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

AB 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

Alliance Bernstein 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, 2019

Date of reporting period: June 30, 2019

ITEM 1. REPORTS TO STOCKHOLDERS.

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ BALANCED WEALTH STRATEGY PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

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

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,118.80	$	2.84		0.54	%	$	3.99		0.76	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,022.12	$	2.71		0.54	%	$	3.81		0.76	%
Class B
Actual	$	1,000	$	1,117.20	$	4.15		0.79	%	$	5.30		1.01	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.88	$	3.96		0.79	%	$	5.06		1.01	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

SECURITY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Microsoft Corp.	$	3,790,130		1.4	%
Canadian Government Bond, 2.25%, 3/01/24		3,509,352		1.3
Royal Dutch Shell PLC		3,009,234		1.2
Alphabet, Inc.		2,949,864		1.1
Apple, Inc.		2,520,511		1.0
Japanese Government CPI Linked Bond, Series 23, 0.10%, 3/10/28		2,495,942		1.0
Facebook, Inc.		2,417,904		0.9
Brazil Letras do Tesouro Nacional, Series LTN, Zero Coupon, 7/01/19		2,211,877		0.9
Visa, Inc.		1,914,230		0.7
Roche Holding AG		1,913,249		0.7
	$	26,732,293		10.2	%

SECURITY TYPE BREAKDOWN²

June 30, 2019 (unaudited)

SECURITY TYPE	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Common Stocks	$	169,593,140		64.9	%
Corporates—Investment Grade		23,363,362		8.9
Governments—Treasuries		23,298,540		8.9
Inflation-Linked Securities		8,400,977		3.2
Mortgage Pass-Throughs		6,781,488		2.6
Collateralized Mortgage Obligations		6,173,724		2.4
Commercial Mortgage-Backed Securities		4,532,574		1.7
Corporates—Non-Investment Grade		4,139,710		1.6
Emerging Markets—Treasuries		2,928,167		1.1
Covered Bonds		2,332,392		0.9
Collateralized Loan Obligations		1,366,645		0.5
Emerging Markets—Sovereigns		968,494		0.4
Governments—Sovereign Bonds		950,844		0.4
Other3		2,044,336		0.8
Short-Term Investments		4,480,075		1.7
Total Investments	$	261,354,468		100.0	%

1 Long-term investments. Table shown includes investments of Underlying Portfolios.

2 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). Table shown includes investments of Underlying Portfolios.

3 “Other” represents less than 0.3% weightings in the following security types: Asset-Backed Securities, Emerging Markets—Corporate Bonds, Equity Linked Notes, Investment Companies, Preferred Stocks, Quasi-Sovereigns and Rights.

2

BALANCED WEALTH STRATEGY PORTFOLIO
COUNTRY BREAKDOWN1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
United States	$	133,290,819		51.0	%
Japan		18,125,064		6.9
United Kingdom		13,841,890		5.3
France		8,409,549		3.2
Canada		8,178,230		3.1
Italy		8,010,219		3.1
Switzerland		6,708,715		2.6
China		5,488,931		2.1
Brazil		4,957,470		1.9
Spain		4,861,122		1.9
Australia		4,016,973		1.5
Germany		3,656,376		1.4
Netherlands		3,135,044		1.2
Other		34,193,991		13.1
Short-Term Investments		4,480,075		1.7
Total Investments	$	261,354,468		100.0	%

1 All data are as of June 30, 2019. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. Table shown includes investments of Underlying Portfolios. “Other” country weightings represent 1.1% or less in the following countries: Argentina, Austria, Belgium, Bermuda, Cayman Islands, Chile, Colombia, Denmark, Dominican Republic, Egypt, Finland, Georgia, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Ivory Coast, Kenya, Kuwait, Luxembourg, Malaysia, Malta, Mexico, New Zealand, Nigeria, Norway, Peru, Philippines, Poland, Portugal, Qatar, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Sri Lanka, Sweden, Taiwan, Thailand, Turkey, United Arab Emirates and Vietnam.

3

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–39.4%
INFORMATION TECHNOLOGY–7.3%
COMMUNICATIONS EQUIPMENT–0.6%
Cisco Systems, Inc.		18,342	$	1,003,858
F5 Networks, Inc.(a)		2,539		369,754
				1,373,612
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%
CDW Corp./DE		3,966		440,226
IT SERVICES–1.7%
Accenture PLC–Class A		524		96,819
Automatic Data Processing, Inc.		4,394		726,460
Fidelity National Information Services, Inc.		5,142		630,821
Mastercard, Inc.–Class A		464		122,742
Paychex, Inc.		919		75,625
PayPal Holdings, Inc.(a)		7,404		847,461
VeriSign, Inc.(a)		321		67,140
Visa, Inc.–Class A(b)		10,790		1,872,605
				4,439,673
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.0%
Broadcom, Inc.		2,383		685,970
QUALCOMM, Inc.		496		37,731
Texas Instruments, Inc.		9,374		1,075,761
Xilinx, Inc.		7,075		834,284
				2,633,746
SOFTWARE–2.8%
Adobe, Inc.(a)		1,318		388,349
Cadence Design Systems, Inc.(a)		1,026		72,651
Check Point Software Technologies Ltd.(a)(b)		5,647		652,850
Citrix Systems, Inc.–Class C		3,496		343,097
Constellation Software, Inc./Canada		13		12,252
Dassault Systemes SE		53		8,454
Intuit, Inc.		331		86,500
Microsoft Corp.		28,293		3,790,131
Oracle Corp.		22,966		1,308,373
Temenos AG		227		40,645
Trend Micro, Inc./Japan		700		31,279
VMware, Inc.–Class A		3,392		567,176
				7,301,757
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.0%
Apple, Inc.		12,735		2,520,511
				18,709,525
FINANCIALS–5.0%
BANKS–2.2%
Australia & New Zealand Banking Group Ltd.		344	$	6,828
Bank Leumi Le-Israel BM		2,820		20,383
Bank of America Corp.		51,922		1,505,738
Barclays PLC		30,813		58,608
Bendigo & Adelaide Bank Ltd.		3,812		31,028
Citigroup, Inc.		17,202		1,204,656
JPMorgan Chase & Co.		13,268		1,483,362
Lloyds Banking Group PLC		77,099		55,374
National Bank of Canada		244		11,591
Royal Bank of Scotland Group PLC		3,032		8,457
Wells Fargo & Co.		29,173		1,380,466
				5,766,491
CAPITAL MARKETS–0.5%
BlackRock, Inc.–Class A		116		54,439
CI Financial Corp.		1,915		31,206
Daiwa Securities Group, Inc.		7,700		33,806
Goldman Sachs Group, Inc. (The)		4,536		928,066
Japan Exchange Group, Inc.		1,400		22,298
Moody’s Corp.		101		19,726
MSCI, Inc.–Class A		150		35,819
Partners Group Holding AG		25		19,660
Singapore Exchange Ltd.		4,100		24,020
				1,169,040
CONSUMER FINANCE–0.3%
Synchrony Financial		22,673		786,073
DIVERSIFIED FINANCIAL SERVICES–0.7%
Berkshire Hathaway, Inc.–Class B(a)		8,073		1,720,921
INSURANCE–1.3%
Admiral Group PLC		1,703		47,754
AIA Group Ltd.		600		6,479
American International Group, Inc.		1,549		82,531
Everest Re Group Ltd.		3,413		843,625
Fidelity National Financial, Inc.		27,759		1,118,688
Japan Post Holdings Co., Ltd.		700		7,928
Legal & General Group PLC		10,582		36,254
MetLife, Inc.		1,689		83,893
Progressive Corp. (The)		12,886		1,029,978
Tokio Marine Holdings, Inc.		800		40,140
				3,297,270
				12,739,795
HEALTH CARE–4.6%
BIOTECHNOLOGY–0.9%
AbbVie, Inc.		953		69,302
Amgen, Inc.		407		75,002
Biogen, Inc.(a)		2,682		627,239
BioMarin Pharmaceutical, Inc.(a)		62		5,310
Gilead Sciences, Inc.		13,542		914,898
Incyte Corp.(a)		631		53,610

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Vertex Pharmaceuticals, Inc.(a)		3,252	$	596,352
				2,341,713
HEALTH CARE EQUIPMENT & SUPPLIES–0.3%
Coloplast A/S–Class B		363		41,033
Edwards Lifesciences Corp.(a)		3,254		601,144
Hoya Corp.		500		38,427
				680,604
HEALTH CARE PROVIDERS & SERVICES–1.0%
Anthem, Inc.		3,341		942,864
Centene Corp.(a)		415		21,763
Henry Schein, Inc.(a)		1,075		75,142
McKesson Corp.		190		25,534
UnitedHealth Group, Inc.		6,276		1,531,407
				2,596,710
PHARMACEUTICALS–2.4%
Astellas Pharma, Inc.		2,900		41,327
Cronos Group, Inc.(a)		300		4,813
Eli Lilly & Co.		6,121		678,146
GlaxoSmithKline PLC		3,204		64,223
Johnson & Johnson		6,031		839,998
Merck & Co., Inc.		14,722		1,234,440
Novartis AG		81		7,395
Novo Nordisk A/S (Sponsored ADR)		9,276		473,447
Novo Nordisk A/S–Class B		1,115		56,951
Pfizer, Inc.		29,573		1,281,102
Roche Holding AG		281		79,014
Roche Holding AG (Sponsored ADR)		16,019		562,267
Sanofi		216		18,667
Shionogi & Co., Ltd.		600		34,670
UCB SA		514		42,657
Zoetis, Inc.		6,867		779,335
				6,198,452
				11,817,479
REAL ESTATE–4.6%
DIVERSIFIED REAL ESTATE ACTIVITIES–0.2%
City Developments Ltd.		9,900		69,349
Mitsubishi Estate Co., Ltd.		3,000		55,912
Mitsui Fudosan Co., Ltd.		9,000		218,738
New World Development Co., Ltd.		32,000		50,053
Sumitomo Realty & Development Co., Ltd.		900		32,197
Sun Hung Kai Properties Ltd.		7,500		127,238
UOL Group Ltd.		7,700		43,013
				596,500
DIVERSIFIED REITS–0.3%
Armada Hoffler Properties, Inc.		4,972		82,287
Empire State Realty Trust, Inc.–Class A		4,016		59,477
Essential Properties Realty Trust, Inc.		3,504	$	70,220
Fibra Uno Administracion SA de CV		13,590		18,027
Gecina SA		210		31,425
GPT Group (The)		31,181		134,729
H&R Real Estate Investment Trust		2,916		50,858
Hulic Reit, Inc.		24		41,662
Kenedix Office Investment Corp.–Class A		4		28,624
Merlin Properties Socimi SA		3,434		47,600
Mirvac Group		30,588		67,335
				632,244
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)–1.6%
CubeSmart		26,195		875,961
Equinix, Inc.		159		80,182
Link REIT		13,268		163,268
Mid-America Apartment Communities, Inc.		13,129		1,546,071
Regency Centers Corp.		18,176		1,213,066
SBA Communications Corp.(a)		305		68,576
Simon Property Group, Inc.		982		156,884
Vicinity Centres		18,210		31,353
				4,135,361
HEALTH CARE REITS–0.2%
Assura PLC		64,940		52,616
HCP, Inc.(b)		4,818		154,080
Medical Properties Trust, Inc.		5,920		103,245
Omega Healthcare Investors, Inc.		3,321		122,047
Physicians Realty Trust		3,253		56,732
				488,720
HOTEL & RESORT REITS–0.1%
Japan Hotel REIT Investment Corp.		122		98,294
Park Hotels & Resorts, Inc.		4,101		113,024
RLJ Lodging Trust		5,596		99,273
				310,591
INDUSTRIAL REITS–0.3%
Americold Realty Trust		3,297		106,889
Goodman Group		7,216		76,272
Nippon Prologis REIT, Inc.		27		62,366
Prologis, Inc.		4,248		340,265
Rexford Industrial Realty, Inc.		1,541		62,210
Segro PLC		9,016		83,709
STAG Industrial, Inc.		2,489		75,267
Tritax Big Box REIT PLC		24,260		47,574
				854,552
OFFICE REITS–0.3%
Alexandria Real Estate Equities, Inc.		1,037		146,310
Boston Properties, Inc.		1,000		129,000
CapitaLand Commercial Trust		48,000		77,026

