc.		13,205		798,374
TRI Pointe Homes, Inc.(a)		14,424		219,966
				7,258,716
SELF STORAGE–3.4%
CubeSmart		21,380		471,857
Extra Space Storage, Inc.		4,700		275,608
Public Storage		4,290		793,006
Sovran Self Storage, Inc.		2,450		213,689
				1,754,160
SINGLE FAMILY–0.9%
Fortune Brands Home & Security, Inc.		10,420		471,713
STUDENT HOUSING–0.4%
American Campus Communities, Inc.		4,400		181,984
				9,666,573
LODGING–11.1%
LODGING–11.1%
Ashford Hospitality Prime, Inc.		45,792		785,791
Ashford Hospitality Trust, Inc.		78,789		825,709
Ashford, Inc.(a)		769		72,286
Chatham Lodging Trust		26,120		756,696
Hersha Hospitality Trust		113,797		799,993
Host Hotels & Resorts, Inc.		8,890		211,315
Intrawest Resorts Holdings, Inc.(a)		21,800		260,292
Pebblebrook Hotel Trust		11,630		530,677
Starwood Hotels & Resorts Worldwide, Inc.		7,840		635,589
Strategic Hotels & Resorts, Inc.(a)		10,920		144,471
Wyndham Worldwide Corp.		7,750		664,640
				5,687,459
OFFICE–7.2%
OFFICE–7.2%
Boston Properties, Inc.		6,189		796,462
Columbia Property Trust, Inc.		38,390		973,187
Corporate Office Properties Trust		5,950		168,802
Cousins Properties, Inc.		14,420		164,676
Government Properties Income Trust		4,470		102,855

7

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Hudson Pacific Properties, Inc.		12,120	$	364,327
Kilroy Realty Corp.		3,710		256,250
Parkway Properties, Inc./Md		46,506		855,245
				3,681,804
INDUSTRIALS–4.5%
INDUSTRIAL WAREHOUSE DISTRIBUTION–4.5%
DCT Industrial Trust, Inc.		11,440		407,951
Granite Real Estate Investment Trust		22,380		795,609
ProLogis, Inc.		11,972		515,155
STAG Industrial, Inc.		24,450		599,025
				2,317,740
FINANCIAL: OTHER–0.9%
FINANCIAL: OTHER–0.9%
HFF, Inc.–Class A		12,530		450,078
Total Common Stocks (cost $41,099,649)				50,753,395
SHORT-TERM INVESTMENTS–1.5%
TIME DEPOSIT–1.5%
State Street Time Deposit 0.01%, 1/02/15 (cost $740,036)	$	740	$	740,036
Total Investments Before Security Lending Collateral for Securities Loaned–100.4% (cost $41,839,685)				51,493,431
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.3%
INVESTMENT COMPANIES–2.3%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $1,170,594)		1,170,594		1,170,594
TOTAL INVESTMENTS–102.7% (cost $43,010,279)				52,664,025
Other assets less liabilities–(2.7)%				(1,359,846	)
NET ASSETS–100.0%			$	51,304,179

8

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $41,839,685)	$	51,493,431	(a)
Affiliated issuers (cost $1,170,594—investment of cash collateral for securities loaned)		1,170,594
Foreign currencies, at value (cost $8,930)		8,750
Dividends and interest receivable		207,113
Receivable for capital stock sold		37,392
Total assets		52,917,280
LIABILITIES
Payable for collateral received on securities loaned		1,170,594
Payable for capital stock redeemed		280,427
Payable for investment securities purchased		45,972
Advisory fee payable		23,967
Administrative fee payable		12,310
Distribution fee payable		2,838
Transfer Agent fee payable		112
Accrued expenses		76,881
Total liabilities		1,613,101
NET ASSETS	$	51,304,179
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,124
Additional paid-in capital		36,626,929
Undistributed net investment income		851,447
Accumulated net realized gain on investment and foreign currency transactions		4,167,112
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		9,653,567
	$	51,304,179

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	38,003,497		3,801,306	$	10.00
B	$	13,300,682		1,322,872	$	10.05

(a) Includes securities on loan with a value of $1,116,504 (see Note E).

See notes to financial statements.

9

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $6,604)	$	1,122,303
Affiliated issuers		764
Interest		39
Securities lending income		9,368
		1,132,474
EXPENSES
Advisory fee (see Note B)		264,976
Distribution fee—Class B		32,008
Transfer agency—Class A		4,343
Transfer agency—Class B		1,569
Custodian		74,347
Audit and tax		53,035
Administrative		48,434
Printing		33,393
Legal		30,253
Directors’ fees		4,503
Miscellaneous		6,926
Total expenses		553,787
Net investment income		578,687
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		4,591,637
Foreign currency transactions		(384	)
Net change in unrealized appreciation/depreciation of:
Investments		5,670,894
Foreign currency denominated assets and liabilities		(318	)
Net gain on investment and foreign currency transactions		10,261,829
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	10,840,516

See notes to financial statements.

10

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	578,687		$	1,533,058
Net realized gain on investment and foreign currency transactions		4,591,253			12,199,590
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		5,670,576			(9,677,724	)
Net increase in net assets from operations		10,840,516			4,054,924
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,029,793	)		(1,092,258	)
Class B		(330,126	)		(167,764	)
Net realized gain on investment transactions
Class A		(9,231,652	)		(7,572,992	)
Class B		(3,268,192	)		(1,408,799	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		10,353,385			(33,459,009	)
Total increase (decrease)		7,334,138			(39,645,898	)
NET ASSETS
Beginning of period		43,970,041			83,615,939
End of period (including undistributed net investment income of $851,447 and $1,633,063, respectively)	$	51,304,179		$	43,970,041

See notes to financial statements.

11

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return from long-term growth of capital and income. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

12

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

50,753,395

$

–0

–

$

–0

–

$

50,753,395

Short-Term Investments

–0

–

740,036

–0

–

740,036

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,170,594

–0

–

–0

–

1,170,594

Total Investments in Securities

51,923,989

740,036

–0

–

52,664,025

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

51,923,989

$

740,036

$

–0

–

$

52,664,025

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

13

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

14

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,434.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $89,780, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	31,890,498		$	34,188,325
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Cost	$	43,032,026
Gross unrealized appreciation		9,916,389
Gross unrealized depreciation		(284,390	)
Net unrealized appreciation	$	9,631,999

15

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $1,116,504 and had received cash collateral which has been invested into AB Exchange Reserves of $1,170,594. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $9,368 and $764 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	2,192	$	23,699	$	24,720	$	1,171

16

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		819,892			524,528		$	9,215,751		$	6,706,724
Shares issued in reinvestment of dividends and distributions		1,109,346			793,521			10,261,445			8,665,250
Shares redeemed		(953,168	)		(4,211,856	)		(10,761,136	)		(48,665,290	)
Net increase (decrease)		976,070			(2,893,807	)	$	8,716,060		$	(33,293,316	)
Class B
Shares sold		141,177			173,655		$	1,518,552		$	2,176,681
Shares issued in reinvestment of dividends and distributions		386,500			143,716			3,598,318			1,576,563
Shares redeemed		(309,798	)		(317,045	)		(3,479,545	)		(3,918,937	)
Net increase		217,879			326		$	1,637,325		$	(165,693	)

NOTE G: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

17

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	3,854,873	$	3,797,777
Net long-term capital gains		10,004,890		6,444,036
Total taxable distributions paid	$	13,859,763	$	10,241,813

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	979,403
Undistributed capital gains		4,060,902
Unrealized appreciation/(depreciation)		9,631,820	(a)
Total accumulated earnings/(deficit)	$	14,672,125

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of partnership investments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to foreign currency reclassifications resulted in a net decrease in undistributed net investment income and a net increase in accumulated net realized gain on investment and foreign currency transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.18			$12.25			$11.58			$12.02			$9.64
Income From Investment Operations
Net investment income (a)		.14			.24			.18			.11			.23
Net realized and unrealized gain on investment and foreign currency transactions		2.39			.24			2.21			1.02			2.30
Net increase in net asset value from operations		2.53			.48			2.39			1.13			2.53
Less: Dividends and Distributions
Dividends from net investment income		(.37	)		(.20	)		(.15	)		(.18	)		(.15	)
Distributions from net realized gain on investment transactions		(3.34	)		(1.35	)		(1.57	)		(1.39	)		–0	–
Total dividends and distributions		(3.71	)		(1.55	)		(1.72	)		(1.57	)		(.15	)
Net asset value, end of period		$10.00			$11.18			$12.25			$11.58			$12.02
Total Return
Total investment return based on net asset value (b)		25.35	%		4.20	%		21.19	%		9.03	%*		26.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$38,003			$31,576			$70,048			$63,093			$66,493
Ratio to average net assets of:
Expenses		1.08	%		.86	%		.84	%		.88	%		.87	%+
Net investment income		1.26	%		1.92	%		1.49	%		.91	%		2.15	%+
Portfolio turnover rate		67	%		98	%		110	%		114	%		132	%

See footnote summary on page 20.

19

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.22			$12.28			$11.61			$12.05			$9.67
Income From Investment Operations
Net investment income (a)		.11			.27			.15			.08			.20
Net realized and unrealized gain on investment and foreign currency transactions		2.40			.18			2.20			1.02			2.31
Net increase in net asset value from operations		2.51			.45			2.35			1.10			2.51
Less: Dividends and Distributions
Dividends from net investment income		(.34	)		(.16	)		(.11	)		(.15	)		(.13	)
Distributions from net realized gain on investment transactions		(3.34	)		(1.35	)		(1.57	)		(1.39	)		–0	–
Total dividends and distributions		(3.68	)		(1.51	)		(1.68	)		(1.54	)		(.13	)
Net asset value, end of period		$10.05			$11.22			$12.28			$11.61			$12.05
Total Return
Total investment return based on net asset value (b)		24.96	%		3.97	%		20.83	%		8.75	%*		26.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$13,301			$12,394			$13,568			$13,536			$14,479
Ratio to average net assets of:
Expenses		1.33	%		1.15	%		1.10	%		1.13	%		1.13	%+
Net investment income		1.03	%		2.13	%		1.19	%		.64	%		1.89	%+
Portfolio turnover rate.		67	%		98	%		110	%		114	%		132	%

(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.

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

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

See notes to financial statements.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Real Estate Investment Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Real Estate Investment Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Real Estate Investment Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

21

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 1.35% of dividends paid qualify for the dividends received deduction.