5

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

Company	Shares		U.S. $ Value
City Office REIT, Inc.		2,980	$	35,730
Cousins Properties, Inc.		2,702		97,731
Daiwa Office Investment Corp.		6		43,047
Easterly Government Properties, Inc.		799		14,470
Great Portland Estates PLC		4,180		36,329
Inmobiliaria Colonial Socimi SA		3,248		36,176
Japan Real Estate Investment Corp.		7		42,608
Kilroy Realty Corp.		1,009		74,474
Nippon Building Fund, Inc.		9		61,646
Orix JREIT, Inc.		24		43,790
				838,337
REAL ESTATE DEVELOPMENT–0.1%
CIFI Holdings Group Co., Ltd.		40,000		26,357
CK Asset Holdings Ltd.		21,000		164,516
Instone Real Estate Group AG(a)(c)		2,310		51,904
				242,777
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Aroundtown SA		2,224		18,348
CBRE Group, Inc.–Class A(a)		13,532		694,192
Daito Trust Construction Co., Ltd.		200		25,506
Wheelock & Co., Ltd.		2,000		14,361
				752,407
REAL ESTATE OPERATING COMPANIES–0.3%
ADO Properties SA(c)		1,436		59,404
Azrieli Group Ltd.		731		49,052
CA Immobilien Anlagen AG		1,868		68,608
Castellum AB		2,062		39,456
Deutsche Wohnen SE		520		19,054
Entra ASA(c)		3,440		52,872
Fabege AB		3,932		59,205
Hemfosa Fastigheter AB		4,374		41,365
Swire Properties Ltd.		18,400		74,386
TLG Immobilien AG		3,235		94,722
Vonovia SE		3,943		188,356
Wharf Real Estate Investment Co., Ltd.		14,000		98,664
				845,144
REAL ESTATE SERVICES–0.1%
Open House Co., Ltd.		900		36,998
Unibail-Rodamco-Westfield		707		105,918
				142,916
RESIDENTIAL REITS–0.4%
American Campus Communities, Inc.		1,488		68,686
American Homes 4 Rent–Class A		4,533		110,197
Apartment Investment & Management Co.–Class A		2,035		101,994
Camden Property Trust		1,122	$	117,126
Essex Property Trust, Inc.		544		158,810
Independence Realty Trust, Inc.		8,927		103,285
Killam Apartment Real Estate Investment Trust		3,401		48,799
Nippon Accommodations Fund, Inc.		10		56,039
Northview Apartment Real Estate Investment Trust		1,815		37,283
Sun Communities, Inc.		1,028		131,779
UNITE Group PLC (The)		4,230		52,341
				986,339
RETAIL REITS–0.2%
Agree Realty Corp.		988		63,282
Brixmor Property Group, Inc.		6,784		121,298
Hammerson PLC		9,080		31,971
Japan Retail Fund Investment Corp.		12		24,271
National Retail Properties, Inc.		1,936		102,627
Retail Properties of America, Inc.–Class A		8,270		97,255
SITE Centers Corp.		3,735		49,451
				490,155
SPECIALIZED REITS–0.2%
Digital Realty Trust, Inc.(b)		1,490		175,507
EPR Properties		818		61,015
MGM Growth Properties LLC–Class A		2,510		76,931
National Storage Affiliates Trust		3,432		99,322
Safestore Holdings PLC		3,520		27,425
				440,200
				11,756,243
COMMUNICATION SERVICES–4.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.5%
Eurazeo SE		516		35,956
Telenor ASA		1,897		40,304
Verizon Communications, Inc.		19,399		1,108,265
Washington H Soul Pattinson & Co., Ltd.		809		12,510
				1,197,035
ENTERTAINMENT–0.7%
Electronic Arts, Inc.(a)		3,918		396,737
Netflix, Inc.(a)		184		67,587
Nexon Co., Ltd.(a)		2,400		35,063
Ubisoft Entertainment SA(a)		432		33,786
Walt Disney Co. (The)		8,654		1,208,444
				1,741,617
INTERACTIVE MEDIA & SERVICES–2.1%
Alphabet, Inc.–Class A(a)		32		34,650
Alphabet, Inc.–Class C(a)		2,697		2,915,214
Facebook, Inc.–Class A(a)		12,528		2,417,904
				5,367,768

6

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
MEDIA–0.8%
Comcast Corp.–Class A		35,547	$	1,502,927
Discovery, Inc.–Class A(a)(b)		19,913		611,329
Fox Corp.–Class B(a)		699		25,535
				2,139,791
WIRELESS TELECOMMUNICATION SERVICES–0.1%
Millicom International Cellular SA		518		29,159
Softbank Corp.		3,000		38,973
T-Mobile US, Inc.(a)		3,811		282,547
				350,679
				10,796,890
CONSUMER DISCRETIONARY–3.8%
AUTO COMPONENTS–0.3%
Magna International, Inc.–Class A (Canada)		615		30,601
Magna International, Inc.–Class A (United States)		12,480		620,256
				650,857
AUTOMOBILES–0.0%
Fiat Chrysler Automobiles NV		494		6,856
Ford Motor Co.		6,123		62,638
Peugeot SA		1,027		25,277
				94,771
HOTELS, RESTAURANTS & LEISURE–0.3%
Compass Group PLC		464		11,123
McDonald’s Corp.		198		41,117
Restaurant Brands International, Inc.		124		8,623
Starbucks Corp.		7,998		670,472
Whitbread PLC		939		55,249
				786,584
HOUSEHOLD DURABLES–0.1%
Berkeley Group Holdings PLC		1,025		48,578
NVR, Inc.(a)		23		77,516
Sony Corp.		300		15,765
				141,859
INTERNET & DIRECT MARKETING RETAIL–0.4%
Amazon.com, Inc.(a)		57		107,937
Booking Holdings, Inc.(a)		461		864,241
eBay, Inc.		846		33,417
Rakuten, Inc.		1,200		14,346
				1,019,941
MULTILINE RETAIL–0.4%
Dollar General Corp.		7,397		999,778
Harvey Norman Holdings Ltd.		10,592		30,310
Next PLC		714		49,999
				1,080,087
SPECIALTY RETAIL–1.9%
AutoZone, Inc.(a)		835	$	918,057
Fast Retailing Co., Ltd.		100		60,530
Hennes & Mauritz AB–Class B		2,618		46,512
Home Depot, Inc. (The)		6,733		1,400,262
Industria de Diseno Textil SA		1,557		46,846
Ross Stores, Inc.		9,159		907,840
TJX Cos., Inc. (The)		20,017		1,058,499
Ulta Salon Cosmetics & Fragrance, Inc.(a)		1,238		429,450
				4,867,996
TEXTILES, APPAREL & LUXURY GOODS–0.4%
adidas AG		166		51,355
Cie Financiere Richemont SA		562		47,757
Hermes International		26		18,743
NIKE, Inc.–Class B		10,898		914,887
Pandora A/S		1,153		41,015
Yue Yuen Industrial Holdings Ltd.		8,000		21,943
				1,095,700
				9,737,795
ENERGY–3.2%
ENERGY EQUIPMENT & SERVICES–0.1%
Halliburton Co.		6,370		144,854
Petrofac Ltd.		3,430		18,763
				163,617
OIL, GAS & CONSUMABLE FUELS–3.1%
Aker BP ASA		2,260		65,181
BP PLC		66,920		466,216
Chevron Corp.		12,014		1,495,023
Concho Resources, Inc.		730		75,321
ConocoPhillips		169		10,309
Continental Resources, Inc./OK(a)		2,940		123,745
Cosan SA		3,300		39,661
Enbridge, Inc.		254		9,174
EOG Resources, Inc.		9,649		898,900
Exxon Mobil Corp.		8,140		623,768
Gran Tierra Energy, Inc.(a)		12,450		19,490
Husky Energy, Inc.		2,834		26,857
Imperial Oil Ltd.		833		23,065
Inpex Corp.		6,100		55,286
JXTG Holdings, Inc.		23,700		118,118
LUKOIL PJSC (Sponsored ADR)(b)		1,410		118,468
Motor Oil Hellas Corinth Refineries SA		3,030		77,522
Origin Energy Ltd.		14,220		73,121
PetroChina Co., Ltd.–Class H		404,000		222,760
Petroleo Brasileiro SA (Preference Shares)		40,200		286,952
Repsol SA		15,389		241,497

7

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

Company	Shares		U.S. $ Value
Royal Dutch Shell PLC (Sponsored ADR)		16,315	$	1,072,548
Royal Dutch Shell PLC–Class A		364		11,880
Royal Dutch Shell PLC–Class B		33,470		1,096,701
S-Oil Corp.		1,054		76,553
SM Energy Co.		5,010		62,725
TC Energy Corp.		816		40,453
TOTAL SA		8,170		458,286
Tupras Turkiye Petrol Rafinerileri AS		3,690		73,191
Valero Energy Corp.		292		24,998
Woodside Petroleum Ltd.		321		8,233
				7,996,002
				8,159,619
CONSUMER STAPLES–2.7%
BEVERAGES–0.5%
Brown-Forman Corp.–Class B		802		44,455
Coca-Cola Amatil Ltd.		4,346		31,200
Monster Beverage Corp.(a)		1,238		79,021
PepsiCo, Inc.		9,049		1,186,596
				1,341,272
FOOD & STAPLES RETAILING–1.2%
Alimentation Couche-Tard, Inc.–Class B		204		12,838
Carrefour SA		2,118		40,894
Colruyt SA		676		39,244
Costco Wholesale Corp.		3,330		879,986
Empire Co., Ltd.–Class A		595		14,985
J Sainsbury PLC		18,084		44,939
Jeronimo Martins SGPS SA		1,111		17,908
Koninklijke Ahold Delhaize NV		1,845		41,420
METRO AG		2,163		39,524
Sysco Corp.		115		8,133
US Foods Holding Corp.(a)		21,411		765,657
Walmart, Inc.		11,113		1,227,875
Woolworths Group Ltd.		754		17,607
				3,151,010
FOOD PRODUCTS–0.1%
a2 Milk Co., Ltd.(a)		2,877		28,439
Hershey Co. (The)		561		75,191
JBS SA		24,300		134,285
Marine Harvest ASA(a)		4,390		102,721
Nestle SA		574		59,422
				400,058
HOUSEHOLD PRODUCTS–0.5%
Colgate-Palmolive Co.		1,176		84,284
Procter & Gamble Co. (The)		10,444		1,145,184
				1,229,468
PERSONAL PRODUCTS–0.1%
Beiersdorf AG		146		17,506
Unilever NV		926		56,262
Unilever PLC		1,047		64,993
				138,761
TOBACCO–0.3%
Altria Group, Inc.		15,244	$	721,803
				6,982,372
INDUSTRIALS–1.9%
AEROSPACE & DEFENSE–0.6%
BAE Systems PLC		7,214		45,339
Boeing Co. (The)		1,984		722,196
Raytheon Co.		3,686		640,922
				1,408,457
AIR FREIGHT & LOGISTICS–0.1%
CH Robinson Worldwide, Inc.(b)		910		76,759
Expeditors International of Washington, Inc.		952		72,219
SG Holdings Co., Ltd.		500		14,217
United Parcel Service, Inc.–Class B		712		73,528
				236,723
AIRLINES–0.3%
Delta Air Lines, Inc.		15,425		875,369
Japan Airlines Co., Ltd.		400		12,766
				888,135
BUILDING PRODUCTS–0.0%
Lennox International, Inc.		274		75,350
COMMERCIAL SERVICES & SUPPLIES–0.0%
Brambles Ltd.		3,847		34,841
Societe BIC SA		271		20,643
				55,484
INDUSTRIAL CONGLOMERATES–0.5%
Honeywell International, Inc.		6,286		1,097,473
Sembcorp Industries Ltd.		12,300		21,923
Toshiba Corp.		1,200		37,410
				1,156,806
MACHINERY–0.1%
Illinois Tool Works, Inc.		548		82,644
Spirax-Sarco Engineering PLC		454		53,000
Volvo AB–Class B		2,843		45,174
Yangzijiang Shipbuilding Holdings Ltd.		6,400		7,251
				188,069
PROFESSIONAL SERVICES–0.0%
Randstad NV		227		12,458
Thomson Reuters Corp.		499		32,191
Wolters Kluwer NV		579		42,123
				86,772
ROAD & RAIL–0.3%
Central Japan Railway Co.		200		40,101
DSV A/S		451		44,410
Norfolk Southern Corp.		3,633		724,166
Union Pacific Corp.		74		12,514
				821,191
				4,916,987

8

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
MATERIALS–1.2%
CHEMICALS–0.3%
Arkema SA		41	$	3,812
Covestro AG(c)		814		41,440
Johnson Matthey PLC		1,586		67,052
Sasol Ltd.		1,750		43,515
Sherwin-Williams Co. (The)		177		81,117
Sika AG		253		43,223
Westlake Chemical Corp.(b)		6,403		444,752
				724,911
CONSTRUCTION MATERIALS–0.0%
Grupo Cementos de Chihuahua SAB de CV		3,320		18,218
CONTAINERS & PACKAGING–0.1%
Berry Global Group, Inc.(a)		5,906		310,596
CCL Industries, Inc.–Class B		653		32,023
				342,619
METALS & MINING–0.8%
Agnico Eagle Mines Ltd.		3,815		195,593
Alcoa Corp.(a)		7,350		172,063
Anglo American PLC		1,138		32,511
Antofagasta PLC		8,570		101,230
APERAM SA		1,000		28,131
BHP Group Ltd.		842		24,476
Boliden AB		3,800		97,371
Detour Gold Corp.(a)		4,120		51,974
First Quantum Minerals Ltd.		12,860		122,163
Fortescue Metals Group Ltd.		672		4,274
Glencore PLC		82,420		285,249
Industrias Penoles SAB de CV		2,490		32,087
Kirkland Lake Gold Ltd.		494		21,283
Lundin Mining Corp.		10,430		57,424
MMC Norilsk Nickel PJSC (ADR)(b)		3,880		87,378
Newcrest Mining Ltd.		3,388		76,116
Norsk Hydro ASA		15,090		54,048
Orocobre Ltd.(a)		5,420		10,786
OZ Minerals Ltd.		6,050		42,825
Polyus PJSC (GDR)(c)		920		42,395
Rio Tinto PLC		1,640		101,505
Sumitomo Metal Mining Co., Ltd.		1,700		50,960
Syrah Resources Ltd.(a)		20,610		12,756
Vale SA (Sponsored ADR)–Class B		14,620		196,493
Wheaton Precious Metals Corp.		1,295		31,318
Yamato Kogyo Co., Ltd.		2,800		81,917
				2,014,326
PAPER & FOREST PRODUCTS–0.0%
Suzano SA		11,000		94,103
				3,194,177
UTILITIES–0.9%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.		12,952	$	1,139,906
Electricite de France SA		1,897		23,917
Exelon Corp.		1,162		55,706
NextEra Energy, Inc.		99		20,281
Power Assets Holdings Ltd.		500		3,597
Red Electrica Corp. SA		1,823		37,970
Terna Rete Elettrica Nazionale SpA		6,076		38,714
				1,320,091
MULTI-UTILITIES–0.4%
Consolidated Edison, Inc.		792		69,442
NiSource, Inc.		32,476		935,309
Sempra Energy		332		45,630
Suez		2,719		39,235
				1,089,616
				2,409,707
TRANSPORTATION–0.0%
HIGHWAYS & RAILTRACKS–0.0%
Transurban Group		9,169		94,940
BANKS–0.0%
DIVERSIFIED BANKS–0.0%
Banco Comercial Portugues SA		136,570		42,227
THRIFTS & MORTGAGE FINANCE–0.0%
LIC Housing Finance Ltd.		4,090		33,122
				75,349
HEALTH CARE EQUIPMENT & SERVICES–0.0%
HEALTH CARE FACILITIES–0.0%
Chartwell Retirement Residences		4,990		57,995
CONSUMER SERVICES–0.0%
LEISURE FACILITIES–0.0%
Planet Fitness, Inc.(a)		575		41,653
CAPITAL GOODS–0.0%
CONSTRUCTION & ENGINEERING–0.0%
Taisei Corp.		1,100		40,069
CONSUMER DURABLES & APPAREL–0.0%
HOMEBUILDING–0.0%
Lennar Corp.–Class A		802		38,865
Total Common Stocks (cost $81,395,846)				101,569,460

9

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

Company			Shares		U.S. $ Value
INVESTMENT COMPANIES–27.0%
FUNDS AND INVESTMENT TRUSTS–27.0%(d)(e)
AB Discovery Growth Fund, Inc.–Class Z				298,664	$	3,572,024
AB Discovery Value Fund, Inc.–Class Z				170,241		3,321,397
Bernstein Fund, Inc.–International Small Cap Portfolio–Class Z				811,956		8,647,330
Bernstein Fund, Inc.–International Strategic Equities Portfolio–Class Z				2,527,268		29,644,859
Bernstein Fund, Inc.–Small Cap Core Portfolio–Class Z				294,818		3,266,582
Sanford C. Bernstein Fund, Inc.–Emerging Markets Portfolio–Class Z				157,507		4,277,894
Sanford C. Bernstein Fund, Inc.–International Portfolio–Class Z				1,054,601		16,852,531
Total Investment Companies (cost $75,920,203)						69,582,617
	Principal Amount (000)
CORPORATES–INVESTMENT GRADE–9.1%
FINANCIAL INSTITUTIONS–4.6%
BANKING–3.7%
AIB Group PLC 4.75%, 10/12/23(c)		U.S.$		240		252,245
Banco Santander SA 3.25%, 4/04/26(c)		EUR		200		256,716
Bank of America Corp. 2.375%, 6/19/24(c)				176		221,027
Series Z 6.50%, 10/23/24(f)		U.S.$		77		85,110
Bank of Ireland Group PLC 4.50%, 11/25/23(c)				335		349,770
Barclays Bank PLC 6.625%, 3/30/22(c)		EUR		50		65,550
6.86%, 6/15/32(c)(f)		U.S.$		44		50,392
Barclays PLC 4.338%, 5/16/24				275		284,020
5.088%, 6/20/30				227		232,257
BNP Paribas SA 4.705%, 1/10/25 (c)				205		219,875
CaixaBank SA 1.125%, 1/12/23-5/17/24(c)		EUR		300	$	349,885
Capital One Financial Corp. 0.80%, 6/12/24				128		146,587
3.30%, 10/30/24		U.S.$		265		271,781
Citigroup, Inc. 0.75%, 10/26/23(c)		EUR		108		125,671
3.875%, 3/26/25		U.S.$		235		245,067
Compass Bank 2.875%, 6/29/22				265		267,351
5.50%, 4/01/20				314		320,613
Cooperatieve Rabobank UA 4.375%, 8/04/25				320		340,627
Credit Agricole SA/London 3.375%, 1/10/22(c)				260		265,000
Credit Suisse Group AG 2.125%, 9/12/25(c)		GBP		170		214,309
Credit Suisse Group Funding Guernsey Ltd. 3.80%, 6/09/23		U.S.$		385		400,442
Danske Bank A/S 5.375%, 1/12/24(c)				200		215,300
Goldman Sachs Group, Inc. (The) 2.00%, 7/27/23(c)		EUR		185		224,630
3.75%, 5/22/25		U.S.$		186		194,576
HSBC Holdings PLC 1.50%, 3/15/22(c)		EUR		160		189,350
4.292%, 9/12/26		U.S.$		338		359,744
4.75%, 7/04/29(c)(f)		EUR		240		286,890
JPMorgan Chase & Co. 3.22%, 3/01/25		U.S.$		265		272,184
Lloyds Banking Group PLC 1.00%, 11/09/23(c)		EUR		210		241,977
4.582%, 12/10/25		U.S.$		200		208,810
Morgan Stanley 5.00%, 11/24/25				175		193,797
Series G 1.375%, 10/27/26		EUR		342		407,022
1.75%, 3/11/24				182		220,475
Nationwide Building Society 4.00%, 9/14/26(c)		U.S.$		290		288,997
Nordea Bank Abp 3.75%, 8/30/23(c)				240		249,398
Santander Holdings USA, Inc. 4.40%, 7/13/27				265		276,785
Santander UK PLC 5.00%, 11/07/23(c)				200		211,698
Standard Chartered PLC 3.785%, 5/21/25(c)				225		230,177
UBS Group Funding Switzerland AG 7.125%, 8/10/21(c)(f)				230		241,815
US Bancorp Series J 5.30%, 4/15/27(f)				116		121,058
						9,598,978

10

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
FINANCE–0.1%
Synchrony Financial 4.375%, 3/19/24		U.S.$	23	$	24,148
4.50%, 7/23/25			192		201,546
					225,694
INSURANCE–0.6%
ASR Nederland NV 5.125%, 9/29/45(c)		EUR	210		279,330
Caisse Nationale de Reassurance Mutuelle Agricole Groupama 6.00%, 1/23/27			100		141,635
Chubb INA Holdings, Inc. 0.875%, 6/15/27			110		126,795
CNP Assurances 4.25%, 6/05/45(c)			200		259,186
Credit Agricole Assurances SA 4.75%, 9/27/48(c)			200		263,409
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen 3.25%, 5/26/49(c)			200		263,496
Voya Financial, Inc. 5.65%, 5/15/53		U.S.$	145		150,561
					1,484,412
REITS–0.2%
Equinix, Inc. 2.875%, 2/01/26		EUR	115		136,881
Host Hotels & Resorts LP Series D 3.75%, 10/15/23		U.S.$	10		10,244
Welltower, Inc. 4.00%, 6/01/25			238		251,992
WPC Eurobond BV 2.125%, 4/15/27		EUR	148		176,828
					575,945
					11,885,029
INDUSTRIAL–4.3%
BASIC–0.4%
Eastman Chemical Co. 3.80%, 3/15/25		U.S.$	84		87,826
Glencore Finance Europe Ltd. 1.875%, 9/13/23(c)		EUR	110		131,395
Series E 1.75%, 3/17/25(c)			125		148,076
Gold Fields Orogen Holdings BVI Ltd. 5.125%, 5/15/24(c)		U.S.$	225		235,114
SABIC Capital II BV 4.00%, 10/10/23(c)			335		348,172
					950,583
CAPITAL GOODS–0.0%
Wabtec Corp. 4.40%, 3/15/24			67		70,741
COMMUNICATIONS– MEDIA–0.1%
CBS Corp. 4.00%, 1/15/26		U.S.$	30	$	31,435
4.20%, 6/01/29			133		140,788
Charter Communications Operating LLC/Charter Communications Operating Capital 4.908%, 7/23/25			165		179,055
					351,278
COMMUNICATIONS–TELECOMMUNICATIONS–0.4%
AT&T, Inc. 2.50%, 3/15/23		EUR	100		123,332
4.125%, 2/17/26		U.S.$	345		367,766
Rogers Communications, Inc. 4.00%, 6/06/22		CAD	46		36,882
Sprint Spectrum Co. LLC/ Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC 4.738%, 3/20/25(c)		U.S.$	200		207,638
Vodafone Group PLC 3.75%, 1/16/24			78		81,547
4.125%, 5/30/25			171		182,079
					999,244
CONSUMER CYCLICAL–AUTOMOTIVE–0.3%
General Motors Financial Co., Inc. 2.20%, 4/01/24(c)		EUR	195		233,316
4.30%, 7/13/25		U.S.$	50		51,497
5.10%, 1/17/24			128		136,861
Volkswagen Bank GmbH 1.25%, 6/10/24(c)		EUR	200		232,223
Volkswagen Leasing GmbH 2.625%, 1/15/24(c)			120		147,914
					801,811
CONSUMER NON-CYCLICAL–1.1%
Allergan Funding SCS 2.625%, 11/15/28			255		319,267
Altria Group, Inc. 1.70%, 6/15/25			265		313,285
Becton Dickinson and Co. 3.734%, 12/15/24		U.S.$	66		69,163
Biogen, Inc. 4.05%, 9/15/25			251		269,167
CVS Health Corp. 4.10%, 3/25/25			120		126,586
Medtronic Global Holdings SCA 1.125%, 3/07/27		EUR	230		272,876
Philip Morris International, Inc. 0.625%, 11/08/24			193		224,295
Reynolds American, Inc. 4.45%, 6/12/25		U.S.$	145		153,806

11

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

	Principal Amount (000)			U.S. $ Value
Takeda Pharmaceutical Co., Ltd. 1.125%, 11/21/22(c)		EUR	285	$	335,251
4.40%, 11/26/23(c)		U.S.$	275		294,030
Tyson Foods, Inc. 3.95%, 8/15/24			206		218,578
4.00%, 3/01/26			65		69,189
4.35%, 3/01/29			71		77,611
					2,743,104
ENERGY–0.7%
Encana Corp. 3.90%, 11/15/21			140		143,452
Eni SpA 4.25%, 5/09/29(c)			270		285,247
Enterprise Products Operating LLC 3.70%, 2/15/26			278		293,885
Hess Corp. 4.30%, 4/01/27			199		206,311
Noble Energy, Inc. 3.90%, 11/15/24			170		177,288
4.15%, 12/15/21			78		80,478
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			232		236,468
Sunoco Logistics Partners Operations LP 4.25%, 4/01/24			240		251,607
TransCanada PipeLines Ltd. 9.875%, 1/01/21			215		237,766
					1,912,502
OTHER INDUSTRIAL–0.1%
Alfa SAB de CV 5.25%, 3/25/24(c)			200		214,000
SERVICES–0.2%
Expedia Group, Inc. 3.80%, 2/15/28			185		188,256
IHS Markit Ltd. 3.625%, 5/01/24			63		64,864
Total System Services, Inc. 3.75%, 6/01/23			45		46,456
4.00%, 6/01/23			83		86,843
					386,419
TECHNOLOGY–0.8%
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.625%, 1/15/24			53		53,477
3.875%, 1/15/27			117		114,624
Broadcom, Inc. 3.625%, 10/15/24(c)			135		135,705
4.25%, 4/15/26(c)			45		45,665
Dell International LLC/EMC Corp. 6.02%, 6/15/26(c)			96		105,715
Fidelity National Information Services, Inc. 0.40%, 1/15/21		EUR	100	$	114,582
1.50%, 5/21/27			200		237,374
Fiserv, Inc. 1.125%, 7/01/27			200		230,422
International Business Machines Corp. 0.375%, 1/31/23			160		184,330
0.875%, 1/31/25(g)		U.S.$	141		165,577
KLA-Tencor Corp. 4.65%, 11/01/24			225		246,364
NXP BV/NXP Funding LLC/NXP USA, Inc. 3.875%, 6/18/26(c)			96		98,608
Seagate HDD Cayman 4.75%, 1/01/25			127		128,100
VMware, Inc. 2.95%, 8/21/22			85		85,822
Western Digital Corp. 4.75%, 2/15/26			167		163,999
					2,110,364
TRANSPORTATION–SERVICES–0.2%
Adani Ports & Special Economic Zone Ltd. 3.95%, 1/19/22(c)			200		204,125
Chicago Parking Meters LLC 4.93%, 12/30/25(h)(i)			200		217,835
					421,960
					10,962,006
UTILITY–0.2%
ELECTRIC–0.2%
Abu Dhabi National Energy Co. PJSC 4.375%, 4/23/25(c)			250		264,531
Enel Finance International NV 4.25%, 9/14/23(c)			240		251,796
					516,327
Total Corporates–Investment Grade (cost $22,495,308)					23,363,362
GOVERNMENTS–TREASURIES–9.0%
BELGIUM–0.9%
Kingdom of Belgium Government Bond Series 84 1.45%, 6/22/37(c)		EUR	457		592,931
Series 87 0.90%, 6/22/29(c)			1,500		1,847,424
					2,440,355