22

REAL ESTATE INVESTMENT
PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Eric J. Franco(2), Vice President Emilie D. Wrapp, Secretary	Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company	Seward & Kissel LLP
State Street Corporation CCB/5	One Battery Park Plaza
1 Iron Street	New York, NY 10004
Boston, MA 02210
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc.	AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas	P.O. Box 786003
New York, NY 10105	San Antonio, TX 78278-6003
	Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the REIT Senior Investment Management Team. Mr. Eric J. Franco is the investment professional with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

23

REAL ESTATE INVESTMENT
PORTFOLIO	AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007, and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999-June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989-May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		116	None

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AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

25

REAL ESTATE INVESTMENT PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund as defined in the “1940 Act”, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

26

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Eric J. Franco 54	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($ MIL)
Real Estate Investment Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$46.7

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,158 (0.070% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Real Estate Investment Portfolio	Class A    0.86% Class B    1.15%		December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($ MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$46.7	U.S. REIT Schedule 0.55% on first $25m 0.45% on next $25m 0.40% the balance Minimum account size $25m		0.504	%		0.550	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

29

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a somewhat investment style as the Portfolio. Set forth below are the fee schedule of Global Real Estate Investment Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio: ⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio7	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁸

Fund	Fee9
Global Real Estate Securities Portfolio
Class A		1.50	%
Class I (Institutional)		0.70	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/

6 The Portfolio’s investment guidelines are more restrictive than that of AllianceBernstein Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AllianceBernstein Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

7 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

8 The Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

9 Class A shares of the funds are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

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AllianceBernstein Variable Products Series Fund

objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee  (%)13		Lipper EG Median (%)		Lipper EG Rank
Real Estate Investment Portfolio		0.550		0.750		3/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Real Estate Investment Portfolio		0.860		0.860		6/11		0.860		8/15

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $34,520 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $72,749 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

31

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.¹⁷,¹⁸ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2014.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Real Estate Investment Portfolio
1 year		5.51		6.79		6.79		10/11		15/17
3 year		11.04		9.20		9.39		1/11		1/16
5 year		29.18		28.81		29.00		5/11		8/16
10 year		9.83		8.97		9.30		2/9		4/13

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmarks.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		5.51		11.04		29.18		9.83		10.04		24.97		0.44		10
FTSE NAREIT Equity REIT Index26		5.98		9.80		29.24		8.81		9.53		25.79		0.40		10
S&P 500 Stock Index		25.37		14.35		23.00		7.16		7.32		N/A		N/A		10
Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

33

VPS-REI-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ SMALL CAP GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Small Cap Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

Effective February 1, 2013, the Portfolio is closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions. The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

INVESTMENT OBJECTIVES AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S. market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total U.S. equity market. Because the Portfolio’s definition of smaller companies is dynamic, the limits on market capitalization will change with the markets.

The Portfolio may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Portfolio’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Portfolio may invest in foreign securities.

The Portfolio invests primarily in equity securities but may also invest in other types of securities, such as preferred stocks. The Portfolio may, at times, invest in shares of exchange-traded fund (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Portfolio seeks to invest than direct investments. The Portfolio may also invest up to 20% of its total assets in rights or warrants.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 2000 Growth Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio underperformed the benchmark during the annual period. Underperformance was primarily driven by stock selection which was negative across most sectors, particularly in the consumer/commercial services and technology. Within the benchmark, health care was the best performing sector for the year, and the Portfolio benefited from positive stock selection in the sector.

Sector allocations, which result from the Portfolio’s “bottom-up” stock selection process, remained muted compared to the benchmark but nonetheless were modestly additive to performance. As of December 31, 2014, compared to the benchmark, financials and industrials were the largest underweights, with technology, health care and consumer/commercial services each modestly overweight. All sector and subsector allocations reflect our bottom-up stock selection process.

The Portfolio did not use derivatives during the annual reporting period.

MARKET REVIEW AND INVESTMENT STRATEGY

Small-cap stocks rallied in the fourth quarter, however, the dichotomy in 2014 between small-cap and large-cap stocks was the largest since 1998. The Portfolio’s investment discipline—which focuses on identifying companies that are well positioned to meet or exceed consensus expectations—was not rewarded during 2014 to the same degree that it has been historically. Fundamental disappointments, on the other hand, continued to be severely punished during the quarter. Throughout 2014, strong, predicted growth substantially underperformed traditional value and this trend was most pronounced during the fourth quarter. Given the investment philosophy and style adherence of the U.S. Small Cap Investment Growth Team (the “Team”), the Portfolio’s typical overexposure to this cohort presented a sizeable headwind.

The Portfolio continues to be built from the bottom up with an emphasis on companies that can deliver fundamental outperformance. Valuations for companies with this profile—those that deliver positive earnings revisions and surprises—remain below the long-term average. Reflecting the Portfolio’s bottom-up investment process, the Team continues to find opportunities across most sectors.

1

SMALL CAP GROWTH PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged Russell 2000^® Growth Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2000 Growth Index represents the performance of 2,000 small-cap growth companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

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

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.

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.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

SMALL CAP GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Small Cap Growth Portfolio Class A†		-1.81%		18.66%		9.21%
Small Cap Growth Portfolio Class B†		-2.08%		18.37%		8.93%
Russell 2000 Growth Index		5.60%		16.80%		8.54%
*    Average annual returns. †   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.01%. Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.17% and 1.43% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

SMALL CAP GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in Small Cap Growth Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Russell 2000 Growth Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

SMALL CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account  Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	964.20	$	5.30		1.07	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.81	$	5.45		1.07	%
Class B
Actual	$	1,000	$	963.00	$	6.53		1.32	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.55	$	6.72		1.32	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Acadia Healthcare Co., Inc.	$	1,808,327		2.1	%
Capella Education Co.		1,708,435		1.9
PolyOne Corp.		1,629,827		1.9
Five Below, Inc.		1,602,537		1.8
Akorn, Inc.		1,526,952		1.7
Team Health Holdings, Inc.		1,491,407		1.7
Carlisle Cos., Inc.		1,464,686		1.7
Fortinet, Inc.		1,382,183		1.6
Ultimate Software Group, Inc. (The)		1,370,078		1.6
Middleby Corp. (The)		1,355,688		1.5
	$	15,340,120		17.5	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	23,647,045		26.9	%
Health Care		21,550,657		24.5
Industrials		15,938,934		18.2
Consumer Discretionary		12,644,044		14.4
Financials		5,025,451		5.7
Energy		2,520,086		2.9
Consumer Staples		2,348,884		2.7
Materials		1,629,827		1.9
Telecommunication Services		879,042		1.0
Short-Term Investments		1,600,016		1.8
Total Investments	$	87,783,986		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.2%
INFORMATION TECHNOLOGY–26.9%
COMMUNICATIONS EQUIPMENT–1.2%
Arista Networks, Inc.(a)(b)		4,987	$	303,010
Ruckus Wireless, Inc.(a)		66,514		799,498
				1,102,508
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.2%
Zebra Technologies Corp.–Class A(a)		13,118		1,015,464
INTERNET SOFTWARE & SERVICES–7.0%
CoStar Group, Inc.(a)		3,735		685,858
Dealertrack Technologies, Inc.(a)		26,147		1,158,574
Envestnet, Inc.(a)		23,119		1,136,068
HomeAway, Inc.(a)		23,271		693,010
LogMeIn, Inc.(a)		20,129		993,165
New Relic, Inc.(a)		2,792		97,273
Pandora Media, Inc.(a)		35,679		636,157
Shutterstock, Inc.(a)(b)		10,954		756,921
				6,157,026
IT SERVICES–1.0%
VeriFone Systems, Inc.(a)		23,153		861,292
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.2%
Cavium, Inc.(a)		18,214		1,125,990
Intersil Corp.–Class A		46,238		669,064
Mellanox Technologies Ltd.(a)		21,163		904,295
Monolithic Power Systems, Inc.		22,849		1,136,509
Silicon Laboratories, Inc.(a)		15,084		718,300
Synaptics, Inc.(a)		12,885		887,003
				5,441,161
SOFTWARE–10.3%
Aspen Technology, Inc.(a)		26,882		941,408
Fortinet, Inc.(a)		45,081		1,382,183
Guidewire Software, Inc.(a)		21,416		1,084,292
PTC, Inc.(a)		27,564		1,010,221
SolarWinds, Inc.(a)		25,321		1,261,745
SS&C Technologies Holdings, Inc.		17,952		1,050,013
Tableau Software, Inc.– Class A(a)		11,440		969,654
Ultimate Software Group, Inc. (The)(a)		9,332		1,370,078
				9,069,594
				23,647,045
HEALTH CARE–24.5%
BIOTECHNOLOGY–6.5%
Agios Pharmaceuticals, Inc.(a)(b)		2,708		303,404
Isis Pharmaceuticals, Inc.(a)(b)		10,367	$	640,058
Juno Therapeutics, Inc.(a)(b)		2,985		155,877
Karyopharm Therapeutics, Inc.(a)(b)		8,659		324,106
KYTHERA Biopharmaceuticals, Inc.(a)(b)		8,779		304,456
NPS Pharmaceuticals, Inc.(a)		19,228		687,785
Otonomy, Inc.(a)		12,293		409,726
Puma Biotechnology, Inc.(a)(b)		4,792		906,982
Receptos, Inc.(a)		3,858		472,644
Sage Therapeutics, Inc.(a)(b)		5,534		202,544
Synageva BioPharma Corp.(a)(b)		5,698		528,717
TESARO, Inc.(a)		13,493		501,805
Ultragenyx Pharmaceutical, Inc.(a)(b)		6,428		282,061
				5,720,165
HEALTH CARE EQUIPMENT & SUPPLIES–6.8%
Align Technology, Inc.(a)		14,712		822,548
Cardiovascular Systems, Inc.(a)		22,623		680,500
HeartWare International, Inc.(a)		10,383		762,424
Insulet Corp.(a)		19,634		904,342
K2M Group Holdings, Inc.(a)		28,459		593,939
LDR Holding Corp.(a)		27,213		892,042
Nevro Corp.(a)		8,596		332,407
Sirona Dental Systems, Inc.(a)		9,983		872,215
Tandem Diabetes Care, Inc.(a)(b)		10,907		138,519
				5,998,936
HEALTH CARE PROVIDERS & SERVICES–4.7%
Acadia Healthcare Co., Inc.(a)		29,543		1,808,327
Premier, Inc.–Class A(a)		25,360		850,321
Team Health Holdings, Inc.(a)		25,924		1,491,407
				4,150,055
LIFE SCIENCES TOOLS & SERVICES–1.5%
ICON PLC(a)		14,747		751,950
PAREXEL International Corp.(a)		9,334		518,597
				1,270,547
PHARMACEUTICALS–5.0%
Akorn, Inc.(a)		42,181		1,526,952
Aratana Therapeutics, Inc.(a)		24,317		433,329
GW Pharmaceuticals PLC (ADR)(a)(b)		4,934		333,933
Jazz Pharmaceuticals PLC(a)		4,873		797,856
Pacira Pharmaceuticals, Inc./DE(a)		7,708		683,391
Revance Therapeutics, Inc.(a)(b)		12,760		216,155
Tetraphase Pharmaceuticals, Inc.(a)		10,560		419,338
				4,410,954
				21,550,657

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–18.2%
AEROSPACE & DEFENSE–1.6%
Hexcel Corp.(a)		31,836	$	1,320,876
KEYW Holding Corp. (The)(a)		10,272		106,623
				1,427,499
CONSTRUCTION & ENGINEERING–1.5%
Dycom Industries, Inc.(a)		38,091		1,336,613
INDUSTRIAL CONGLOMERATES–1.7%
Carlisle Cos., Inc.		16,231		1,464,686
MACHINERY–7.3%
Actuant Corp.–Class A		20,443		556,867
IDEX Corp.		17,115		1,332,232
Lincoln Electric Holdings, Inc.		17,703		1,223,100
Middleby Corp. (The)(a)		13,680		1,355,688
RBC Bearings, Inc.		12,732		821,596
Valmont Industries, Inc.(b)		8,503		1,079,881
				6,369,364
MARINE–1.4%
Kirby Corp.(a)		14,857		1,199,554
PROFESSIONAL SERVICES–1.2%
TrueBlue, Inc.(a)		48,827		1,086,401
ROAD & RAIL–1.4%
Genesee & Wyoming, Inc.– Class A(a)		13,613		1,224,081
TRADING COMPANIES & DISTRIBUTORS–2.1%
H&E Equipment Services, Inc.		29,810		837,363
United Rentals, Inc.(a)		9,738		993,373
				1,830,736
				15,938,934
CONSUMER DISCRETIONARY–14.4%
DISTRIBUTORS–2.8%
LKQ Corp.(a)		40,679		1,143,894
Pool Corp.		20,569		1,304,897
				2,448,791
DIVERSIFIED CONSUMER SERVICES–3.3%
Bright Horizons Family Solutions, Inc.(a)		24,700		1,161,147
Capella Education Co.		22,199		1,708,435
				2,869,582
HOTELS, RESTAURANTS & LEISURE–2.5%
Buffalo Wild Wings, Inc.(a)		7,355		1,326,695
Zoe’s Kitchen, Inc.(a)(b)		29,383		878,845
				2,205,540
HOUSEHOLD DURABLES–1.0%
Tempur Sealy International, Inc.(a)		16,879	$	926,826
MEDIA–0.9%
National CineMedia, Inc.		54,223		779,184
MULTILINE RETAIL–1.4%
Tuesday Morning Corp.(a)		56,431		1,224,553
SPECIALTY RETAIL–2.5%
Cabela’s, Inc.(a)		11,137		587,031
Five Below, Inc.(a)		39,249		1,602,537
				2,189,568
				12,644,044
FINANCIALS–5.7%
BANKS–4.4%
City National Corp./CA		10,407		840,990
Iberiabank Corp.		12,813		830,923
Signature Bank/New York NY(a)		8,393		1,057,182
SVB Financial Group(a)		9,717		1,127,852
				3,856,947
CAPITAL MARKETS–1.2%
Artisan Partners Asset Management, Inc.–Class A		2,511		126,881
Stifel Financial Corp.(a)		19,134		976,217
				1,103,098
DIVERSIFIED FINANCIAL SERVICES–0.1%
On Deck Capital, Inc.(a)(b)		2,916		65,406
				5,025,451
ENERGY–2.9%
ENERGY EQUIPMENT & SERVICES–1.7%
Dril-Quip, Inc.(a)		8,645		663,331
Oil States International, Inc.(a)		7,975		389,977
Superior Energy Services, Inc.		21,931		441,910
				1,495,218
OIL, GAS & CONSUMABLE FUELS–1.2%
Laredo Petroleum, Inc.(a)(b)		28,766		297,728
Matador Resources Co.(a)		28,089		568,240
Oasis Petroleum, Inc.(a)		9,607		158,900
				1,024,868
				2,520,086
CONSUMER STAPLES–2.7%
FOOD & STAPLES RETAILING–1.9%
Chefs’ Warehouse, Inc. (The)(a)		29,625		682,560
Sprouts Farmers Market, Inc.(a)		28,471		967,444
				1,650,004

7

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
FOOD PRODUCTS–0.8%
Freshpet, Inc.(a)(b)		40,966	$	698,880
				2,348,884
MATERIALS–1.9%
CHEMICALS–1.9%
PolyOne Corp.		42,992		1,629,827
TELECOMMUNICATION SERVICES–1.0%
WIRELESS TELECOMMUNICATION SERVICES–1.0%
RingCentral, Inc.–Class A(a)(b)		58,917		879,042
Total Common Stocks (cost $73,823,456)				86,183,970
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.8%
TIME DEPOSIT–1.8%
State Street Time Deposit 0.01%, 1/02/15 (cost $1,600,016)	$	1,600		1,600,016
Total Investments Before Security Lending Collateral for Securities Loaned–100.0% (cost $75,423,472)				87,783,986

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–9.5%
Investment Companies–9.5%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $8,367,306)		8,367,306	$	8,367,306
TOTAL INVESTMENTS–109.5% (cost $83,790,778)				96,151,292
Other assets less liabilities–(9.5)%				(8,333,621	)
NET ASSETS–100.0%			$	87,817,671

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $75,423,472)	$	87,783,986	(a)
Affiliated issuers (cost $8,367,306—investment of cash collateral for securities loaned)		8,367,306
Receivable for investment securities sold		313,330
Dividends and interest receivable		36,873
Receivable for capital stock sold		1,647
Total assets		96,503,142
LIABILITIES
Payable for collateral received on securities loaned		8,326,720
Payable for capital stock redeemed		96,803
Payable for investment securities purchased		73,405
Advisory fee payable		55,643
Collateral due to Securities Lending Agent		40,586
Distribution fee payable		12,620
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		67,272
Total liabilities		8,685,471
NET ASSETS	$	87,817,671
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,327
Additional paid-in capital		67,066,042
Accumulated net realized gain on investment transactions		8,386,788
Net unrealized appreciation on investments		12,360,514
	$	87,817,671

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	28,054,556		1,338,134	$	20.97
B	$	59,763,115		2,988,762	$	20.00

(a) Includes securities on loan with a value of $8,129,520 (see Note E).

See notes to financial statements.

9

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	267,502
Affiliated issuers		2,251
Interest		172
Securities lending income		82,279
		352,204
EXPENSES
Advisory fee (see Note B)		588,638
Distribution fee—Class B		120,835
Transfer agency—Class A		2,582
Transfer agency—Class B		4,010
Custodian		109,808
Administrative		48,434
Audit and tax		40,078
Legal		31,142
Printing		25,392
Directors’ fees		4,503
Miscellaneous		7,997
Total expenses		983,419
Net investment loss		(631,215	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		9,013,711
Net change in unrealized appreciation/depreciation of investments		(9,940,125	)
Net loss on investment transactions		(926,414	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(1,557,629	)

See notes to financial statements.

10

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(631,215	)	$	(683,040	)
Net realized gain on investment transactions		9,013,711			9,317,581
Net change in unrealized appreciation/depreciation of investments		(9,940,125	)		14,956,858
Net increase (decrease) in net assets from operations		(1,557,629	)		23,591,399
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain on investment transactions
Class A		(2,611,292	)		(4,909,967	)
Class B		(6,233,643	)		(5,425,603	)
CAPITAL STOCK TRANSACTIONS
Net increase		26,582,247			4,452,720
Total increase		16,179,683			17,708,549
NET ASSETS
Beginning of period		71,637,988			53,929,439
End of period (including accumulated net investment loss of $0 and $0, respectively)	$	87,817,671		$	71,637,988

See notes to financial statements.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

Effective February 1, 2013, the Portfolio was closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions.

The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

12

AllianceBernstein Variable Products Series Fund

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

86,183,970

$

–0

–

$

–0

–

$

86,183,970

Short-Term Investments

–0

–

1,600,016

–0

–

1,600,016

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

8,367,306

–0

–

–0

–

8,367,306

Total Investments in Securities

94,551,276

1,600,016

–0

–

96,151,292

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

94,551,276

$

1,600,016

$

–0

–

$

96,151,292

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

14

AllianceBernstein Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,434.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $106,179, of which $45 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	81,581,899	$	65,065,930

15

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	84,700,673
Gross unrealized appreciation		14,982,810
Gross unrealized depreciation		(3,532,191	)
Net unrealized appreciation	$	11,450,619

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $8,129,520 and had received cash collateral which has been invested into AB Exchange Reserves of $8,367,306. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $82,279 and $2,251 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	1,764	$	36,450	$	29,847	$	8,367

16

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		93,536			175,197		$	2,149,104		$	3,755,689
Shares issued in reinvestment of distributions		125,906			242,587			2,611,292			4,909,967
Shares redeemed		(308,990	)		(439,402	)		(6,924,093	)		(9,575,673	)
Net decrease		(89,548	)		(21,618	)	$	(2,163,697	)	$	(910,017	)
Class B
Shares sold		1,685,097			425,918		$	37,054,999		$	9,109,480
Shares issued in reinvestment of distributions		314,831			278,808			6,233,643			5,425,603
Shares redeemed		(702,851	)		(453,555	)		(14,542,698	)		(9,172,346	)
Net increase		1,297,077			251,171		$	28,745,944		$	5,362,737

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

17

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Net long-term capital gains	$	8,844,935	$	10,335,570
Total taxable distributions paid	$	8,844,935	$	10,335,570

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed net capital gain	$	9,296,683
Unrealized appreciation/(depreciation)		11,450,619	(a)
Total accumulated earnings/(deficit)	$	20,747,302

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the disallowance of a net operating loss resulted in a net decrease in accumulated net investment loss and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

18

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$23.47			$18.96			$17.09			$16.36			$11.95
Income From Investment Operations
Net investment loss (a)		(.15	)		(.21	)		(.12	)		(.15	)		(.13	)
Net realized and unrealized gain (loss) on investment transactions		(.30	)		8.30			2.69			.88			4.54
Net increase (decrease) in net asset value from operations		(.45	)		8.09			2.57			.73			4.41
Less: Distributions
Distributions from net realized gain on investment transactions		(2.05	)		(3.58	)		(.70	)		–0	–		–0	–
Net asset value, end of period		$20.97			$23.47			$18.96			$17.09			$16.36
Total Return
Total investment return based on net asset value (b)		(1.81	)%*		45.66	%*		15.02	%		4.46	%*		36.90	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28,055			$33,510			$27,479			$29,369			$29,018
Ratio to average net assets of:
Expenses		1.11	%		1.17	%		1.18	%		1.18	%		1.37	%+
Net investment loss		(.67	)%		(.96	)%		(.64	)%		(.85	)%		(1.00	)%+
Portfolio turnover rate		84	%		81	%		105	%		92	%		95	%

See footnote summary on page 20.

19

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$22.54			$18.36			$16.61			$15.94			$11.67
Income From Investment Operations
Net investment loss (a)		(.19	)		(.25	)		(.16	)		(.19	)		(.16	)
Net realized and unrealized gain (loss) on investment transactions		(.30	)		8.01			2.61			.86			4.43
Net increase (decrease) in net asset value from operations		(.49	)		7.76			2.45			.67			4.27
Less: Distributions
Distributions from net realized gain on investment transactions		(2.05	)		(3.58	)		(.70	)		–0	–		–0	–
Net asset value, end of period		$20.00			$22.54			$18.36			$16.61			$15.94
Total Return
Total investment return based on net asset value (b)		(2.08	)%*		45.33	%*		14.73	%		4.20	%*		36.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$59,763			$38,128			$26,450			$29,665			$29,128
Ratio to average net assets of:
Expenses		1.34	%		1.43	%		1.43	%		1.43	%		1.62	%+
Net investment loss		(.89	)%		(1.21	)%		(.89	)%		(1.11	)%		(1.23	)%+
Portfolio turnover rate.		84	%		81	%		105	%		92	%		95	%

(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.

* 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, 2014, December 31, 2013, December 31, 2011, and December 31, 2010 by 0.01%, 0.23%, 0.09% and 0.05%, respectively.

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

See notes to financial statements.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Small Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Small Cap Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Small Cap Growth Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

21

SMALL CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Bruce K. Aronow(2), Vice President N. Kumar Kirpalani(2), Vice President Samantha S. Lau(2), Vice President Wen-Tse Tseng(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Small Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng, members of the Adviser’s Small Cap Growth Investment Team, are primarily responsible for the day-to-day management of the Portfolio’s portfolio.