12

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CANADA–1.4%
Canadian Government Bond 2.25%, 3/01/24		CAD	4,425	$	3,509,352
FRANCE–1.2%
French Republic Government Bond OAT 0.50%, 5/25/25(c)		EUR	1,473		1,765,345
1.00%, 5/25/27(c)			569		709,037
1.25%, 5/25/34(c)			470		603,256
1.75%, 6/25/39(c)			14		18,702
					3,096,340
INDONESIA–0.2%
Indonesia Treasury Bond Series FR68 8.375%, 3/15/34		IDR	7,722,000		579,389
ITALY–2.2%
Italy Buoni Poliennali Del Tesoro 1.20%, 4/01/22		EUR	790		911,074
1.35%, 4/15/22			775		896,507
2.05%, 8/01/27			624		724,593
2.20%, 6/01/27			335		393,370
2.30%, 10/15/21(c)			770		912,008
2.45%, 9/01/33(c)			670		769,514
3.35%, 3/01/35(c)			288		361,753
3.85%, 9/01/49(c)			524		687,719
					5,656,538
JAPAN–1.1%
Japan Government Ten Year Bond Series 354 0.10%, 3/20/29		JPY	69,100		657,512
Japan Government Thirty Year Bond Series 62 0.50%, 3/20/49			69,500		669,467
Japan Government Twenty Year Bond Series 158 0.50%, 9/20/36			109,750		1,078,658
Series 159 0.60%, 12/20/36			53,750		536,737
					2,942,374
MALAYSIA–0.8%
Malaysia Government Bond Series 0114 4.181%, 7/15/24		MYR	957		238,661
Series 0119 3.906%, 7/15/26			1,039		256,696
Series 0217 4.059%, 9/30/24			961		238,563
Series 0218 3.757%, 4/20/23			1,742		426,562
Series 0219 3.885%, 8/15/29		MYR	1,485	$	366,352
Series 0313 3.48%, 3/15/23			800		193,905
Series 0316 3.90%, 11/30/26			971		238,778
					1,959,517
RUSSIA–0.1%
Russian Federal Bond–OFZ Series 6212 7.05%, 1/19/28		RUB	8,460		132,116
SPAIN–0.9%
Spain Government Bond 1.85%, 7/30/35(c)		EUR	215		279,767
2.35%, 7/30/33(c)			918		1,267,692
4.40%, 10/31/23(c)			596		814,555
					2,362,014
UNITED KINGDOM–0.2%
United Kingdom Gilt 4.50%, 12/07/42(c)		GBP	303		620,545
Total Governments–Treasuries (cost $22,305,695)					23,298,540
INFLATION-LINKED SECURITIES–3.2%
JAPAN–1.8%
Japanese Government CPI Linked Bond Series 21 0.10%, 3/10/26		JPY	107,806		1,038,414
Series 22 0.10%, 3/10/27			112,604		1,089,328
Series 23 0.10%, 3/10/28			257,835		2,495,941
					4,623,683
NEW ZEALAND–0.1%
New Zealand Government Inflation Linked Bond Series 0925 2.00%, 9/20/25(c)		NZD	322		236,018
UNITED STATES–1.3%
U.S. Treasury Inflation Index 0.125%, 7/15/24 (TIPS)		U.S.$	1,835		1,831,225
0.375%, 7/15/25 (TIPS)			1,692		1,710,051
					3,541,276
Total Inflation-Linked Securities (cost $8,236,262)					8,400,977
MORTGAGE PASS-THROUGHS–2.6%
AGENCY FIXED RATE 30-YEAR–2.6%
Federal Home Loan Mortgage Corp. Gold Series 2018 4.00%, 8/01/48–12/01/48			616		647,182

13

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

	Principal Amount (000)			U.S. $ Value
4.50%, 11/01/48		U.S.$	429	$	456,722
Series 2019 4.50%, 2/01/49			330		352,749
Federal National Mortgage Association 3.50%, 7/01/49, TBA			355		362,960
Series 2013 4.00%, 10/01/43			777		819,832
Series 2017 3.50%, 12/01/47–1/01/48			357		367,700
Series 2018 3.50%, 2/01/48–3/01/48			874		899,789
4.00%, 8/01/48–9/01/48			652		684,377
4.50%, 9/01/48			1,162		1,237,259
5.00%, 7/01/48			24		25,310
Series 2019 5.00%, 2/01/49			876		927,608
Total Mortgage Pass-Throughs (cost $6,654,319)					6,781,488
COLLATERALIZED MORTGAGE OBLIGATIONS–2.4%
RISK SHARE FLOATING RATE–1.7%
Bellemeade Re Ltd.
Series 2018-2A, Class M1B 3.754% (LIBOR 1 Month + 1.35%), 8/25/28(c)(j)			240		240,507
Series 2019-1A, Class M1B 4.154% (LIBOR 1 Month + 1.75%), 3/25/29(c)(j)			220		221,630
Connecticut Avenue Securities Trust
Series 2019-R02, Class 1M2 4.704% (LIBOR 1 Month + 2.30%), 8/25/31(c)(j)			104		105,118
Series 2019-R03, Class 1M2 4.554% (LIBOR 1 Month + 2.15%), 9/25/31(c)(j)			70		70,845
Eagle RE Ltd.
Series 2018-1, Class M1 4.104% (LIBOR 1 Month + 1.70%), 11/25/28 (c)(j)			162		162,088
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2014-DN3, Class M3 6.404% (LIBOR 1 Month + 4.00%), 8/25/24(j)			243		259,466
Series 2014-HQ3, Class M3 7.154% (LIBOR 1 Month + 4.75%), 10/25/24(j)			186		201,533
Series 2016-DNA1, Class M3 7.954% (LIBOR 1 Month + 5.55%), 7/25/28(j)			250		283,197
Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C03, Class 1M2 5.404% (LIBOR 1 Month + 3.00%), 7/25/24(j)		U.S.$	79	$	82,350
Series 2014-C04, Class 2M2 7.404% (LIBOR 1 Month + 5.00%), 11/25/24(j)			44		47,886
Series 2015-C01, Class 1M2 6.704% (LIBOR 1 Month + 4.30%), 2/25/25(j)			90		96,105
Series 2015-C02, Class 1M2 6.404% (LIBOR 1 Month + 4.00%), 5/25/25(j)			122		130,508
Series 2015-C02, Class 2M2 6.404% (LIBOR 1 Month + 4.00%), 5/25/25(j)			101		106,214
Series 2015-C03, Class 1M2 7.404% (LIBOR 1 Month + 5.00%), 7/25/25(j)			60		65,364
Series 2015-C03, Class 2M2 7.404% (LIBOR 1 Month + 5.00%), 7/25/25(j)			152		162,839
Series 2015-C04, Class 1M2 8.104% (LIBOR 1 Month + 5.70%), 4/25/28(j)			55		60,978
Series 2015-C04, Class 2M2 7.954% (LIBOR 1 Month + 5.55%), 4/25/28(j)			223		242,429
Series 2016-C01, Class 1M2 9.154% (LIBOR 1 Month + 6.75%), 8/25/28(j)			192		217,125
Series 2016-C01, Class 2M2 9.354% (LIBOR 1 Month + 6.95%), 8/25/28(j)			134		150,460
Series 2016-C03, Class 2M2 8.304% (LIBOR 1 Month + 5.90%), 10/25/28(j)			270		296,956
Series 2016-C05, Class 2M2 6.854% (LIBOR 1 Month + 4.45%), 1/25/29(j)			199		211,930
Series 2019-R04, Class 2M2 4.504% (LIBOR 1 Month + 2.10%), 6/25/39(c)(j)			126		125,897

14

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
JP Morgan Madison Avenue Securities Trust
Series 2014-CH1, Class M2 6.654% (LIBOR 1 Month + 4.25%), 11/25/24(j)(k)		U.S.$	26	$	28,163
PMT Credit Risk Transfer Trust
Series 2019-1R, Class A 4.429% (LIBOR 1 Month + 2.00%), 3/27/24(j)(k)			147		147,461
Radnor RE Ltd.
Series 2019-1, Class M1B 4.354% (LIBOR 1 Month + 1.95%), 2/25/29(c)(j)			220		221,538
Series 2019-2, Class M1B 4.187% (LIBOR 1 Month + 1.75%), 6/25/29(c)(j)			220		220,000
Wells Fargo Credit Risk Transfer Securities Trust
Series 2015-WF1, Class 1M2 7.654% (LIBOR 1 Month + 5.25%), 11/25/25(j)(k)			122		137,094
Series 2015-WF1, Class 2M2 7.904% (LIBOR 1 Month + 5.50%), 11/25/25(j)(k)			39		44,804
					4,340,485
AGENCY FLOATING RATE–0.4%
Federal Home Loan Mortgage Corp. REMICs
Series 4416, Class BS 3.706% (6.10%–LIBOR 1Month), 12/15/44(j)(l)			598		109,434
Series 4693, Class SL 3.756% (6.15%–LIBOR 1Month), 6/15/47(j)(l)			557		113,611
Series 4719, Class JS 3.756% (6.15%–LIBOR 1Month), 9/15/47(j)(l)			485		80,245
Series 4727, Class SA 3.806% (6.20%–LIBOR 1Month), 11/15/47(j)(l)			626		114,302
Federal National Mortgage Association REMICs
Series 2011-131, Class ST 4.136% (6.54%–LIBOR 1Month), 12/25/41(j)(l)			285		59,901
Series 2012-70, Class SA 4.146% (6.55%–LIBOR 1Month), 7/25/42(j)(l)			514		115,567
Series 2016-106, Class ES 3.596% (6.00%–LIBOR 1Month), 1/25/47(j)(l)			565		103,228
Series 2017-16, Class SG 3.646% (6.05%–LIBOR 1Month), 3/25/47(j)(l)			569		106,730
Series 2017-81, Class SA 3.796% (6.20%–LIBOR 1Month), 10/25/47(j)(l)		U.S.$	572	$	114,052
Series 2017-97, Class LS 3.796% (6.20%–LIBOR 1Month), 12/25/47(j)(l)			445		96,959
Government National Mortgage Association
Series 2017-134, Class SE 3.817% (6.20%–LIBOR 1Month), 9/20/47(j)(l)			428		70,279
Series 2017-65, Class ST 3.767% (6.15%–LIBOR 1Month), 4/20/47(j)(l)			545		109,796
					1,194,104
NON-AGENCY FIXED RATE–0.2%
Alternative Loan Trust
Series 2005-20CB, Class 3A6 5.50%, 7/25/35			24		22,974
Series 2006-24CB, Class A16 5.75%, 8/01/36			107		88,919
Series 2006-28CB, Class A14 6.25%, 10/25/36			79		63,722
Series 2006-J1, Class 1A13 5.50%, 2/25/36			58		52,907
Chase Mortgage Finance Trust
Series 2007-S5, Class 1A17 6.00%, 7/25/37			36		27,285
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4 4.403%, 5/25/35			9		9,176
Countrywide Home Loan Mortgage Pass-Through Trust
Series 2006-10, Class 1A8 6.00%, 5/25/36			56		45,031
Series 2006-13, Class 1A19 6.25%, 9/25/36			29		22,185
First Horizon Alternative Mortgage Securities Trust
Series 2006-FA3, Class A9 6.00%, 7/25/36			102		80,005
Wells Fargo Mortgage Backed Securities Trust
Series 2007-8, Class 2A5 5.75%, 7/25/37			23		22,853
					435,057

15

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

	Principal Amount (000)			U.S. $ Value
NON-AGENCY FLOATING RATE–0.1%
Deutsche Alt-A Securities Mortgage Loan Trust
Series 2006-AR4, Class A2 2.594% (LIBOR 1 Month + 0.19%), 12/25/36(j)		U.S.$	251	$	137,585
HomeBanc Mortgage Trust
Series 2005-1, Class A1 2.654% (LIBOR 1 Month + 0.25%), 3/25/35(j)			76		66,493
					204,078
Total Collateralized Mortgage Obligations (cost $5,946,431)					6,173,724
COMMERCIAL MORTGAGE-BACKED SECURITIES–1.8%
NON-AGENCY FIXED RATE CMBS–1.2%
CGRBS Commercial Mortgage Trust
Series 2013-VN05, Class A 3.369%, 3/13/35(c)			495		515,844
Commercial Mortgage Trust
Series 2013-SFS, Class A1 1.873%, 4/12/35(c)			106		105,208
GS Mortgage Securities Corp. II
Series 2013-KING, Class A 2.706%, 12/10/27(c)			401		400,495
GS Mortgage Securities Trust
Series 2013-G1, Class A2 3.557%, 4/10/31(c)			276		282,188
JP Morgan Chase Commercial Mortgage Securities Trust
Series 2012-C6, Class E 5.32%, 5/15/45(c)(g)			119		112,985
JPMBB Commercial Mortgage Securities Trust
Series 2015-C31, Class A3 3.801%, 8/15/48			355		379,489
Series 2015-C32, Class C 4.816%, 11/15/48(g)			195		205,181
LB-UBS Commercial Mortgage TrustSecurities Trust
Series 2006-C6, Class AJ 5.452%, 9/15/39(g)			48		32,819
LSTAR Commercial Mortgage Trust
Series 2015-3, Class A2 2.729%, 4/20/48(c)			108		108,297
Series 2016-4, Class A2 2.579%, 3/10/49(c)			161		160,658
Morgan Stanley Capital I Trust
Series 2005-IQ9, Class D 5.00%, 7/15/56(g)(i)		U.S.$	112	$	104,790
UBS Commercial Mortgage Trust
Series 2018-C9, Class A4 4.117%, 3/15/51			300		330,132
Wells Fargo Commercial Mortgage Trust
Series 2015-SG1, Class C 4.617%, 9/15/48(g)			197		201,650
					2,939,736
NON-AGENCY FLOATING RATE CMBS–0.6%
Ashford Hospitality Trust
Series 2018-KEYS, Class A 3.394% (LIBOR 1 Month + 1.00%), 5/15/35(c)(j)			200		200,126
BAMLL Commercial Mortgage Securities Trust
Series 2017-SCH, Class AF 3.394% (LIBOR 1 Month + 1.00%), 11/15/33(c)(g)(j)			375		374,711
BHMS
Series 2018-ATLS, Class A 3.644% (LIBOR 1 Month + 1.25%), 7/15/35(c)(j)			195		195,065
BX Trust
Series 2018-EXCL, Class A 3.482% (LIBOR 1 Month + 1.09%), 9/15/37(c)(j)			163		162,767
DBWF Mortgage Trust
Series 2018-GLKS, Class A 3.42% (LIBOR 1 Month + 1.03%), 11/19/35(c)(j)			166		165,974
Invitation Homes Trust
Series 2018-SFR4, Class A 3.494% (LIBOR 1 Month + 1.10%), 1/17/38(c)(j)			227		227,669
Morgan Stanley Capital I Trust
Series 2015-XLF2, Class SNMA 4.344% (LIBOR 1 Month + 1.95%), 11/15/26(j)(k)			90		89,717
Starwood Retail Property Trust
Series 2014-STAR, Class A 3.614% (LIBOR 1 Month + 1.22%), 11/15/27(c)(j)			177		176,809
					1,592,838
Total Commercial Mortgage-Backed Securities (cost $4,473,688)					4,532,574