22

SMALL CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007 and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014.
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

23

SMALL CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

25

SMALL CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Bruce K. Aronow 48	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
N. Kumar Kirpalani 61	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Samantha S. Lau 42	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2010.
Wen-Tse Tseng 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (SAI) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www. abglobal.com, for a free prospectus or SAI.

26

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($ MIL)
Small Cap Growth Portfolio	Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$70.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $57,354 (0.091% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

27

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Small Cap Growth Portfolio	Class A    1.17%	December 31
	Class B    1.43%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($ MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Small Cap Growth Portfolio	$70.6	Small Cap Growth Schedule 1.00% on first $50m 0.85% on the next $50m 0.75% on the balance Minimum account size $25m		0.956%		0.750%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

28

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small-Cap Growth Portfolio7	Cap Fund, Inc.—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2014 net assets.

Portfolio		Sub-Advised Fund Fee Schedule	Effective Sub-Adv. Fee		Portfolio Adv. Fee
Small Cap Growth Portfolio	Client #18,9	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance		0.600%		0.750%
	Client #2	0.55% of average daily net assets		0.550%		0.750%
	Client #3	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance		0.618%		0.750%
	Client #4	0.45% of average daily net assets		0.450%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The advisory fee of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

8 The client is an affiliate of the Adviser.

9 Assets are aggregated with other accounts of the client for purposes of calculating the investment advisory fee.

29

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Small Cap Growth Portfolio		0.750		0.900		1/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small Cap Growth Portfolio		1.175		0.990		13/13		0.956		38/38

Based on this analysis, the Portfolio has a more favorable ranking on contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

30

AllianceBernstein Variable Products Series Fund

the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $79,463 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $171,169 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

31

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2014.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small Cap Growth Portfolio
1 year		47.54		37.40		35.43		2/13		2/43
3 year		20.48		16.07		15.71		2/13		2/40
5 year		33.21		28.14		27.65		1/13		1/37
10 year		11.18		9.83		9.86		1/9		2/30

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

32

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		47.54		20.48		33.21		11.18		7.49		20.76		0.53		10
Russell 2000 Growth Index		37.06		15.98		28.05		9.19		7.00		19.31		0.50		10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

VPS-SCG-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ SMALL/MID CAP VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Small/Mid Cap Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, generally representing 60 to 125 companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in securities of small- to mid-capitalization companies. Because the Portfolio’s definition of small- to mid-capitalization companies is dynamic, the lower and upper limits on market capitalization will change with the markets. The Portfolio invests in companies that are determined by AllianceBernstein L.P. (the “Adviser”) to be undervalued, using the Adviser’s fundamental value approach. In selecting securities for the Portfolio’s portfolio, the Adviser uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.

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

The Portfolio may invest in securities issued by non-U.S. companies.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 2500 Value Index, in addition to the broad small/mid-cap universe, as measured by the Russell 2500 Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio outperformed the benchmark during the annual period. The outperformance was driven by strong security selection across most sectors. Stock selection and an overweight position in consumer-cyclicals was the leading contributor to performance.

The energy sector was the worst performing sector in the Russell 2500 Value Index for the year, as a sharp drop in oil prices drove downward the share price of exploration and production companies. The Portfolio’s energy holdings detracted from performance, as weaker cash flows due to lower oil prices threatened companies’ ability to make investments necessary to grow oil production.

The Portfolio did not use derivatives during the reporting period.

MARKET REVIEW AND INVESTMENT STRATEGY

U.S. equity markets saw strong gains in 2014 as economic recovery fueled earnings growth. Although small-cap stocks performed well in the fourth quarter, they lagged large caps for the year as a spike in volatility in September and October drove a sell-off in assets with perceived higher levels of risk.

The current economic climate has allowed the Small/Mid Cap Value Portfolio Senior Investment Management Team (the “Team”) to invest opportunistically in what it considers to be undervalued companies with solid fundamentals, without sacrificing the Portfolio’s deep value discipline. The Portfolio’s emphasis continues to be at the stock-specific level, as the Team looks for companies that offer compelling valuation, strong free cash flow and significant company level catalysts.

1

SMALL/MID CAP VALUE PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

Neither the unmanaged Russell 2500 Value Index nor the Russell 2500 Index reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Value Index represents the performance of 2,500 small- to mid-cap value companies within the U.S. The Russell 2500 Index represents the performance of 2,500 small- to mid-cap cap companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

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

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

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.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

SMALL/MID CAP VALUE PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Small/Mid Cap Value Portfolio Class A		9.20%		15.79%		9.07%
Small/Mid Cap Value Portfolio Class B		8.95%		15.49%		8.82%
Russell 2500 Value Index		7.11%		15.48%		7.91%
Russell 2500 Index		7.07%		16.36%		8.72%
*    Average annual returns. Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.81% and 1.06% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

SMALL/MID CAP VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in the Small/Mid Cap Value Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Russell 2500 Value Index and the broad small/mid-cap universe, as represented by the Russell 2500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,007.10	$	4.20		0.83	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.02	$	4.23		0.83	%
Class B
Actual	$	1,000	$	1,005.90	$	5.46		1.08	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.76	$	5.50		1.08	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Office Depot, Inc.	$	12,272,197		1.9	%
Dean Foods Co.		11,260,168		1.7
Bloomin’ Brands, Inc.		11,120,929		1.7
Electronic Arts, Inc.		9,876,911		1.5
Spirit Aerosystems Holdings, Inc.—Class A		9,860,895		1.5
AECOM Technology Corp.		9,818,166		1.5
PNM Resources, Inc.		9,540,860		1.4
American Financial Group, Inc./OH		9,434,674		1.4
Southwest Gas Corp.		9,366,069		1.4
Lam Research Corp.		9,085,223		1.4
	$	101,636,092		15.4	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	186,499,075		28.3	%
Information Technology		140,488,485		21.3
Consumer Discretionary		121,208,839		18.4
Industrials		78,742,242		12.0
Utilities		43,551,947		6.6
Materials		26,050,940		4.0
Health Care		21,039,387		3.2
Consumer Staples		17,054,740		2.6
Energy		13,137,438		2.0
Short-Term Investments		10,857,936		1.6
Total Investments	$	658,631,029		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.3%
FINANCIALS–28.3%
BANKS–9.0%
Associated Banc-Corp		260,530	$	4,853,674
Comerica, Inc.		140,400		6,576,336
First Niagara Financial Group, Inc.		559,700		4,718,271
Huntington Bancshares, Inc./OH		841,300		8,850,476
Popular, Inc.(a)		240,840		8,200,602
Susquehanna Bancshares, Inc.		623,814		8,377,822
Synovus Financial Corp.		197,140		5,340,522
Webster Financial Corp.		162,850		5,297,510
Zions Bancorporation		254,470		7,254,940
				59,470,153
CAPITAL MARKETS–1.1%
E*TRADE Financial Corp.(a)		282,220		6,845,246
CONSUMER FINANCE–1.3%
SLM Corp.		818,700		8,342,553
INSURANCE–8.7%
American Financial Group, Inc./OH		155,380		9,434,674
Aspen Insurance Holdings Ltd.		202,850		8,878,745
Assurant, Inc.		71,860		4,917,380
CNO Financial Group, Inc.		497,970		8,575,043
Hanover Insurance Group, Inc. (The)		125,260		8,933,543
PartnerRe Ltd.		70,355		8,029,616
StanCorp Financial Group, Inc.		14,906		1,041,333
Validus Holdings Ltd.		185,832		7,723,178
				57,533,512
REAL ESTATE INVESTMENT TRUSTS (REITS)–7.3%
DDR Corp.		337,710		6,200,356
DiamondRock Hospitality Co.		587,830		8,741,032
LTC Properties, Inc.		195,280		8,430,238
Medical Properties Trust, Inc.		527,900		7,274,462
Mid-America Apartment Communities, Inc.		76,380		5,704,058
Parkway Properties, Inc./Md		323,990		5,958,176
STAG Industrial, Inc.		237,790		5,825,855
				48,134,177
THRIFTS & MORTGAGE FINANCE–0.9%
Essent Group Ltd.(a)		240,118		6,173,434
				186,499,075
INFORMATION TECHNOLOGY–21.3%
COMMUNICATIONS EQUIPMENT–2.8%
Brocade Communications Systems, Inc.		553,960		6,558,886
Finisar Corp.(a)(b)		229,590		4,456,342
Harris Corp.		102,980		7,396,024
				18,411,252
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–8.4%
Anixter International, Inc.(a)		55,960	$	4,950,222
Arrow Electronics, Inc.(a)		156,290		9,047,628
Avnet, Inc.		207,550		8,928,801
CDW Corp./DE		215,460		7,577,728
Insight Enterprises, Inc.(a)		270,944		7,014,740
Jabil Circuit, Inc.		243,670		5,319,316
TTM Technologies, Inc.(a)		502,692		3,785,271
Vishay Intertechnology, Inc.		628,210		8,889,172
				55,512,878
IT SERVICES–3.5%
Amdocs Ltd.		161,700		7,544,113
Booz Allen Hamilton Holding Corp.		319,260		8,469,968
Convergys Corp.		27,777		565,817
Genpact Ltd.(a)		353,950		6,700,274
				23,280,172
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.8%
Advanced Micro Devices, Inc.(a)(b)		931,280		2,486,518
Entegris, Inc.(a)		107,497		1,420,035
Fairchild Semiconductor International, Inc.(a)		306,590		5,175,239
Lam Research Corp.		114,510		9,085,223
Teradyne, Inc.		346,840		6,863,964
				25,030,979
SOFTWARE–1.5%
Electronic Arts, Inc.(a)		210,080		9,876,911
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.3%
NCR Corp.(a)		287,450		8,376,293
				140,488,485
CONSUMER DISCRETIONARY–18.4%
AUTO COMPONENTS–3.7%
Dana Holding Corp.		325,470		7,075,718
Lear Corp.		85,390		8,375,051
Tenneco, Inc.(a)		159,370		9,021,936
				24,472,705
AUTOMOBILES–1.0%
Thor Industries, Inc.		112,960		6,311,075
HOTELS, RESTAURANTS & LEISURE–1.7%
Bloomin’ Brands, Inc.(a)		449,149		11,120,929
HOUSEHOLD DURABLES–3.1%
Helen of Troy Ltd.(a)		97,590		6,349,205
Meritage Homes Corp.(a)		212,780		7,657,952
PulteGroup, Inc.		310,830		6,670,412
				20,677,569