16

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–NON-INVESTMENT GRADE–1.6%
INDUSTRIAL–0.8%
BASIC–0.0%
Smurfit Kappa Acquisitions ULC 2.875%, 1/15/26(c)		EUR	150	$	185,561
SPCM SA 4.875%, 9/15/25(c)		U.S.$	200		201,584
					387,145
CAPITAL GOODS–0.1%
Colfax Corp. 3.25%, 5/15/25(c)		EUR	120		140,771
TransDigm, Inc. 6.25%, 3/15/26(c)		U.S.$	110		115,256
					256,027
COMMUNICATIONS–MEDIA–0.0%
CSC Holdings LLC 6.75%, 11/15/21			45		48,207
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Panther BF Aggregator 2 LP/Panther Finance Co., Inc. 4.375%, 5/15/26(c)		EUR	120		141,057
Tenneco, Inc. 5.00%, 7/15/24(c)			100		112,004
Volvo Car AB 2.00%, 1/24/25(c)			159		183,741
					436,802
CONSUMER CYCLICAL–OTHER–0.1%
International Game Technology PLC 6.25%, 2/15/22(c)		U.S.$	200		211,246
CONSUMER NON-CYCLICAL–0.1%
Spectrum Brands, Inc. 5.75%, 7/15/25			135		140,273
ENERGY–0.1%
PDC Energy, Inc. 5.75%, 5/15/26			137		135,934
SM Energy Co. 6.625%, 1/15/27			53		49,052
Transocean Poseidon Ltd. 6.875%, 2/01/27(c)			62		65,576
					250,562
OTHER INDUSTRIAL–0.1%
ProGroup AG 3.00%, 3/31/26(c)		EUR	125		146,402
TECHNOLOGY–0.1%
CommScope, Inc. 5.50%, 3/01/24(c)		U.S.$	67	$	68,754
6.00%, 3/01/26(c)			88		90,226
					158,980
TRANSPORTATION–SERVICES–0.1%
XPO Logistics, Inc. 6.75%, 8/15/24(c)			130		138,594
					2,174,238
FINANCIAL INSTITUTIONS–0.8%
BANKING–0.6%
ABN AMRO Bank NV 5.75%, 9/22/20(c)(f)		EUR	200		239,360
Allied Irish Banks PLC 7.375%, 12/03/20(c)(f)			200		245,614
Citigroup, Inc. 5.95%, 1/30/23(f)		U.S.$	90		93,056
Danske Bank A/S 5.875%, 4/06/22(c)(f)		EUR	200		240,149
Goldman Sachs Group, Inc. (The) Series P 5.00%, 11/10/22(f)	U.S.$		61		58,522
Series Q 5.50%, 8/10/24(f)			69		70,840
Morgan Stanley Series J 5.55%, 7/15/20(f)			95		96,020
Royal Bank of Scotland Group PLC Series U 4.65% (LIBOR 3 Month + 2.32%), 9/30/27(f)(j)			200		190,000
Societe Generale SA 6.75%, 4/07/21(c)(f)		EUR	200		243,021
Standard Chartered PLC 4.093% (LIBOR 3 Month + 1.51%), 1/30/27(c)(f)(j)		U.S.$	200		168,018
					1,644,600
FINANCE–0.1%
Navient Corp. 6.625%, 7/26/21			170		180,854
REITS–0.1%
MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc. 5.75%, 2/01/27(c)			130		140,018
					1,965,472
Total Corporates–Non-Investment Grade (cost $4,089,026)					4,139,710

17

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

	Principal Amount (000)			U.S. $ Value
EMERGING MARKETS–TREASURIES–1.1%
BRAZIL–0.8%
Brazil Letras do Tesouro Nacional Series LTN Zero Coupon, 7/01/19		BRL	8,485	$	2,211,877
SOUTH AFRICA–0.3%
Republic of South Africa Government Bond Series 2048 8.75%, 2/28/48		ZAR	11,087		716,290
Total Emerging Markets–Treasuries (cost $2,789,788)					2,928,167
COVERED BONDS–0.9%
Bank of Montreal 0.75%, 9/21/22(c)		EUR	315		370,569
Canadian Imperial Bank of Commerce Zero Coupon, 7/25/22(c)			325		373,224
Credit Suisse AG/Guernsey 0.75%, 9/17/21(c)			320		372,951
Danske Bank A/S 0.125%, 2/14/22(c)			280		322,454
DNB Boligkreditt AS 2.75%, 3/21/22(c)			300		370,481
Turkiye Vakiflar Bankasi TAO 2.375%, 5/04/21(c)			140		157,113
UBS AG/London
1.375%, 4/16/21(c)			140		164,239
4.00%, 4/08/22(c)			158		201,361
Total Covered Bonds (cost $2,282,377)					2,332,392
COLLATERALIZED LOAN OBLIGATIONS–0.5%
CLO–FLOATING RATE–0.5%
ICG US CLO Ltd. Series 2015-1A, Class A1R 3.732% (LIBOR 3 Month + 1.14%), 10/19/28(c)(g)(j)		U.S.$	300		299,675
Octagon Loan Funding Ltd. Series 2014-1A, Class ARR 3.70% (LIBOR 3 Month + 1.18%), 11/18/31(c)(g)(j)			320		318,244
TIAA CLO IV Ltd. Series 2018-1A, Class A1A 4.05% (LIBOR 3 Month + 1.23%), 1/20/32(c)(g)(j)			250		250,025
Voya CLO Ltd. Series 2016-3A, Class A1R 3.791% (LIBOR 3 Month + 1.19%), 10/38/31(c)(g)(j)	U.S.$		500	$	498,701
Total Collateralized Loan Obligations (cost $1,370,000)					1,366,645
EMERGING MARKETS–SOVEREIGNS–0.4%
DOMINICAN REPUBLIC–0.1%
Dominican Republic International Bond 5.95%, 1/25/27(b)(c)			190		204,250
EGYPT–0.1%
Egypt Government International Bond 5.577%, 2/21/23(c)			200		203,250
IVORY COAST–0.0%
Ivory Coast Government International Bond 5.125%, 6/15/25(c)		EUR	125		148,178
NIGERIA–0.1%
Nigeria Government International Bond 6.75%, 1/28/21(c)		U.S.$	200		208,500
SRI LANKA–0.1%
Sri Lanka Government International Bond 6.85%, 3/14/24(c)			200		204,316
Total Emerging Markets–Sovereigns (cost $939,240)					968,494
GOVERNMENTS– SOVEREIGN BONDS–0.4%
MEXICO–0.1%
Mexico Government International Bond 3.60%, 1/30/25			200		204,700
QATAR–0.1%
Qatar Government International Bond 3.875%, 4/23/23(c)			250		262,187
SAUDI ARABIA–0.2%
Saudi Government International Bond 4.00%, 4/17/25(c)			251		267,566
4.375%, 4/16/29(c)			200		216,390
					483,956
Total Governments–Sovereign Bonds (cost $892,786)					950,843

18

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
ASSET-BACKED SECURITIES–0.3%
OTHER ABS–FIXED RATE–0.2%
Consumer Loan Underlying Bond Credit Trust Series 2018-P1, Class A 3.39%, 7/15/25(c)(g)		U.S.$	57	$	57,502
Marlette Funding Trust Series 2017-3A, Class A 2.36%, 12/15/24(c)(g)			11		10,804
Prosper Marketplace Issuance Trust Series 2017-2A, Class B 3.48%, 9/15/23(c)(g)			22		22,250
SBA Tower Trust Series 2015-1A,Class C 3.156%, 10/08/20(c)(g)			251		251,391
SoFi Consumer Loan Program LLC Series 2017-2, Class A 3.28%, 2/25/26(c)(g)			47		47,186
SoFi Consumer Loan Program Trust Series 2018-1, Class A1 2.55%, 2/25/27(c)(g)			51		50,625
					439,758
AUTOS–FIXED RATE–0.1%
CPS Auto Receivables Trust Series 2017-D, Class A 1.87%, 3/15/21(c)			7		6,873
DT Auto Owner Trust Series 2018-1A, Class A 2.59%, 5/17/21(c)			13		12,892
Exeter Automobile Receivables Trust
Series 2016-1A, Class D 8.20%, 2/15/23(c)			140		145,293
Series 2018-2A, Class A 2.79%, 7/15/21(c)			35		34,782
Flagship Credit Auto Trust
Series 2016-4, Class D 3.89%, 11/15/22(c)			100		101,615
Series 2017-2, Class A 1.85%, 7/15/21(c)			22		22,018
Series 2017-3, Class A 1.88%, 10/15/21(c)			39		38,702
Series 2017-4, Class A 2.07%, 4/15/22(c)			42		41,954
					404,129
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing & Securitization LLC
Series 2003-CB1, Class AF 3.95%, 1/25/33(g)			40		40,915
Total Asset-Backed Securities (cost $870,755)					884,802
EMERGING MARKETS–CORPORATE BONDS–0.2%
INDUSTRIAL–0.2%
CONSUMER NON-CYCLICAL–0.1%
Minerva Luxembourg SA 6.50%, 9/20/26(c)		U.S.$	200	$	207,624
ENERGY–0.0%
Petrobras Global Finance BV 6.25%, 3/17/24			15		16,407
TRANSPORTATION–SERVICES–0.1%
Rumo Luxembourg SARL 5.875%, 1/18/25(c)			200		211,992
					436,023
UTILITY–0.0%
ELECTRIC–0.0%
Genneia SA 8.75%, 1/20/22(c)			76		69,374
Terraform Global Operating LLC 6.125%, 3/01/26(k)			42		42,138
					111,512
Total Emerging Markets–Corporate Bonds (cost $535,571)					547,535
QUASI-SOVEREIGNS–0.2%
QUASI-SOVEREIGN BONDS–0.2%
INDONESIA–0.1%
Perusahaan Listrik Negara PT 5.45%, 5/21/28(c)			200		221,750
SAUDI ARABIA–0.1%
Saudi Arabian Oil Co. 2.875%, 4/16/24(c)			200		201,318
Total Quasi-Sovereigns (cost $397,648)					423,068
	Shares
RIGHTS–0.0%
ENERGY–0.0%
OIL, GAS & CONSUMABLE FUELS–0.0%
Repsol SA, expiring 7/09/19(a)			15,390		8,536
MATERIALS–0.0%
METALS & MINING–0.0%
Syrah Resources Ltd., expiring 7/08/19(a)(g)			4,122		203
Total Rights (cost $8,725)					8,739

19

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

	Principal Amount (000)			U.S. $ Value
SHORT-TERM INVESTMENTS–1.2%
U.S. TREASURY BILLS–1.2%
U.S. Treasury Bill Zero Coupon, 7/05/19(m) (cost $3,101,182)		U.S.$	3,102	$	3,101,331
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–101.3% (cost $244,704,850)					261,354,468
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.2%
INVESTMENT COMPANIES–0.2%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(n)(e) (cost $346,232)			346,232	$	346,232
TOTAL INVESTMENTS–101.5% (cost $245,051,082)					261,700,700
Other assets less liabilities–(1.5)%					(3,766,031	)
NET ASSETS–100.0%				$	257,934,669

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Canadian Bond Futures		15		September 2019	$	1,637,165	$	15,266
10 Yr Japan Bond (OSE) Futures		2		September 2019		2,853,963		7,686
10 Yr Mini Japan Government Bond Futures		24		September 2019		3,425,868		7,691
Euro-Bund Futures		6		September 2019		1,178,536		12,422
Euro-Schatz Futures		12		September 2019		1,532,152		2,374
Long Gilt Futures		3		September 2019		496,423		3,705
U.S. T-Note 2 Yr (CBT) Futures		53		September 2019		11,404,523		93,088
U.S. Ultra Bond (CBT) Futures		27		September 2019		4,794,188		172,297
Sold Contracts
Euro-BOBL Futures		41		September 2019		6,267,742		(25,892	)
Euro-OAT Futures		5		September 2019		937,368		(14,561	)
Euro-Schatz Futures		4		September 2019		922,870		(26,385	)
U.S. T-Note 5 Yr (CBT) Futures		40		September 2019		4,726,250		(58,471	)
U.S. T-Note 10 Yr (CBT) Futures		12		September 2019		1,535,625		(38,555	)
U.S. Ultra Bond (CBT) Futures		32		September 2019		4,420,000		(119,355	)
							$	31,310

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	895		RUB	58,237		8/06/19	$	21,702
Barclays Bank PLC		INR	30,326		USD	433		7/16/19		(5,625	)