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MULTILINE RETAIL–2.3%
Big Lots, Inc.		188,120	$	7,528,563
Dillard’s, Inc.–Class A		58,030		7,264,195
				14,792,758
SPECIALTY RETAIL–5.8%
Brown Shoe Co., Inc.		209,980		6,750,857
Children’s Place, Inc. (The)		143,109		8,157,213
GameStop Corp.–Class A(b)		163,680		5,532,384
Office Depot, Inc.(a)		1,431,160		12,272,197
Pier 1 Imports, Inc.		373,260		5,748,204
				38,460,855
TEXTILES, APPAREL & LUXURY GOODS–0.8%
Crocs, Inc.(a)		430,180		5,372,948
				121,208,839
INDUSTRIALS–11.9%
AEROSPACE & DEFENSE–1.5%
Spirit Aerosystems Holdings, Inc.–Class A(a)		229,110		9,860,895
CONSTRUCTION & ENGINEERING–3.7%
AECOM Technology Corp.(a)		323,285		9,818,166
Granite Construction, Inc.		178,460		6,785,049
Tutor Perini Corp.(a)		322,260		7,756,798
				24,360,013
ELECTRICAL EQUIPMENT–1.6%
General Cable Corp.		230,130		3,428,937
Regal-Beloit Corp.		96,480		7,255,296
				10,684,233
MACHINERY–2.1%
ITT Corp.		164,110		6,639,890
Oshkosh Corp.		46,634		2,268,744
Terex Corp.		167,270		4,663,488
				13,572,122
ROAD & RAIL–1.8%
Con-way, Inc.		89,370		4,395,217
Ryder System, Inc.		82,930		7,700,050
				12,095,267
TRADING COMPANIES & DISTRIBUTORS–1.2%
WESCO International, Inc.(a)		107,200		8,169,712
				78,742,242
UTILITIES–6.6%
ELECTRIC UTILITIES–2.8%
PNM Resources, Inc.		322,000		9,540,860
Westar Energy, Inc.		218,085		8,993,825
				18,534,685
GAS UTILITIES–3.8%
Atmos Energy Corp.		137,550	$	7,667,037
Southwest Gas Corp.		151,530		9,366,069
UGI Corp.		210,220		7,984,156
				25,017,262
				43,551,947
MATERIALS–4.0%
CHEMICALS–1.4%
A Schulman, Inc.		135,490		5,491,409
Huntsman Corp.		153,650		3,500,147
				8,991,556
CONTAINERS & PACKAGING–1.8%
Avery Dennison Corp.		130,130		6,751,145
Graphic Packaging Holding Co.(a)		369,220		5,028,776
				11,779,921
METALS & MINING–0.8%
Steel Dynamics, Inc.		267,450		5,279,463
				26,050,940
HEALTH CARE–3.2%
HEALTH CARE PROVIDERS & SERVICES–3.2%
LifePoint Hospitals, Inc.(a)		105,965		7,619,943
Molina Healthcare, Inc.(a)		90,050		4,820,377
WellCare Health Plans, Inc.(a)		104,790		8,599,067
				21,039,387
CONSUMER STAPLES–2.6%
FOOD PRODUCTS–2.6%
Dean Foods Co.		581,020		11,260,168
Ingredion, Inc.		68,300		5,794,572
				17,054,740
ENERGY–2.0%
OIL, GAS & CONSUMABLE FUELS–2.0%
Bill Barrett Corp.(a)		380,720		4,336,401
Rosetta Resources, Inc.(a)		221,060		4,931,849
SM Energy Co.		100,290		3,869,188
				13,137,438
Total Common Stocks (cost $533,563,594)				647,773,093
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.6%
TIME DEPOSIT–1.6%
State Street Time Deposit 0.01%, 1/02/15 (cost $10,857,936)	$	10,858		10,857,936

7

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Total Investments Before Security Lending Collateral for Securities Loaned–99.9% (cost $544,421,530)			$	658,631,029
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.4%
INVESTMENT COMPANIES–1.4%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $9,098,900)		9,098,900		9,098,900
TOTAL INVESTMENTS–101.3%
(cost $553,520,430)				667,729,929
Other assets less liabilities–(1.3)%				(8,672,086	)
NET ASSETS–100.0%			$	659,057,843

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $544,421,530)	$	658,631,029	(a)
Affiliated issuers (cost $9,098,900—investment of cash collateral for securities loaned)		9,098,900
Receivable for investment securities sold		2,456,909
Dividends and interest receivable		791,724
Receivable for capital stock sold		121,099
Total assets		671,099,661
LIABILITIES
Payable for collateral received on securities loaned		9,098,900
Payable for capital stock redeemed		1,146,737
Payable for investment securities purchased		1,143,845
Advisory fee payable		414,518
Distribution fee payable		93,797
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		131,599
Total liabilities		12,041,818
NET ASSETS	$	659,057,843
COMPOSITION OF NET ASSETS
Capital stock, at par	$	30,173
Additional paid-in capital		441,725,017
Undistributed net investment income		4,069,933
Accumulated net realized gain on investment transactions		99,023,221
Net unrealized appreciation on investments		114,209,499
	$	659,057,843

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	211,679,812		9,643,456	$	21.95
B	$	447,378,031		20,529,652	$	21.79

(a) Includes securities on loan with a value of $8,843,827 (see Note E).

See notes to financial statements.

9

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	10,226,536
Affiliated issuers		4,241
Interest		771
Securities lending income		166,369
		10,397,917
EXPENSES
Advisory fee (see Note B)		4,992,339
Distribution fee—Class B		1,130,137
Transfer agency—Class A		2,761
Transfer agency—Class B		5,840
Custodian		140,409
Printing		136,892
Audit and tax		51,232
Legal		50,480
Administrative		48,434
Directors’ fees		4,503
Miscellaneous		21,186
Total expenses		6,584,213
Net investment income		3,813,704
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		101,341,097
Net change in unrealized appreciation/depreciation of investments		(47,350,031	)
Net gain on investment transactions		53,991,006
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	57,804,770

See notes to financial statements.

10

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	3,813,704		$	3,572,380
Net realized gain on investment transactions		101,341,097			76,474,917
Net change in unrealized appreciation/depreciation of investments		(47,350,031	)		108,998,800
Net increase in net assets from operations		57,804,770			189,046,097
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,452,999	)		(1,173,072	)
Class B		(2,092,707	)		(1,768,157	)
Net realized gain on investment transactions
Class A		(23,966,237	)		(10,888,972	)
Class B		(51,622,589	)		(24,158,193	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(9,435,791	)		34,149,805
Total increase (decrease)		(30,765,553	)		185,207,508
NET ASSETS
Beginning of period		689,823,396			504,615,888
End of period (including undistributed net investment income of $4,069,933 and $3,816,816, respectively)	$	659,057,843		$	689,823,396

See notes to financial statements.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

12

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

647,773,093

$

–0

–

$

–0

–

$

647,773,093

Short-Term Investments

–0

–

10,857,936

–0

–

10,857,936

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

9,098,900

–0

–

–0

–

9,098,900

Total Investments in Securities

656,871,993

10,857,936

–0

–

667,729,929

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

656,871,993

$

10,857,936

$

–0

–

$

667,729,929

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

14

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2014, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,434.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $826,048, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	297,007,006	$	385,378,095

15

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	555,092,828
Gross unrealized appreciation		136,945,425
Gross unrealized depreciation		(24,308,324	)
Net unrealized appreciation	$	112,637,101

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $8,843,827 and had received cash collateral which has been invested into AB Exchange Reserves of $9,098,900. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $166,369 and $4,241 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	9,820	$	95,621	$	96,342	$	9,099

16

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		1,246,289			2,218,096		$	28,041,665		$	45,752,106
Shares issued in reinvestment of dividends and distributions		1,203,562			588,680			25,419,235			12,062,044
Shares redeemed		(2,294,010	)		(2,193,629	)		(53,028,466	)		(44,891,426	)
Net increase		155,841			613,147		$	432,434		$	12,922,724
Class B
Shares sold		1,725,536			4,088,375		$	38,451,925		$	85,041,955
Shares issued in reinvestment of dividends and distributions		2,559,090			1,272,146			53,715,296			25,926,350
Shares redeemed		(4,538,703	)		(4,364,028	)		(102,035,446	)		(89,741,224	)
Net increase (decrease)		(254,077	)		996,493		$	(9,868,225	)	$	21,227,081

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

17

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	14,929,994	$	15,132,800
Net long-term capital gains		64,204,538		22,855,594
Total taxable distributions	$	79,134,532	$	37,988,394

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,996,752
Undistributed net capital gain		94,668,801
Unrealized appreciation/(depreciation)		112,637,101	(a)
Total accumulated earnings/(deficit)	$	217,302,654

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to return of capital distributions received from underlying securities resulted in a net decrease in undistributed net investment income and a net increase in accumulated net realized gain on investment transactions. These reclassifications had no effect on net assets.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

18

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$22.89			$17.67			$15.46			$16.95			$13.41
Income From Investment Operations
Net investment income (a)		.17			.16			.13			.09			.08
Net realized and unrealized gain (loss) on investment transactions		1.82			6.41			2.72			(1.50	)		3.52
Net increase (decrease) in net asset value from operations		1.99			6.57			2.85			(1.41	)		3.60
Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.13	)		(.10	)		(.08	)		(.06	)
Distributions from net realized gain on investment transactions		(2.76	)		(1.22	)		(.54	)		–0	–		–0	–
Total dividends and distributions		(2.93	)		(1.35	)		(.64	)		(.08	)		(.06	)
Net asset value, end of period		$21.95			$22.89			$17.67			$15.46			$16.95
Total Return
Total investment return based on net asset value (b)		9.20	%		38.06	%*		18.75	%		(8.39	)%		26.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$211,680			$217,146			$156,832			$151,754			$174,068
Ratio to average net assets of:
Expenses		.82	%		.81	%		.82	%		.83	%		.84	%+
Net investment income		.75	%		.77	%		.75	%		.56	%		.56	%+
Portfolio turnover rate		45	%		56	%		50	%		70	%		54	%

See footnote summary on page 20.

19

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$22.74			$17.58			$15.38			$16.87			$13.36
Income From Investment Operations
Net investment income (a)		.11			.11			.08			.05			.05
Net realized and unrealized gain (loss) on investment transactions		1.81			6.36			2.71			(1.50	)		3.50
Net increase (decrease) in net asset value from operations		1.92			6.47			2.79			(1.45	)		3.55
Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.09	)		(.05	)		(.04	)		(.04	)
Distributions from net realized gain on investment transactions		(2.76	)		(1.22	)		(.54	)		–0	–		–0	–
Total dividends and distributions		(2.87	)		(1.31	)		(.59	)		(.04	)		(.04	)
Net asset value, end of period		$21.79			$22.74			$17.58			$15.38			$16.87
Total Return
Total investment return based on net asset value (b)		8.95	%		37.63	%*		18.47	%		(8.62	)%		26.59	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$447,378			$472,677			$347,784			$324,145			$378,436
Ratio to average net assets of:
Expenses		1.07	%		1.06	%		1.07	%		1.08	%		1.09	%+
Net investment income		.49	%		.51	%		.51	%		.31	%		.31	%+
Portfolio turnover rate		45	%		56	%		50	%		70	%		54	%

(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.

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2013 by 0.01%.

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

See notes to financial statements.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Small/Mid Cap Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Small/Mid Cap Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Small/Mid Cap Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

21

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 42.89% of dividends paid qualify for the dividends received deduction.

22

SMALL/MID CAP VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Joseph G. Paul(2), Vice President James W. MacGregor(2), Vice President Shri Singhvi(2) , Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Small/Mid-Cap Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. James W. MacGregor, and Mr. Shri Singhvi are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

23

SMALL/MID CAP VALUE PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2006, and interim CEO 1999–2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007 and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None

25

SMALL/MID CAP VALUE PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

26

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Joseph G. Paul 55	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
James W. MacGregor 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Shri Singhvi 41	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI **, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618 or visit www.abglobal.com for a free prospectus or SAI.