20

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		USD	461		RUB	29,270		8/06/19	$	88
BNP Paribas SA		ZAR	6,567		USD	454		9/18/19		(7,272	)
BNP Paribas SA		CAD	1,261		USD	937		7/24/19		(26,462	)
BNP Paribas SA		CHF	911		USD	938		9/12/19		(1,572	)
BNP Paribas SA		USD	836		CAD	1,110		7/24/19		11,977
BNP Paribas SA		USD	908		SGD	1,234		8/22/19		4,354
BNP Paribas SA		USD	114		KRW	132,984		8/26/19		1,119
Citibank, NA		IDR	6,387,826		USD	430		8/22/19		(19,697	)
Citibank, NA		EUR	19,397		USD	22,020		7/10/19		(51,253	)
Citibank, NA		CAD	4,579		USD	3,398		7/24/19		(100,559	)
Citibank, NA		USD	693		INR	48,718		7/16/19		12,675
Citibank, NA		USD	500		KRW	580,158		8/26/19		2,503
Citibank, NA		USD	195		IDR	2,872,272		8/22/19		7,046
Credit Suisse International		MXN	16,622		USD	833		8/29/19		(25,027	)
Credit Suisse International		EUR	2,917		USD	3,293		7/10/19		(26,282	)
Credit Suisse International		USD	751		EUR	660		7/10/19		(352	)
Credit Suisse International		USD	911		EUR	806		7/10/19		6,035
Goldman Sachs Bank USA		JPY	818,097		USD	7,695		9/12/19		66,913
Goldman Sachs Bank USA		INR	31,317		USD	446		7/16/19		(7,268	)
Goldman Sachs Bank USA		BRL	8,485		USD	2,013		7/11/19		(194,561	)
JPMorgan Chase Bank, NA		IDR	1,333,144		USD	91		8/22/19		(2,620	)
JPMorgan Chase Bank, NA		KRW	268,025		USD	226		8/26/19		(6,296	)
JPMorgan Chase Bank, NA		EUR	2,420		USD	2,716		7/10/19		(37,127	)
JPMorgan Chase Bank, NA		GBP	655		USD	836		8/28/19		2,287
JPMorgan Chase Bank, NA		USD	842		MXN	16,896		8/29/19		30,129
JPMorgan Chase Bank, NA		USD	904		TWD	28,346		9/11/19		14,164
JPMorgan Chase Bank, NA		USD	1,019		KRW	1,177,896		8/26/19		12
Morgan Stanley & Co., Inc.		RUB	8,126		USD	123		8/06/19		(5,101	)
Morgan Stanley & Co., Inc.		BRL	5,453		USD	1,350		7/02/19		(70,407	)
Morgan Stanley & Co., Inc.		MYR	2,803		USD	675		8/21/19		(3,660	)
Morgan Stanley & Co., Inc.		PLN	2,527		USD	658		7/11/19		(18,857	)
Morgan Stanley & Co., Inc.		MYR	1,992		USD	485		8/21/19		2,707
Morgan Stanley & Co., Inc.		EUR	776		USD	871		7/10/19		(12,194	)
Morgan Stanley & Co., Inc.		USD	919		CHF	904		9/12/19		13,844
Morgan Stanley & Co., Inc.		USD	915		PLN	3,450		7/11/19		9,123
Morgan Stanley & Co., Inc.		USD	1,423		BRL	5,453		7/02/19		(2,872	)
Natwest Markets PLC		ILS	3,168		USD	893		7/16/19		4,654
Natwest Markets PLC		BRL	1,760		USD	460		7/02/19		1,911
Natwest Markets PLC		USD	459		BRL	1,759		8/02/19		(1,864	)
Natwest Markets PLC		USD	459		BRL	1,759		7/02/19		(926	)
Standard Chartered Bank		TWD	84,951		USD	2,708		9/11/19		(44,474	)
Standard Chartered Bank		INR	30,983		USD	438		7/16/19		(10,253	)
Standard Chartered Bank		SGD	2,479		USD	1,819		8/22/19		(14,940	)
Standard Chartered Bank		BRL	1,474		USD	385		7/02/19		777
Standard Chartered Bank		CNY	114		USD	16		7/25/19		(136	)
Standard Chartered Bank		USD	886		EUR	785		7/10/19		7,121
Standard Chartered Bank		USD	385		BRL	1,474		7/02/19		(1,018	)
Standard Chartered Bank		USD	628		INR	44,364		7/16/19		14,423
Standard Chartered Bank		USD	926		TWD	28,569		9/11/19		(3	)
Standard Chartered Bank		USD	244		IDR	3,612,675		8/22/19		10,056

21

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

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		HUF	129,628		USD	451		7/11/19	$	(5,808	)
State Street Bank & Trust Co.		JPY	6,128		USD	57		9/13/19		32
State Street Bank & Trust Co.		ZAR	3,556		USD	246		9/18/19		(3,702	)
State Street Bank & Trust Co.		MYR	1,503		USD	366		8/21/19		2,488
State Street Bank & Trust Co.		INR	1,439		USD	20		7/16/19		(606	)
State Street Bank & Trust Co.		PLN	715		USD	188		7/11/19		(3,188	)
State Street Bank & Trust Co.		SGD	612		USD	452		8/22/19		(335	)
State Street Bank & Trust Co.		MXN	553		USD	28		9/13/19		(797	)
State Street Bank & Trust Co.		EUR	1,759		USD	1,993		7/10/19		(9,290	)
State Street Bank & Trust Co.		NZD	352		USD	233		9/09/19		(3,769	)
State Street Bank & Trust Co.		ILS	137		USD	38		9/13/19		(106	)
State Street Bank & Trust Co.		EUR	27		USD	31		9/13/19		(92	)
State Street Bank & Trust Co.		AUD	32		USD	22		9/13/19		(36	)
State Street Bank & Trust Co.		CAD	16		USD	12		9/13/19		(332	)
State Street Bank & Trust Co.		GBP	10		USD	12		9/13/19		56
State Street Bank & Trust Co.		USD	24		CAD	32		9/13/19		342
State Street Bank & Trust Co.		USD	34		AUD	49		9/13/19		63
State Street Bank & Trust Co.		USD	19		SGD	26		9/13/19		(2	)
State Street Bank & Trust Co.		USD	115		CHF	114		9/13/19		1,690
State Street Bank & Trust Co.		USD	28		CAD	37		9/13/19		(5	)
State Street Bank & Trust Co.		USD	99		EUR	87		7/10/19		(8	)
State Street Bank & Trust Co.		USD	17		NOK	142		9/13/19		8
State Street Bank & Trust Co.		USD	658		EUR	583		7/10/19		6,118
State Street Bank & Trust Co.		EUR	326		CZK	8,392		7/11/19		3,825
State Street Bank & Trust Co.		USD	460		AUD	657		9/05/19		2,149
State Street Bank & Trust Co.		USD	1,298		PLN	4,926		7/11/19		21,269
State Street Bank & Trust Co.		USD	23		JPY	2,532		9/13/19		148
State Street Bank & Trust Co.		USD	1,479		BRL	5,738		7/02/19		14,967
State Street Bank & Trust Co.		CZK	8,386		EUR	325		7/10/19		(5,509	)
State Street Bank & Trust Co.		USD	455		HUF	129,403		7/11/19		1,012
UBS AG		USD	915		TWD	28,266		9/11/19		1,134
									$	(431,342	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAHY Series 32, 5 Year Index, 6/20/24*		(5.00	)%		Quarterly		3.25	%		USD	5,270	$	(405,987	)	$	(344,903	)	$	(61,084	)

* Termination date

22

AB Variable Products Series Fund

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund		Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
USD	9,940		9/10/20		3 Month LIBOR		2.824%	Quarterly/Semi-Annual	$	171,424		$	—	$	171,424
USD	3,470		5/24/21		2.288%		3 Month LIBOR	Semi-Annual/Quarterly		(28,919	)		—		(28,919	)
SEK	22,621		6/04/21		3 Month STIBOR		0.023%	Quarterly/Annual		5,283			—		5,283
EUR	2,105		6/04/21		(0.273)%		6 Month EURIBOR	Annual/ Semi-Annual		(5,635	)		—		(5,635	)
USD	4,130		9/10/23		3 Month LIBOR		2.883%	Quarterly/Semi-Annual		222,956			—		222,956
EUR	3,150		1/15/24		6 Month EURIBOR		0.201%	Semi-Annual/Annual		84,037			—		84,037
CAD	3,780		5/22/24		3 Month CDOR		1.980%	Semi-Annual/Semi-Annual		35,963			3		35,960
USD	1,420		5/24/24		2.200%		3 Month LIBOR	Semi-Annual/Quarterly		(29,235	)		—		(29,235	)
USD	295		11/08/26		1.657%		3 Month LIBOR	Semi-Annual/Quarterly		4,341			—		4,341
USD	1,870		9/10/48		2.980%		3 Month LIBOR	Semi-Annual/Quarterly		(336,506	)		—		(336,506	)
									$	123,709		$	3	$	123,706

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00	%		Monthly		1.98	%		USD	450	$	735		$	(8,956	)	$	9,691
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	60		(5,999	)		(8,046	)		2,047
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	55		(5,499	)		(7,550	)		2,051
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	69		(6,893	)		(10,710	)		3,817
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	11		(1,098	)		(1,791	)		693
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	70		(6,993	)		(10,548	)		3,555
Credit Suisse International
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	165		(16,497	)		(10,792	)		(5,705	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	75		(7,492	)		(11,250	)		3,758
Deutsche Bank AG
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	9		(900	)		(522	)		(378	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(948	)		148
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	48		(4,800	)		(6,116	)		1,316
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	53		(5,300	)		(6,130	)		830

23

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

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts (continued)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00	%		Monthly		6.63	%		USD	52	$	(5,200	)	$	(6,012	)	$	812
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	79		(7,898	)		(8,605	)		707
Goldman Sachs International
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	64		(6,399	)		(4,290	)		(2,109	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	47		(4,699	)		(4,106	)		(593	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	4		(399	)		(362	)		(37	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(738	)		(62	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(799	)		(1	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	15		(1,499	)		(1,637	)		138
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	78		(7,798	)		(10,733	)		2,935
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	53		(5,299	)		(5,709	)		410
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	75		(7,492	)		(11,657	)		4,165
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	58		(5,794	)		(9,585	)		3,791
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	82		(8,192	)		(13,746	)		5,554
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	5		(500	)		(768	)		268
												$	(124,305	)	$	(162,106	)	$	37,801

* Termination date

INFLATION (CPI) SWAPS (see Note D)

						Rate Type
Swap Counterparty	Notional Amount (000)			Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Unrealized Appreciation/ (Depreciation)
Bank of America, NA		USD	10,000		7/11/24	2.416%	CPI#	Maturity	$	(328,707	)

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

(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 restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2019, the aggregate market value of these securities amounted to $36,271,885 or 14.1% of net assets.

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

24

AB Variable Products Series Fund

(e) Affiliated investments.

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

(g) Security in which significant unobservable inputs (Level 3) were used in determining fair value.

(h) Fair valued by the Adviser.

(i) Illiquid security.

(j) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at June 30, 2019.

(k) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.19% of net assets as of June 30, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
JP Morgan Madison Avenue Securities Trust Series 2014-CH1, Class M2 6.654%, 11/25/24		11/06/15	$	25,716	$	28,163		0.01	%
Morgan Stanley Capital I Trust Series 2015-XLF2, Class SNMA 4.344%, 11/15/26		11/16/15		89,615		89,717		0.03	%
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 4.429%, 3/27/24		3/21/19		147,331		147,461		0.06	%
Terraform Global Operating LLC 6.125%, 3/01/26		2/08/18		42,000		42,138		0.02	%
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 1M2 7.654%, 11/25/25		9/28/15		121,581		137,094		0.07	%
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 2M2 7.904%, 11/25/25		9/28/15		38,690		44,804		0.07	%

(l) Inverse interest only security.

(m) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

(n) 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

CNY—Chinese Yuan Renminbi

CZK—Czech Koruna

EUR—Euro

GBP—Great British Pound

HUF—Hungarian Forint

IDR—Indonesian Rupiah

ILS—Israeli Shekel

INR—Indian Rupee

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

MYR—Malaysian Ringgit

NOK—Norwegian Krone

NZD—New Zealand Dollar

PLN—Polish Zloty

RUB—Russian Ruble

SEK—Swedish Krona

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

25

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

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

BOBL—Bundesobligationen

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-CMBX.NA—North American Commercial Mortgage-Backed Index

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

CMBS—Commercial Mortgage-Backed Securities

CPI—Consumer Price Index

EURIBOR—Euro Interbank Offered Rate

GDR—Global Depositary Receipt

LIBOR—London Interbank Offered Rates

OAT—Obligations Assimilables du Trésor

OSE—Osaka Securities Exchange

PJSC—Public Joint Stock Company

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

STIBOR—Stockholm Interbank Offered Rate

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

26

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $168,784,647)	$	191,771,851	(a)
Affiliated issuers (cost $76,266,435—including investment of cash collateral for securities loaned of $346,232)		69,928,849
Cash collateral due from broker		672,422
Foreign currencies, at value (cost $393,576)		393,967
Receivable for investment securities sold and foreign currency transactions		1,561,111
Unaffiliated interest and dividends receivable		763,386
Unrealized appreciation on forward currency exchange contracts		300,921
Receivable for capital stock sold		49,439
Affiliated dividends receivable		1,771
Market value on credit default swaps (net premiums received $8,956)		735
Receivable for variation margin on centrally cleared swaps		328
Other assets		4,404
Total assets		265,449,184
LIABILITIES
Due to custodian		2,361,309
Payable for investment securities purchased		1,604,509
Payable for capital stock redeemed		1,551,971
Unrealized depreciation on forward currency exchange contracts		732,263
Payable for collateral received on securities loaned		346,232
Unrealized depreciation on inflation swaps		328,707
Payable for terminated credit default swaps		172,000
Market value on credit default swaps (net premiums received $153,150)		125,040
Advisory fee payable		68,151
Distribution fee payable		44,544
Administrative fee payable		34,771
Directors’ fees payable		6,505
Payable for variation margin on futures		6,107
Transfer Agent fee payable		58
Accrued expenses and other liabilities		132,348
Total liabilities		7,514,515
NET ASSETS	$	257,934,669
COMPOSITION OF NET ASSETS
Capital stock, at par	$	23,101
Additional paid-in capital		200,733,903
Distributable earnings		57,177,665
	$	257,934,669

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	24,926,617		2,205,772	$	11.30
B	$	233,008,052		20,895,235	$	11.15

(a) Includes securities on loan with a value of $4,301,227 (see Note E).

See notes to financial statements.

27

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,498,762
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $23,081)		1,151,394
Affiliated issuers		19,511
Securities lending income		145
Other income		1,500
		2,671,312
EXPENSES
Advisory fee (see Note B)		700,129
Distribution fee—Class B		287,475
Transfer agency—Class A		254
Transfer agency—Class B		2,369
Custodian		89,328
Audit and tax		45,031
Administrative		35,562
Printing		25,292
Legal		19,648
Directors’ fees		12,066
Miscellaneous		15,839
Total expenses		1,232,993
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(258,527	)
Net expenses		974,466
Net investment income		1,696,846
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Affiliated Underlying Portfolios		(68,677	)
Investment transactions(a)		3,405,002
Forward currency exchange contracts		(15,809	)
Futures		277,812
Swaps		(136,820	)
Foreign currency transactions		5,341
Net change in unrealized appreciation/depreciation of:
Affiliated Underlying Portfolios		8,173,597
Investments(b)		15,493,773
Forward currency exchange contracts		(301,553	)
Futures		(305,342	)
Swaps		63,202
Foreign currency denominated assets and liabilities		1,908
Net gain on investment and foreign currency transactions		26,592,434
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	28,289,280

(a) Net of foreign capital gains taxes of $5,461.

(b) Net of increase in accrued foreign capital gains taxes of $6,356.

See notes to financial statements.