27

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Small/Mid Cap Value Portfolio	Specialty	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$691.8

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,161 (0.009% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

28

AllianceBernstein Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20%		0.81%	December 31
	Class B    1.45%		1.06%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

29

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$	691.8	Small & Mid Cap Value Schedule 0.95% on first $25m 0.75% on the next $25m 0.65% on the next $50m 0.55% on the balance Minimum account size $25m		0.579	%		0.750	%

The Adviser also manages AllianceBernstein Trust, Inc.—Discovery Value Fund (“Discovery Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Discovery Value Fund, and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Discovery Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2014 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Client #1	0.50% on the first $250 million 0.40% on the balance		0.468%		0.750%
	Client #2	0.95% on the first $10 million 0.75% on the next $40 million 0.65% on the next $50 million 0.55% on the balance		0.575%		0.750%
	Client #3	0.61% on the first $150 million 0.50% on the balance		0.524%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different feel level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management generally required by a registered investment company.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

30

AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Small/Mid Cap Value Portfolio		0.750		0.801	4/10

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank	Lipper EU Median (%)		Lipper EU Rank
Small/Mid Cap Value Portfolio		0.814		0.870	3/10		0.880	5/15

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

11 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund

12 Most recently completed fiscal year end Class A total expense ratio.

31

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $1,036,624 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $2,374,250 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

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AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small/Mid Cap Value Portfolio
1 year		27.86		26.99		26.99		4/10		8/22
3 year		12.83		13.31		13.27		6/10		12/21
5 year		28.43		25.95		27.30		2/10		6/20
10 year		9.62		9.75		9.69		5/7		7/12

14 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

19 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

33

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio		27.86		12.83		28.43		9.62		11.19		20.09		0.48		10
Russell 2500 Value Index		25.52		13.98		26.57		8.95		10.02		18.46		0.47		10
Russell 2500 Index		29.97		14.94		27.63		9.53		9.33		N/A		N/A		N/A
Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 22, 2014.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

34

VPS-SMCV-0151-1214

DEC    ^12.31.14

ANNUAL REPORT

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

+ VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 10, 2015

The following is an update of AllianceBernstein Variable Products Series Fund—Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2014.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of U.S. companies, generally representing approximately 90-150 companies, with relatively large market capitalizations that AllianceBernstein L.P. (the “Adviser”) believes are undervalued. The Portfolio invests in companies that are determined by the Adviser to be undervalued using the fundamental value approach of the Adviser. The fundamental value approach seeks to identify a universe of securities that are considered to be undervalued because they are attractively priced relative to their future earnings power and dividend-paying capability.

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

The Portfolio may invest in securities of non-U.S. issuers.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct investments in equity securities. ETFs may provide more efficient and economical exposure to the type of companies and geographic locations in which the Portfolio seeks to invest than direct investments.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Value Index, and the broad U.S. stock market, as represented by the Standard and Poor’s (“S&P”) 500 Index, for the one-, five- and 10-year periods ended December 31, 2014.

All share classes of the Portfolio underperformed the benchmark and the S&P 500 Index for the annual period. Security selection drove the underperformance, with particular weakness in the consumer growth, financial and capital equipment sectors. Sector selection also had a negative impact on returns, due to an overweight in energy and the Portfolio’s cash position. Security selection in the consumer cyclicals and services sector was positive, which helped to offset some of these losses.

The Portfolio did not utilize derivatives during the annual period.

MARKET REVIEW AND INVESTMENT STRATEGY

Global equity markets rose in the annual period. U.S. large-cap stocks led the gains in 2014, as a resilient economic recovery fueled earnings growth. Investors favored defensive stocks, while resources stocks fell as plunging oil prices dragged down shares of energy companies. Global economic growth continued at a slow and uneven pace. In the U.S., manufacturing indicators rose, and unemployment fell from 6.6% at the beginning of 2014 to 5.8% in November, bolstering consumer confidence and increasing the chances of a U.S. Federal Reserve rate hike in 2015. In contrast, the euro zone economy stalled. In Europe, the Central Bank lowered its 2014 eurozone growth forecast as inflation fell to its lowest level since 2009, and business activity remained weak. Renewed political turmoil in Greece and the prospect that the country would exit the European Union also weighed on investors. In Japan, gross domestic product has risen by only 0.3% over the six quarters since the Bank of Japan’s aggressive stimulus program began in April 2013, raising concerns that prime minister Shinzo Abe’s plan isn’t working. In emerging markets, Russia was hit by a perfect storm of sanctions and lower oil prices, prompting a sharp depreciation in the ruble.

The Portfolio has remained focused on attractively-valued opportunities, which are widespread across most industry sectors and regions. The U.S. Value Senior Investment Management Team prefers companies with robust cash flow generation and strong balance sheets, whose stocks are trading at deep valuation discounts.

1

VALUE PORTFOLIO
DISCLOSURES AND RISKS	AllianceBernstein Variable Products Series Fund

Benchmark Disclosure

The unmanaged Russell 1000^® Value Index and the unmanaged S&P 500^® Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Value Index represents the performance of 1,000 large-cap companies within the U.S. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

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. It includes the risk that a particular style of investing, such as value, may underperform the market generally.

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

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.

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.

These risks are fully discussed in the Variable Products prospectus.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Portfolio will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For additional copies of the Portfolio’s prospectus or summary prospectus, which contains this and other information, call your financial advisor or 800.984.7654. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. Performance assumes reinvestment of distributions and does not account for taxes.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

2

VALUE PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	NAV Returns
PERIODS ENDED DECEMBER 31, 2014 (unaudited)	1 Year		5 Years*		10 Years*
Value Portfolio Class A†		11.10%		13.68%		5.30%
Value Portfolio Class B†		10.77%		13.37%		5.05%
Russell 1000 Value Index		13.45%		15.42%		7.30%
S&P 500 Index		13.69%		15.45%		7.67%
*    Average annual returns. †   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of all share classes of the Portfolio for the annual period ended December 31, 2014 by 0.04%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.73% and 0.98% for Class A and Class B shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/04 – 12/31/14 (unaudited)

This chart illustrates the total value of an assumed $10,000 investment in Value Portfolio Class A shares (from 12/31/04 to 12/31/14) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Value Index, and the broad U.S. stock market, as represented by the S&P 500 Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on page 2.

3

VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value July 1, 2014		Ending Account Value December 31, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,036.70	$	4.11		0.80	%
Hypothetical (5% annual return before expenses)*	$	1,000	$	1,021.17	$	4.08		0.80	%
Class B
Actual	$	1,000	$	1,035.10	$	5.39		1.05	%
Hypothetical (5% annual return before expenses)*	$	1,000	$	1,019.91	$	5.35		1.05	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	4,114,025		3.6	%
Pfizer, Inc.		3,635,205		3.2
Wells Fargo & Co.		3,360,466		2.9
Bank of America Corp.		3,313,800		2.9
Johnson & Johnson		2,959,331		2.6
Hewlett-Packard Co.		2,865,282		2.5
Microsoft Corp.		2,617,597		2.3
AT&T, Inc.		2,364,736		2.1
Capital One Financial Corp.		2,360,930		2.1
JPMorgan Chase & Co.		2,327,976		2.0
	$	29,919,348		26.2	%

SECTOR BREAKDOWN^†

December 31, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	31,037,405		26.8	%
Information Technology		16,706,686		14.4
Health Care		14,772,114		12.8
Energy		13,638,759		11.8
Consumer Discretionary		12,100,315		10.5
Utilities		7,717,240		6.7
Industrials		7,040,400		6.1
Consumer Staples		4,720,662		4.1
Telecommunication Services		3,618,147		3.1
Materials		2,492,468		2.1
Short-Term Investments		1,801,134		1.6
Total Investments	$	115,645,330		100.0	%

* Long-term investments.

† The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

5

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.7%
FINANCIALS–27.2%
BANKS–9.6%
Bank of America Corp.		185,232	$	3,313,800
Citigroup, Inc.		15,100		817,061
Comerica, Inc.		16,000		749,440
Fifth Third Bancorp		19,800		403,425
JPMorgan Chase & Co.		37,200		2,327,976
Wells Fargo & Co.		61,300		3,360,466
				10,972,168
CAPITAL MARKETS–2.0%
Bank of New York Mellon Corp. (The)		13,500		547,695
Goldman Sachs Group, Inc. (The)		2,977		577,032
Morgan Stanley		15,717		609,820
State Street Corp.		7,300		573,050
				2,307,597
CONSUMER FINANCE–4.5%
Capital One Financial Corp.		28,600		2,360,930
Discover Financial Services		27,300		1,787,877
SLM Corp.		92,700		944,613
				5,093,420
DIVERSIFIED FINANCIAL SERVICES–1.1%
Berkshire Hathaway, Inc.– Class B(a)		8,100		1,216,215
INSURANCE–10.0%
ACE Ltd.		3,725		427,928
Allstate Corp. (The)		32,200		2,262,050
American Financial Group, Inc./OH		21,900		1,329,768
American International Group, Inc.		33,900		1,898,739
Aon PLC		12,533		1,188,504
Aspen Insurance Holdings Ltd.		8,000		350,160
Assurant, Inc.		4,859		332,501
Chubb Corp. (The)		5,603		579,743
Hanover Insurance Group, Inc. (The)		10,400		741,728
PartnerRe Ltd.		10,627		1,212,860
Progressive Corp. (The)		6,800		183,532
Travelers Cos., Inc. (The)		7,600		804,460
Unum Group		3,900		136,032
				11,448,005
				31,037,405
INFORMATION TECHNOLOGY–14.6%
COMMUNICATIONS EQUIPMENT–2.8%
Brocade Communications Systems, Inc.		109,800		1,300,032
Cisco Systems, Inc.		46,475		1,292,702
Harris Corp.		9,171		658,661
				3,251,395
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
Arrow Electronics, Inc.(a)		7,400	$	428,386
IT SERVICES–1.9%
Booz Allen Hamilton Holding Corp.		14,300		379,379
Xerox Corp.		131,200		1,818,432
				2,197,811
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.9%
Applied Materials, Inc.		39,800		991,816
Intel Corp.		55,600		2,017,724
Micron Technology, Inc.(a)		8,980		314,390
				3,323,930
SOFTWARE–4.1%
Electronic Arts, Inc.(a)		24,929		1,172,037
Microsoft Corp.		56,353		2,617,597
Oracle Corp.		18,907		850,248
				4,639,882
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.5%
Hewlett-Packard Co.		71,400		2,865,282
				16,706,686
HEALTH CARE–12.9%
BIOTECHNOLOGY–0.9%
Gilead Sciences, Inc.(a)		10,606		999,721
HEALTH CARE PROVIDERS & SERVICES–5.1%
Aetna, Inc.		19,000		1,687,770
Anthem, Inc.		17,800		2,236,926
Express Scripts Holding Co.(a)		8,900		753,563
UnitedHealth Group, Inc.		11,300		1,142,317
				5,820,576
PHARMACEUTICALS–6.9%
Johnson & Johnson		28,300		2,959,331
Merck & Co., Inc.		23,900		1,357,281
Pfizer, Inc.		116,700		3,635,205
				7,951,817
				14,772,114
ENERGY–11.9%
ENERGY EQUIPMENT & SERVICES–0.2%
National Oilwell Varco, Inc.		4,445		291,281
OIL, GAS & CONSUMABLE FUELS–11.7%
Chesapeake Energy Corp.		8,500		166,345
Chevron Corp.		15,700		1,761,226
Exxon Mobil Corp.		44,500		4,114,025
Hess Corp.		24,000		1,771,680
Marathon Oil Corp.		8,200		231,978

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Marathon Petroleum Corp.		10,552	$	952,423
Murphy Oil Corp.		19,071		963,467
Occidental Petroleum Corp.		24,200		1,950,762
SM Energy Co.		900		34,722
Valero Energy Corp.		28,300		1,400,850
				13,347,478
				13,638,759
CONSUMER DISCRETIONARY–10.6%
AUTO COMPONENTS–1.5%
Lear Corp.		7,300		715,984
Magna International, Inc. (New York)–Class A		9,700		1,054,293
				1,770,277
AUTOMOBILES–1.6%
Ford Motor Co.		118,300		1,833,650
HOUSEHOLD DURABLES–0.3%
PulteGroup, Inc.		18,192		390,400
MEDIA–2.9%
Liberty Global PLC–Series C(a)		25,500		1,231,905
Time Warner, Inc.		23,852		2,037,438
				3,269,343
MULTILINE RETAIL–1.4%
Dillard’s, Inc.–Class A		2,500		312,950
Dollar General Corp.(a)		17,400		1,230,180
				1,543,130
SPECIALTY RETAIL–2.9%
Foot Locker, Inc.		22,636		1,271,691
GameStop Corp.–Class A(b)		30,300		1,024,140
Office Depot, Inc.(a)		116,348		997,684
				3,293,515
				12,100,315
UTILITIES–6.8%
ELECTRIC UTILITIES–3.4%
American Electric Power Co., Inc.		16,600		1,007,952
Edison International		33,000		2,160,840
Westar Energy, Inc.		17,000		701,080
				3,869,872
GAS UTILITIES–1.6%
Atmos Energy Corp.		10,700		596,418
UGI Corp.		31,650		1,202,067
				1,798,485
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–1.3%
Calpine Corp.(a)		58,414		1,292,702
NRG Energy, Inc.		5,615		151,324
				1,444,026
MULTI-UTILITIES–0.5%
CenterPoint Energy, Inc.		8,192		191,939
DTE Energy Co.		2,000		172,740
Public Service Enterprise Group, Inc.		5,800	$	240,178
				604,857
				7,717,240
INDUSTRIALS–6.2%
AEROSPACE & DEFENSE–1.3%
General Dynamics Corp.		3,500		481,670
L-3 Communications Holdings, Inc.		8,219		1,037,320
				1,518,990
AIRLINES–1.8%
Delta Air Lines, Inc.		41,200		2,026,628
INDUSTRIAL CONGLOMERATES–1.2%
General Electric Co.		52,700		1,331,729
MACHINERY–1.9%
Caterpillar, Inc.		11,106		1,016,532
Dover Corp.		4,252		304,953
ITT Corp.		20,800		841,568
				2,163,053
				7,040,400
CONSUMER STAPLES–4.1%
BEVERAGES–0.1%
Molson Coors Brewing Co.–Class B		1,600		119,232
FOOD & STAPLES RETAILING–2.2%
CVS Health Corp.		12,200		1,174,982
Kroger Co. (The)		21,000		1,348,410
				2,523,392
FOOD PRODUCTS–1.1%
Archer-Daniels-Midland Co.		7,000		364,000
Ingredion, Inc.		11,077		939,773
				1,303,773
HOUSEHOLD PRODUCTS–0.7%
Procter & Gamble Co. (The)		8,500		774,265
				4,720,662
TELECOMMUNICATION SERVICES–3.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.3%
AT&T, Inc.		70,400		2,364,736
CenturyLink, Inc.		6,200		245,396
				2,610,132
WIRELESS TELECOMMUNICATION SERVICES–0.9%
Vodafone Group PLC (Sponsored ADR)		29,500		1,008,015
				3,618,147

7

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MATERIALS–2.2%
CHEMICALS–2.0%
CF Industries Holdings, Inc.		725	$	197,591
Eastman Chemical Co.		11,200		849,632
LyondellBasell Industries NV–Class A		15,400		1,222,606
				2,269,829
METALS & MINING–0.2%
Alcoa, Inc.		14,100		222,639
				2,492,468
Total Common Stocks (cost $86,880,830)				113,844,196
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.6%
TIME DEPOSIT–1.6%
State Street Time Deposit 0.01%, 1/02/15 (cost $1,801,134)	$	1,801		1,801,134
Total Investments Before Security Lending Collateral for Securities Loaned–101.3% (cost $88,681,964)				115,645,330
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.9%
INVESTMENT COMPANIES–0.9%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $1,052,925)		1,052,925	$	1,052,925
TOTAL INVESTMENTS–102.2% (cost $89,734,889)				116,698,255
Other assets less liabilities–(2.2)%				(2,505,461	)
NET ASSETS–100.0%			$	114,192,794

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2014	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $88,681,964)	$	115,645,330	(a)
Affiliated issuers (cost $1,052,925—investment of cash collateral for securities loaned)		1,052,925
Receivable for investment securities sold		278,665
Dividends and interest receivable		147,917
Receivable for capital stock sold		1,912
Receivable from class action settlement proceeds		3,265
Total assets		117,130,014
LIABILITIES
Payable for investment securities purchased		1,628,420
Payable for collateral received on securities loaned		1,052,925
Payable for capital stock redeemed		84,411
Advisory fee payable		53,719
Distribution fee payable		23,967
Administrative fee payable		12,310
Transfer Agent fee payable		112
Accrued expenses		81,356
Total liabilities		2,937,220
NET ASSETS	$	114,192,794
COMPOSITION OF NET ASSETS
Capital stock, at par	$	7,428
Additional paid-in capital		110,279,968
Undistributed net investment income		1,856,727
Accumulated net realized loss on investment and foreign currency transactions		(24,914,695	)
Net unrealized appreciation on investments		26,963,366
	$	114,192,794

Net Asset Value Per Share—1 billion shares of capital stock authorized, $ .001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	2,050,065		132,290	$	15.50
B	$	112,142,729		7,296,134	$	15.37

(a) Includes securities on loan with a value of $1,024,140 (see Note E).

See notes to financial statements.

9

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2014	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $8,747)	$	3,121,643
Affiliated issuers		242
Interest		137
Securities lending income		10,026
	$	3,132,048
EXPENSES
Advisory fee (see Note B)		677,619
Distribution fee—Class B		302,455
Transfer agency—Class A		113
Transfer agency—Class B		6,193
Custodian		80,148
Printing		69,371
Administrative		48,434
Audit and tax		40,998
Legal		33,177
Directors’ fees		4,504
Miscellaneous		8,273
Total expenses		1,271,285
Net investment income		1,860,763
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		19,670,880
Net change in unrealized appreciation/depreciation of investments		(9,092,103	)
Net gain on investment transactions		10,578,777
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	12,439,540

See notes to financial statements.

10

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Year Ended December 31, 2014			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,860,763		$	1,944,369
Net realized gain on investment transactions		19,670,880			26,346,896
Net change in unrealized appreciation/depreciation of investments		(9,092,103	)		19,276,766
Net increase in net assets from operations		12,439,540			47,568,031
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(42,060	)		(44,293	)
Class B		(1,898,144	)		(2,863,346	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(30,782,902	)		(69,636,711	)
Total decrease		(20,283,566	)		(24,976,319	)
NET ASSETS
Beginning of period		134,476,360			159,452,679
End of period (including undistributed net investment income of $1,856,727 and $1,936,168, respectively)	$	114,192,794		$	134,476,360

See notes to financial statements.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2014	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology pertains to short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. 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.

12

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of December 31, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

113,844,196

$

–0

–

$

–0

–

$

113,844,196

Short-Term Investments

–0

–

1,801,134

–0

–

1,801,134

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,052,925

–0

–

–0

–

1,052,925

Total Investments in Securities

114,897,121

1,801,134

–0

–

116,698,255

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

114,897,121

$

1,801,134

$

–0

–

$

116,698,255

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

14

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the year ended December 31, 2014, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2014, the reimbursement for such services amounted to $48,434.

Brokerage commissions paid on investment transactions for the year ended December 31, 2014 amounted to $97,465, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,385 for the year ended December 31, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	50,709,951	$	81,702,249

15

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	90,053,452
Gross unrealized appreciation		28,586,443
Gross unrealized depreciation		(1,941,640	)
Net unrealized appreciation	$	26,644,803

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio 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 other options. The Portfolio 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).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is 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 are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. 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 on 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. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At December 31, 2014, the Portfolio had securities on loan with a value of $1,024,140 and had received cash collateral which has been invested into AB Exchange Reserves of $1,052,925. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $10,026 and $242 from the borrowers and AB Exchange Reserves, respectively, for the year ended December 31, 2014; these amounts are reflected in the statement of operations. 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. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the year ended December 31, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value December 31, 2014 (000)
$	0	$	7,936	$	6,883	$	1,053

16

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2014			Year Ended December 31, 2013
Class A
Shares sold		5,694			23,224		$	83,425		$	286,557
Shares issued in reinvestment of dividends		2,832			3,455			42,059			44,293
Shares redeemed		(31,302	)		(15,732	)		(472,031	)		(196,764	)
Net increase (decrease)		(22,776	)		10,947		$	(346,547	)	$	134,086
Class B
Shares sold		201,840			405,430		$	2,930,423		$	5,020,795
Shares issued in reinvestment of dividends		128,775			225,106			1,898,144			2,863,346
Shares redeemed		(2,418,029	)		(6,229,165	)		(35,264,922	)		(77,654,938	)
Net decrease		(2,087,414	)		(5,598,629	)	$	(30,436,355	)	$	(69,770,797	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the year ended December 31, 2014.

17

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	1,940,204	$	2,907,639
Total taxable distributions paid	$	1,940,204	$	2,907,639

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,856,727
Accumulated capital and other losses		(24,596,132	)(a)
Unrealized appreciation/(depreciation)		26,644,803	(b)
Total accumulated earnings/(deficit)	$	3,905,398

(a) On December 31, 2014, the Portfolio had a net capital loss carryforward of $24,596,132. During the fiscal year, the Portfolio utilized $19,645,492 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2014, the Portfolio had a net capital loss carryforward of $24,596,132 which will expire in 2017.

During the current fiscal year, there were no permanent differences that resulted in adjustments to undistributed net investment income, accumulated net realized loss on investment and foreign currency transactions, or additional paid-in capital.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

18

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$14.22			$10.63			$9.37			$9.84			$8.97
Income From Investment Operations
Net investment income (a)		.26			.19			.20			.17			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.31			3.70			1.26			(.50	)		.93
Net increase (decrease) in net asset value from operations		1.57			3.89			1.46			(.33	)		1.05
Less: Dividends
Dividends from net investment income		(.29	)		(.30	)		(.20	)		(.14	)		(.18	)
Net asset value, end of period		$15.50			$14.22			$10.63			$9.37			$9.84
Total Return
Total investment return based on net asset value (b)		11.10	%*		36.85	%*		15.73	%		(3.50	)%		11.81	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,050			$2,205			$1,533			$1,517			$1,707
Ratio to average net assets of:
Expenses		.79	%		.73	%		.72	%		.71	%		.71	%+
Net investment income		1.74	%		1.51	%		1.98	%		1.78	%		1.37	%+
Portfolio turnover rate		42	%		44	%		40	%		62	%		73	%

See footnote summary on page 20.