28

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

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,696,846		$	5,105,776
Net realized gain on investment and foreign currency transactions		3,466,849			30,548,043
Net realized gain distributions from Underlying Portfolios		–0	–		2,347,246
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		23,125,585			(54,922,332	)
Contributions from Affiliates (see Note B)		–0	–		3,140
Net increase (decrease) in net assets from operations		28,289,280			(16,918,127	)
Distributions to Shareholders
Class A		–0	–		(2,582,061	)
Class B		–0	–		(23,104,999	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(14,596,106	)		(16,551,330	)
Total increase (decrease)		13,693,174			(59,156,517	)
NET ASSETS
Beginning of period		244,241,495			303,398,012
End of period	$	257,934,669		$	244,241,495

See notes to financial statements.

29

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the determination of AllianceBernstein L.P. (the “Adviser”) 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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, 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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.

30

AB Variable Products Series Fund

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 generally values 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)

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

31

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

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 June 30, 2019:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	18,629,147		$	80,378		$	–0	–	$	18,709,525
Financials		12,320,778			419,017			–0	–		12,739,795
Health Care		11,393,115			424,364			–0	–		11,817,479
Real Estate		8,899,393			2,856,850			–0	–		11,756,243
Communication Services		10,571,139			225,751			–0	–		10,796,890
Consumer Discretionary		9,186,606			551,189			–0	–		9,737,795
Energy		5,173,833			2,985,786			–0	–		8,159,619
Consumer Staples		6,421,187			561,185			–0	–		6,982,372
Industrials		4,485,331			431,656			–0	–		4,916,987
Materials		1,990,980			1,203,197			–0	–		3,194,177
Utilities		2,305,509			104,198			–0	–		2,409,707
Transportation		–0	–		94,940			–0	–		94,940
Banks		–0	–		75,349			–0	–		75,349
Health Care Equipment & Services		57,995			–0	–		–0	–		57,995
Consumer Services		41,653			–0	–		–0	–		41,653
Capital Goods		–0	–		40,069			–0	–		40,069
Consumer Durables & Apparel		38,865			–0	–		–0	–		38,865
Investment Companies		69,582,617			–0	–		–0	–		69,582,617
Corporates—Investment Grade		–0	–		23,197,785			165,577			23,363,362
Governments—Treasuries		–0	–		23,298,540			–0	–		23,298,540
Inflation-Linked Securities		–0	–		8,400,977			–0	–		8,400,977
Mortgage Pass-Throughs		–0	–		6,781,488			–0	–		6,781,488
Collateralized Mortgage Obligations		–0	–		6,173,724			–0	–		6,173,724
Commercial Mortgage-Backed Securities		–0	–		3,500,438			1,032,136			4,532,574
Corporates—Non-Investment Grade		–0	–		4,139,710			–0	–		4,139,710
Emerging Markets—Treasuries		–0	–		2,928,167			–0	–		2,928,167
Covered Bonds		–0	–		2,332,392			–0	–		2,332,392
Collateralized Loan Obligations		–0	–		–0	–		1,366,645			1,366,645
Emerging Markets—Sovereigns		–0	–		968,494			–0	–		968,494
Governments—Sovereign Bonds		–0	–		950,843			–0	–		950,843
Asset-Backed Securities		–0	–		404,129			480,673			884,802
Emerging Markets—Corporate Bonds		–0	–		547,535			–0	–		547,535
Quasi-Sovereigns		–0	–		423,068			–0	–		423,068
Rights		8,536			–0	–		203			8,739
Short-Term Investments		–0	–		3,101,331			–0	–		3,101,331
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		346,232			–0	–		–0	–		346,232
Total Investments in Securities		161,452,916			97,202,550			3,045,234			261,700,700

32

AB Variable Products Series Fund

Level 1

Level 2

Level 3

Total

Other Financial Instruments(a):

Assets:

Futures

$

314,529

$

–0

–

$

–0

–

$

314,529

(b)

Forward Currency Exchange Contracts

–0

–

300,921

–0

–

300,921

Centrally Cleared Interest Rate Swaps

–0

–

524,004

–0

–

524,004

(b)

Credit Default Swaps

–0

–

735

–0

–

735

Liabilities:

Futures

(283,219

)

–0

–

–0

–

(283,219

)(b)

Forward Currency Exchange Contracts

–0

–

(732,263

)

–0

–

(732,263

)

Centrally Cleared Credit Default Swaps

–0

–

(405,987

)

–0

–

(405,987

)(b)

Centrally Cleared Interest Rate Swaps

–0

–

(400,295

)

–0

–

(400,295

)(b)

Credit Default Swaps

–0

–

(125,040

)

–0

–

(125,040

)

Inflation (CPI) Swaps

–0

–

(328,707

)

–0

–

(328,707

)

Total

$

161,484,226

$

96,035,918

$

3,045,234

$

260,565,378

(a) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

(b) Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

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

	Corporates - Investment Grade			Commercial Mortgage Backed Securities			Collateralized Loan Obligations
Balance as of 12/31/18	$	–0	–	$	1,312,564		$	1,355,132
Accrued discounts/(premiums)		65			422			–0	–
Realized gain (loss)		–0	–		(647	)		–0	–
Change in unrealized appreciation/depreciation		7,010			34,167			11,513
Purchases/Payups		158,502			–0	–		–0	–
Sales/Paydowns		–0	–		(150,513	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		(163,857	)		–0	–
Balance as of 6/30/19	$	165,577		$	1,032,136		$	1,366,645
Net change in unrealized appreciation/depreciation from investments held as of 6/30/19(a)	$	7,010		$	33,128		$	11,513

33

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

	Asset - Backed Securities			Rights			Total
Balance as of 12/31/18	$	798,453		$	–0	–	$	3,466,149
Accrued discounts/(premiums)		187			–0	–		674
Realized gain (loss)		507			–0	–		(140	)
Change in unrealized appreciation/depreciation		4,995			203			57,888
Purchases/Payups		–0	–		–0	–		158,502
Sales/Paydowns		(323,469	)		–0	–		(473,982	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		(163,857	)(b)
Balance as of 6/30/19	$	480,673		$	203		$	3,045,234
Net change in unrealized appreciation/depreciation from investments held as of 6/30/19(a)	$	4,823		$	203		$	56,677

(a) The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

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

The following presents information about significant unobservable inputs related to the Fund’s Level 3 investments at June 30, 2019. Securities priced i) by third party vendors, or ii) by brokers are excluded from the following table:

	Fair Value at 6/30/19	Valuation Technique	Unobservable Input	Input
Rights	$203	Market Approach	Terms of the Rights Offering	$.07 / N/A

Generally, a change in the assumptions used in any input in isolation may be accompanied by a change in another input. A significant increase (decrease) of the terms of the rights offering in isolation would be expected to result in a significant higher (lower) fair value measurement.

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, 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.

34

AB 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 .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 (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2019, there were no expenses waived by the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

During the year ended December 31, 2018, the Adviser reimbursed the Portfolio $3,140 for trading losses incurred due to a trade entry error.

35

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

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,562.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $756.

In connection with the Portfolio’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Portfolio in an amount equal to the Portfolio’s share of the advisory fees of AB mutual funds, as paid by the Portfolio as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until May 1, 2020. For the six months ended June 30, 2019, such waivers and/or reimbursements amounted to $257,747.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

														Distributions
Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)		Market Value 6/30/19 (000)		Dividend Income (000)		Realized Gains (000)
Government Money Market Portfolio	$	241	$	35,627	$	35,868	$	0		$	0	$	0	$	18	$	0
AB Discovery Growth Fund, Inc.		2,778		0		0		0			794		3,572		0		0
AB Discovery Value Fund, Inc.		2,913		0		0		0			408		3,321		0		0
Bernstein Fund, Inc.:
International Small Cap Portfolio		7,778		0		0		0			869		8,647		0		0
International Strategic Equities Portfolio		27,139		0		497		(69	)		3,072		29,645		0		0
Small Cap Core Portfolio		2,801		0		0		0			466		3,267		0		0
Sanford C. Bernstein Fund, Inc.:
Emerging Markets Portfolio		3,686		0		0		0			592		4,278		0		0
International Portfolio		14,880		0		0		0			1,973		16,853		0		0
Government Money Market Portfolio*		155		2,725		2,534		0			0		346		2		0
Total							$	(69	)	$	8,174	$	69,929	$	20	$	0

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $9,859, of which $17 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

36

AB Variable Products Series Fund

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 six months ended June 30, 2019 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	60,307,339	$	62,586,003
U.S. government securities		13,951,021		15,801,219

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	16,649,618
Gross unrealized depreciation		(628,316	)
Net unrealized appreciation	$	16,021,302

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 cash collateral 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

37

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

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 six months ended June 30, 2019, 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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, 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 for OTC swaps 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.

38

AB Variable Products Series Fund

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 clearinghouse on which the transaction is effected. Such amount is shown as cash collateral 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 centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared 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.

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 six months ended June 30, 2019, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the six months ended June 30, 2019, the Portfolio held inflation (CPI) 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

39

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

(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 referenced obligations with the same counterparty. As of June 30, 2019, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligations 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.

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.

During the six months ended June 30, 2019, the Portfolio held credit default swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 futures	$	314,529	*	Receivable/Payable for variation margin on futures	$	283,219	*
Credit contracts					Receivable/Payable for variation margin on centrally cleared swaps		61,084	*

40

AB Variable Products Series Fund

	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 centrally cleared swaps	$	524,001	*	Receivable/Payable for variation margin on centrally cleared swaps	$	400,295	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		300,921		Unrealized depreciation on forward currency exchange contracts		732,263
Interest rate contracts					Unrealized depreciation on inflation swaps		328,707
Credit contracts	Market value on credit default swaps		735		Market value on credit default swaps		125,040
Total		$	1,140,186			$	1,930,608

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	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	$	277,812		$	(305,342	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(15,809	)		(301,553	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		15,884			(95,348	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(152,704	)		158,550
Total		$	125,183		$	(543,693	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Futures:
Average notional amount of buy contracts	$	31,349,239
Average notional amount of sale contracts	$	20,218,687
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	16,648,754
Average principal amount of sale contracts	$	53,858,402
Inflation Swaps:
Average notional amount	$	10,000,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	26,647,251
Credit Default Swaps:
Average notional amount of buy contracts	$	1,081,333	(a)
Average notional amount of sale contracts	$	2,133,857

41

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

Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,686,900	(b)
Average notional amount of sale contracts	$	3,467,240	(c)

(a) Positions were open for five months during the period.

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

(c) Positions were open for one month during the period.

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 OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	21,702	$	(21,702	)	$	–0	–	$	–0	–	$	–0	–
Barclays Bank PLC		88		(88	)		–0	–		–0	–		–0	–
BNP Paribas SA		17,450		(17,450	)		–0	–		–0	–		–0	–
Citibank, NA		22,224		(22,224	)		–0	–		–0	–		–0	–
Citigroup Global Markets, Inc.		735		(735	)		–0	–		–0	–		–0	–
Credit Suisse International		6,035		(6,035	)		–0	–		–0	–		–0	–
Goldman Sachs Bank USA/Goldman Sachs International		66,913		(66,913	)		–0	–		–0	–		–0	–
JPMorgan Chase Bank, NA		46,592		(46,043	)		–0	–		–0	–		549
Morgan Stanley & Co., Inc.		25,674		(25,674	)		–0	–		–0	–		–0	–
Natwest Markets PLC		6,565		(2,790	)		–0	–		–0	–		3,775
Standard Chartered Bank		32,377		(32,377	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		54,167		(33,585	)		–0	–		–0	–		20,582
UBS AG		1,134		–0	–		–0	–		–0	–		1,134
Total	$	301,656	$	(275,616	)	$	–0	–	$	–0	–	$	26,040	^
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	328,707	$	(21,702	)	$	–0	–	$	(272,341	)	$	34,664
Barclays Bank PLC		5,625		(88	)		–0	–		–0	–		5,537
BNP Paribas SA		35,306		(17,450	)		–0	–		–0	–		17,856
Citibank, NA		171,509		(22,224	)		–0	–		–0	–		149,285
Citigroup Global Markets, Inc.		26,482		(735	)		–0	–		–0	–		25,747
Credit Suisse International		75,650		(6,035	)		–0	–		–0	–		69,615
Deutsche Bank AG		24,898		–0	–		–0	–		–0	–		24,898
Goldman Sachs Bank USA/Goldman Sachs International		251,500		(66,913	)		–0	–		(184,587	)		–0	–
JPMorgan Chase Bank, NA		46,043		(46,043	)		–0	–		–0	–		–0	–
Morgan Stanley & Co., Inc.		113,091		(25,674	)		–0	–		–0	–		87,417
Natwest Markets PLC		2,790		(2,790	)		–0	–		–0	–		–0	–
Standard Chartered Bank		70,824		(32,377	)		–0	–		–0	–		38,447
State Street Bank & Trust Co.		33,585		(33,585	)		–0	–		–0	–		–0	–
Total	$	1,186,010	$	(275,616	)	$	–0	–	$	(456,928	)	$	453,466	^

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

42

AB Variable Products Series Fund

^ 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-denominated 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. TBA and Dollar Rolls

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

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 six months ended June 30, 2019, the Portfolio earned drop income of $8,073 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the

43

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

Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

								Government Money Market Portfolio
Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Income Earned		Advisory Fee Waived
$	4,301,227	$	346,232	$	4,000,766	$	145	$	1,753	$	24

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		42,288			69,093		$	465,838		$	811,711
Shares issued in reinvestment of dividends and distributions		–0	–		235,375			–0	–		2,582,059
Shares redeemed		(210,228	)		(402,656	)		(2,284,845	)		(4,591,886	)
Net decrease		(167,940	)		(98,188	)	$	(1,819,007	)	$	(1,198,116	)
Class B
Shares sold		780,712			894,991		$	8,426,762		$	10,112,751
Shares issued in reinvestment of dividends		–0	–		2,129,493			–0	–		23,105,000
Shares redeemed		(1,966,624	)		(4,303,899	)		(21,203,861	)		(48,570,965	)
Net decrease		(1,185,912	)		(1,279,415	)	$	(12,777,099	)	$	(15,353,214	)

At June 30, 2019, certain shareholders of the Portfolio owned 64% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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

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 more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors. These risks may be heightened with respect to investments in emerging market countries, where there may be an increased amount of economic, political and social instability.