19

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Year Ended December 31,
	2014			2013			2012			2011			2010
Net asset value, beginning of period		$14.10			$10.54			$9.28			$9.75			$8.90
Income From Investment Operations
Net investment income (a)		.22			.16			.17			.15			.10
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.29			3.66			1.26			(.50	)		.91
Net increase (decrease) in net asset value from operations		1.51			3.82			1.43			(.35	)		1.01
Less: Dividends
Dividends from net investment income		(.24	)		(.26	)		(.17	)		(.12	)		(.16	)
Net asset value, end of period		$15.37			$14.10			$10.54			$9.28			$9.75
Total Return
Total investment return based on net asset value (b)		10.77	%*		36.49	%*		15.54	%		(3.78	)%		11.42	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$112,143			$132,271			$157,920			$175,183			$212,522
Ratio to average net assets of:
Expenses		1.04	%		.98	%		.97	%		.96	%		.96	%+
Net investment income		1.51	%		1.28	%		1.72	%		1.51	%		1.12	%+
Portfolio turnover rate		42	%		44	%		40	%		62	%		73	%

(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.

* 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, 2014, December 31, 2013, and December 31, 2010 by 0.04%%, 0.07%, and 0.01%, respectively.

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

See notes to financial statements.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors and Shareholders of AllianceBernstein Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”)) as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Value Portfolio (one of the funds constituting AllianceBernstein Variable Products Series Fund, Inc.) at December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 13, 2015

21

2014 TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Portfolio during the taxable year ended December 31, 2014. For corporate shareholders, 100% of dividends paid qualify for the dividends received deduction.

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VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
Marshall C. Turner, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) William H. Foulk, Jr.(1) D. James Guzy(1)	Nancy P. Jacklin(1) Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Christopher W. Marx(2), Vice President Joseph G. Paul(2), Vice President Gregory L. Powell(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer
CUSTODIAN AND ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company	Seward & Kissel LLP
State Street Corporation CCB/5 1 Iron Street	One Battery Park Plaza New York, NY 10004
Boston, MA 02210
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc.	AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas	P.O. Box 786003
New York, NY 10105	San Antonio, TX 78278-6003
	Toll-free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the U.S. Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. Christopher W. Marx and Mr. Gregory L. Powell are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

23

VALUE PORTFOLIO
MANAGEMENT OF THE FUND	AllianceBernstein Variable Products Series Fund

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
INTERESTED DIRECTOR
Robert M. Keith, # 1345 Avenue of the Americas New York, NY 10105 54 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		116	None
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr., ## Chairman of the Board 73 (2005)	Private Investor since prior to 2010. Former CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003-2006, and interim CEO 1999-2000. He has extensive operating and early-stage investment experience, including prior service as general partner of institutional venture capital partnerships, and serves on the boards of three education and science-related non-profit organizations. He has served as a director of one AB fund since 1992, and director or trustee of multiple AB funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such Funds since February 2014.		116	Xilinx, Inc. (programmable logic semi-conductors) since 2007 and SunEdison, Inc. (solar materials and power plants) from 2007 until July 2014

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
John H. Dobkin, ## 73 (1992)	Independent Consultant since prior to 2010. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AB Funds since 1992, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		116	None
Michael J. Downey, ## 71 (2005)	Private Investor since prior to 2010. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005 and is a director and Chairman of one other registered investment company.		116	Asia Pacific Fund, Inc. (registered investment company) since prior to 2010, and The Merger Fund (registered investment company) since prior to 2010 until 2013
William H. Foulk, Jr., ## 82 (1990)	Investment Adviser and an Independent Consultant since prior to 2010. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AB Funds since 1983, and was Chairman of the Independent Directors Committees of the AB Funds from 2003 until early February 2014. He served as Chairman of such Funds from 2003 through December 2013. He is also active in a number of mutual fund related organizations and committees.		116	None

25

VALUE PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
D. James Guzy, ## 78 (2005)	Chairman of the Board of SRC Computers, Inc. (semi-conductors), with which he has been associated since prior to 2010. He served as Chairman of the Board of PLX Technology (semi-conductors) since prior to 2010 until November 2013. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and served as Chairman of the Finance Committee of such company for several years until May 2008. He has served as a director or trustee of one or more of the AB Funds since 1982.		116	PLX Technology (semi-conductors) since prior to 2010 until November 2013 and Cirrus Logic Corporation (semi-conductors) since prior to 2010 until July 2011
Nancy P. Jacklin, ## 66 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chairman of the Governance and Nominating Committees of the Funds since August 2014.		116	None
Garry L. Moody, ## 62 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995–2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993–1995); and Partner, Ernst & Young LLP (1975–1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of both the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds, and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		116	None

26

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER DIRECTORSHIP HELD BY DIRECTOR IN THE PAST FIVE YEARS
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner, ## 75 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		116	None

* The address for each of the Portfolio’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

27

VALUE PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Portfolio’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 54	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 69	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AB Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Christopher W. Marx 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Joseph G. Paul 55	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Gregory L. Powell 56	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2010.
Emilie D. Wrapp 59	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2010.
Joseph J. Mantineo 55	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2010.
Phyllis J. Clarke 54	Controller	Vice President of ABIS**, with which she has been associated since prior to 2010.
Vincent S. Noto 50	Chief Compliance Officer	Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since prior to 2010.

* The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or the Adviser at (800) 227-4618, or visit www.abglobal.com, for a free prospectus or SAI.

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VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/14 ($MIL)
Value Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$128.2

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

29

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,163 (0.036% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Value Portfolio	Class A     1.20%		0.73%	December 31
	Class B     1.45%		0.98%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similaritis and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

30

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Value Portfolio	$128.2	U.S. Diversified Value		0.446	%		0.550	%
		0.65% on 1st $25 million
		0.50% on next $25 million
		0.40% on next $50 million
		0.30% on next $100 million
		0.25% on the balance
		Minimum account size: $25 m

The Adviser also manages AllianceBernstein Trust, Inc.—Value Fund (“Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Value Portfolio	Value Fund	0.55% on first $2.5 billion		0.550	%		0.550	%
		0.45% on next $2.5 billion
		0.40% on the balance

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2014 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Value Portfolio	Client #17	0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.448%		0.550%
	Client #27	0.30% of the average daily net assets		0.300%		0.550%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The client is an affiliate of the Adviser.

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VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
Value Portfolio		0.550		0.743		1/12

Lipper also analyzed the Portfolio’s most recently competed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Value Portfolio		0.730		0.775		3/12		0.763		14/33

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level .The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1”would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

32

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $374,964 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $895,802 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economics of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2013.

33

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Value Portfolio
1 year		27.39		24.40		23.64		3/12		9/50
3 year		12.92		12.70		12.91		4/11		22/44
5 year		21.89		21.81		21.89		5/10		21/42
10 year		4.98		6.78		6.86		8/9		29/30

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the four years.

16 As mentioned previously, the Supreme Court cautioned against mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economis of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

34

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Value Portfolio		27.39		12.92		21.89		4.98		7.88		16.33		0.28		10
Russell 1000 Value Index		23.44		14.05		23.18		7.24		9.70		15.52		0.42		10
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

35

VPS-VAL-0151-1214

ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors William H. Foulk, Jr and Garry L. Moody. qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include multi-class distribution testing, advice and education on accounting and auditing issues, and consent letters; and (iii) tax compliance, tax advice and tax return preparation.

		Audit Fees		Audit-Related Fees		Tax Fees
AllianceBernstein Balanced Wealth Strategy Portfolio	2013		45,500		—		25,662
	2014		68,071		—		31,211
AllianceBernstein Global Thematic Growth Portfolio	2013		27,500		—		18,348
	2014		39,530		—		24,602
AllianceBernstein Growth Portfolio	2013		26,000		—		10,563
	2014		29,609		—		10,737
AllianceBernstein Growth and Income Portfolio	2013		26,000		—		11,148
	2014		29,609		—		11,322
AllianceBernstein Intermediate Bond Portfolio	2013		40,000		—		9,725
	2014		64,103		—		9,738
AllianceBernstein International Growth Portfolio	2013		27,500		—		19,405
	2014		39,530		—		24,604
AllianceBernstein International Value Portfolio	2013		27,500		—		17,180
	2014		39,530		—		24,634
AllianceBernstein Large Cap Growth Portfolio	2013		26,000		—		10,563
	2014		29,609		—		10,737
AllianceBernstein Real Estate Investment Portfolio	2013		27,500		—		18,445
	2014		33,578		—		18,619
AllianceBernstein Small Cap Growth Portfolio	2013		26,000		—		10,479
	2014		29,609		—		9,733
AllianceBernstein Small-Mid Cap Value Portfolio	2013		26,000		—		16,744
	2014		33,578		—		16,918
AllianceBernstein Value Portfolio	2013		26,000		—		10,479
	2014		29,609		—		10,653
AllianceBernstein Dynamic Asset Allocation Portfolio	2013		45,500		—		18,445
	2014		80,281		—		18,619

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre- approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AllianceBernstein Balanced Wealth Strategy Portfolio	2013	$	268,609		25,662
					—
					(25,662	)
	2014	$	374,394		31,211
					—
					(31,211	)
AllianceBernstein Global Thematic Growth Portfolio	2013	$	275,923		18,348
					—
					(18,348	)
	2014	$	381,003		24,602
					—
					(24,602	)
AllianceBernstein Growth Portfolio	2013	$	283,708		10,563
					—
					(10,563	)
	2014	$	394,868		10,737
					—
					(10,737	)
AllianceBernstein Growth and Income Portfolio	2013	$	283,123		11,148
					—
					(11,148	)
	2014	$	394,283		11,322
					—
					(11,322	)
AllianceBernstein Intermediate Bond Portfolio	2013	$	284,546		9,725
					—
					(9,725	)
	2014	$	395,867		9,738
					—
					(9,738	)
AllianceBernstein International Growth Portfolio	2013	$	274,866		19,405
					—
					(19,405	)
	2014	$	381,001		24,604
					—
					(24,604	)
AllianceBernstein International Value Portfolio	2013	$	277,091		17,180
					—
					(17,180	)
	2014	$	380,971		24,634
					—
					(24,634	)
AllianceBernstein Large Cap Growth Portfolio	2013	$	283,708		10,563
					—
					(10,563	)
	2014	$	394,868		10,737
					—
					(10,737	)
AllianceBernstein Real Estate Investment Portfolio	2013	$	275,826		18,445
					—
					(18,445	)

	2014	$	386,986	18,619
				—
				(18,619	)
AllianceBernstein Small Cap Growth Portfolio	2013	$	283,792	10,479
				—
				(10,479	)
	2014	$	395,872	9,733
				—
				(9,733	)
AllianceBernstein Small-Mid Cap Value Portfolio	2013	$	277,527	16,744
				—
				(16,744	)
	2014	$	388,687	16,918
				—
				(16,918	)
AllianceBernstein Value Portfolio	2013	$	283,792	10,479
				—
				(10,479	)
	2014	$	394,952	10,653
				—
				(10,653	)
AllianceBernstein Dynamic Asset Allocation Portfolio	2013	$	275,826	18,445
				—
				(18,445	)
	2014	$	386,986	18,619
				—
				(18,619	)

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal controls over financial reporting that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (a) (1)	Code of ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	February 10, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	February 10, 2015
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	February 10, 2015