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

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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.

44

AB Variable Products Series Fund

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 and accrued interest. 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 may be more difficult to trade or dispose of than other types of securities.

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.

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders invested in the Portfolio bear both their proportionate share of expenses in the Portfolio (including advisory fees) and, indirectly, the expenses of the investment companies (to the extent these expenses are not waived or reimbursed by the Adviser).

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 on the statement of assets and liabilities.

Real Asset Risk—The Portfolio’s investments in securities linked to real assets involve significant risks, including financial, operating, and competitive risks. Investments in securities linked to real assets expose the Portfolio to adverse macroeconomic conditions, such as a rise in interest rates or a downturn in the economy in which the asset is located. Changes in inflation rates or in the market’s inflation expectations may adversely affect the market value of inflation-sensitive equities. 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 (“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.

Active Trading Risk—The Portfolio expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate is expected to exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Portfolio’s return.

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 $325 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 six months ended June 30, 2019.

45

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

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	6,160,964	$	5,554,623
Net long-term capital gains		19,526,096		2,490,503
Total taxable distributions paid	$	25,687,060	$	8,045,126

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,951,351
Undistributed capital gains		30,417,898
Other losses		(27,902	)(a)
Unrealized appreciation/(depreciation)		(7,447,667	)(b)
Total accumulated earnings/(deficit)	$	28,893,680	(c)

(a) As of December 31, 2018, the cumulative deferred loss on straddles was $27,902.

(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, the tax treatment of passive foreign investment companies (PFICs), and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

(c) The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of deferred dividends from real estate investment trusts (REITs) and the accrual of foreign capital gains tax.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Portfolio has adopted ASU 2017-08, which did not have a material impact on the Portfolio’s financial position or the results of its operations, and had no impact on the Portfolio’s net assets.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

46

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$10.10			$11.86			$10.54			$10.99			$12.16			$13.77
Income From Investment Operations
Net investment income (a)		.08	(b)		.23	(b)		.17	(b)		.19	(b)†		.20			.26
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.12			(.87	)		1.48			.34			.02	+		.71
Contributions from Affiliates		–0	–		.00	(c)		.00	(c)		.00	(c)		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		1.20			(.64	)		1.65			.53			.22			.97
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.23	)		(.24	)		(.24	)		(.27	)		(.39	)
Distributions from net realized gain on investment transactions		–0	–		(.89	)		(.09	)		(.74	)		(1.12	)		(2.19	)
Total dividends and distributions		–0	–		(1.12	)		(.33	)		(.98	)		(1.39	)		(2.58	)
Net asset value, end of period		$11.30			$10.10			$11.86			$10.54			$10.99			$12.16
Total Return
Total investment return based on net asset value (d)*		11.88	%		(6.17	)%		15.84	%		4.69	%†		1.65	%		7.37	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$24,927			$23,967			$29,328			$30,132			$33,409			$36,882
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.54	%^		.66	%		.73	%		.73	%		.70	%		.71	%
Expenses, before waivers/reimbursements (e)‡		.74	%^		.75	%		.73	%		.73	%		.70	%		.71	%
Net investment income		1.56	%(b)^		2.05	%(b)		1.51	%(b)		1.74	%(b)†		1.71	%		1.96	%
Portfolio turnover rate **		30	%		150	%		108	%		106	%		132	%		114	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.11	%		–0	–%		–0	–%		–0	–%		–0	–%

See footnote summary on page 49.

47

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$9.98			$11.73			$10.42			$10.87			$12.05			$13.65
Income From Investment Operations
Net investment income (a)		.07	(b)		.20	(b)		.14	(b)		.16	(b)†		.17			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.10			(.86	)		1.47			.33			.01	+		.71
Contributions from Affiliates		–0	–		.00	(c)		.00	(c)		.00	(c)		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		1.17			(.66	)		1.61			.49			.18			.93
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.20	)		(.21	)		(.20	)		(.24	)		(.34	)
Distributions from net realized gain on investment transactions		–0	–		(.89	)		(.09	)		(.74	)		(1.12	)		(2.19	)
Total dividends and distributions		–0	–		(1.09	)		(.30	)		(.94	)		(1.36	)		(2.53	)
Net asset value, end of period		$11.15			$9.98			$11.73			$10.42			$10.87			$12.05
Total Return
Total investment return based on net asset value (d)*		11.72	%		(6.41	)%		15.62	%		4.44	%†		1.29	%		7.11	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$233,008			$220,274			$274,070			$272,733			$298,233			$328,363
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.79	%^		.91	%		.98	%		.98	%		.95	%		.96	%
Expenses, before waivers/reimbursements (e)‡		.99	%^		1.00	%		.98	%		.98	%		.95	%		.96	%
Net investment income		1.31	%(b)^		1.79	%(b)		1.26	%(b)		1.49	%(b)†		1.46	%		1.71	%
Portfolio turnover rate **		30	%		150	%		108	%		106	%		132	%		114	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.22	%^		.11	%		–0	–%		–0	–%		–0	–%		–0	–%

See footnote summary on page 49.

48

AB Variable Products Series Fund

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the six months ended June 30, 2019 and the year ended December 31, 2018, such waiver amounted to .20% (annualized) and .09%, respectively.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.001	.01%	.01%

+ Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

* 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, 2017, December 31, 2015, and December 31, 2014 by .02%, .03% and .01%, respectively.

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

^ Annualized.

See notes to financial statements.

49

BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Balanced Wealth Strategy Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the

50

AB Variable Products Series Fund

Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

51

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

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

52

AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Balanced Wealth Strategy Portfolio (the “Fund”) at a meeting held on July 31-August 2, 2018 (the “Meeting”).

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 additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the

53

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

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended May 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

54

AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Adviser informed the directors that there were no institutional products managed by it that have a substantially similar investment style.

The directors noted that the Fund 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund is for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors considered the effects of any fee waivers and/or expense reimbursements as a result of the Adviser’s expense cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB 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 in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

55

VPS-BW-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ DYNAMIC ASSET ALLOCATION PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

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

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,103.30	$	4.12		0.79	%	$	4.22		0.81	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.88	$	3.96		0.79	%	$	4.06		0.81	%
Class B
Actual	$	1,000	$	1,102.40	$	5.42		1.04	%	$	5.53		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.64	$	5.21		1.04	%	$	5.31		1.06	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

SECURITY	U.S. $  VALUE		PERCENT OF  NET ASSETS
U.S. Treasury Bonds & Notes	$	181,300,382		32.2	%
Vanguard Real Estate ETF		14,841,831		2.6
iShares Core MSCI Emerging Markets ETF		14,090,290		2.5
Vanguard Global ex-U.S. Real Estate ETF		12,825,184		2.3
Microsoft Corp.		6,997,133		1.2
Apple, Inc.		5,974,017		1.1
Amazon.com, Inc.		5,340,037		1.0
Alphabet, Inc.		4,525,300		0.8
Nestle SA		3,593,256		0.6
Facebook, Inc.		3,133,741		0.6
	$	252,621,171		44.9	%

PORTFOLIO BREAKDOWN²

June 30, 2019 (unaudited)

ASSET CLASSES	ALLOCATION
Equities
International Large Cap		24.7	%
U.S. Large Cap		18.9
Emerging Market Equities		5.1
Real Estate Equities		4.9
U.S. Mid-Cap		2.4
U.S. Small-Cap		2.4
Sub-total		58.4
Fixed Income
U.S. Bonds		37.2
International Bonds		2.3
Sub-total		39.5
Cash		2.1
Total		100.0	%

SECURITY TYPE BREAKDOWN³

June 30, 2019 (unaudited)

SECURITY TYPE	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Common Stocks	$	325,116,362		58.5	%
Governments—Treasuries		181,300,382		32.6
Investment Companies		41,757,305		7.5
Options Purchased—Calls		254,690		0.0
Rights		13,005		0.0
Short-Term Investments		7,599,069		1.4
Total Investments	$	556,040,813		100.0	%

1 Long-term investments.

2 All data are as of June 30, 2019. 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.

3 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).

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–57.8%
FINANCIALS–9.2%
BANKS–4.4%
AIB Group PLC		5,844	$	23,896
Aozora Bank Ltd.		2,000		48,089
Australia & New Zealand Banking Group Ltd.		31,095		617,215
Banco Bilbao Vizcaya Argentaria SA		73,153		408,024
Banco de Sabadell SA		68,373		70,871
Banco Santander SA		183,994		852,748
Bank Hapoalim BM		14,749		109,529
Bank Leumi Le-Israel BM		16,778		121,272
Bank of America Corp.		61,645		1,787,705
Bank of East Asia Ltd. (The)		41,231		115,298
Bank of Ireland Group PLC		11,605		60,713
Bank of Kyoto Ltd. (The)		400		15,508
Bank of Queensland Ltd.		7,933		53,121
Bankia SA		10,832		25,585
Bankinter SA		7,353		50,685
Barclays PLC		188,978		359,445
BB&T Corp.		5,150		253,020
Bendigo & Adelaide Bank Ltd.		9,233		75,152
BNP Paribas SA		13,908		659,312
BOC Hong Kong Holdings Ltd.		39,500		155,517
CaixaBank SA		42,465		121,790
Chiba Bank Ltd. (The)		11,000		53,867
Citigroup, Inc.		16,479		1,154,024
Citizens Financial Group, Inc.		3,119		110,288
Comerica, Inc.		1,100		79,904
Commerzbank AG		15,814		113,565
Commonwealth Bank of Australia		20,060		1,167,262
Concordia Financial Group Ltd.		11,221		41,879
Credit Agricole SA		14,327		170,960
Danske Bank A/S		7,940		125,796
DBS Group Holdings Ltd.		21,665		416,186
DNB ASA		9,303		173,349
Erste Group Bank AG(a)		3,207		118,929
Fifth Third Bancorp		4,340		121,086
First Republic Bank/CA		1,073		104,778
Fukuoka Financial Group, Inc.		1,800		32,964
Hang Seng Bank Ltd.		8,100		201,613
HSBC Holdings PLC		227,222		1,896,454
Huntington Bancshares, Inc./OH(b)		7,165		99,020
ING Groep NV		36,740		425,587
Intesa Sanpaolo SpA		165,706		354,744
Israel Discount Bank Ltd.–Class A		13,191		53,785
Japan Post Bank Co., Ltd.		3,855		39,173
JPMorgan Chase & Co.		22,415		2,505,997
KBC Group NV		3,064		201,076
KeyCorp		6,925		122,919
Lloyds Banking Group PLC		821,886		590,294
M&T Bank Corp.		915		155,614
Mebuki Financial Group, Inc.		16,800		43,900
Mediobanca Banca di Credito Finanziario SpA		12,965	$	133,692
Mitsubishi UFJ Financial Group, Inc.		135,900		647,288
Mizrahi Tefahot Bank Ltd.		1,057		24,417
Mizuho Financial Group, Inc.		273,362		397,503
National Australia Bank Ltd.		30,446		571,900
Nordea Bank Abp		28,914		209,950
Oversea-Chinese Banking Corp., Ltd.		29,000		244,621
People’s United Financial, Inc.(b)		2,465		41,363
PNC Financial Services Group, Inc. (The)		3,130		429,686
Raiffeisen Bank International AG		1,307		30,689
Regions Financial Corp.		6,925		103,460
Resona Holdings, Inc.		21,000		87,603
Royal Bank of Scotland Group PLC		53,666		149,680
Seven Bank Ltd.		16,218		42,502
Shinsei Bank Ltd.		3,700		57,581
Shizuoka Bank Ltd. (The)		4,000		29,539
Skandinaviska Enskilda Banken AB–Class A		16,190		149,902
Societe Generale SA		9,446		238,411
Standard Chartered PLC		34,982		317,352
Sumitomo Mitsui Financial Group, Inc.		14,300		506,873
Sumitomo Mitsui Trust Holdings, Inc.		3,200		116,261
SunTrust Banks, Inc.		2,990		187,922
SVB Financial Group(a)		386		86,692
Svenska Handelsbanken AB–Class A		14,254		140,668
Swedbank AB–Class A		8,621		129,783
UniCredit SpA		17,422		214,444
United Overseas Bank Ltd.		12,000		231,986
US Bancorp		10,215		535,266
Wells Fargo & Co.		28,575		1,352,169
Westpac Banking Corp.		38,249		762,312
Zions Bancorp NA		1,230		56,555
				24,887,578
CAPITAL MARKETS–1.5%
3i Group PLC		9,721		137,532
Affiliated Managers Group, Inc.		307		28,287
Ameriprise Financial, Inc.		945		137,176
Amundi SA(c)		1,517		105,917
ASX Ltd.		1,453		84,182
Bank of New York Mellon Corp. (The)		6,115		269,977
BlackRock, Inc.–Class A		877		411,576
Cboe Global Markets, Inc.		746		77,308
Charles Schwab Corp. (The)		8,090		325,137
CME Group, Inc.–Class A		2,450		475,570
Credit Suisse Group AG(a)		28,090		336,214
Daiwa Securities Group, Inc.		16,000		70,247

3

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

Company	Shares		U.S. $ Value
Deutsche Bank AG		19,693	$	151,854
Deutsche Boerse AG		2,077		293,210
E*TRADE Financial Corp.		1,670		74,482
Franklin Resources, Inc.		1,920		66,816
Goldman Sachs Group, Inc. (The)		2,338		478,355
Hargreaves Lansdown PLC		4,023		98,295
Hong Kong Exchanges & Clearing Ltd.		13,451		475,360
Intercontinental Exchange, Inc.		3,830		329,150
Invesco Ltd.		2,730		55,856
Investec PLC		5,877		38,204
Japan Exchange Group, Inc.		4,965		79,077
Julius Baer Group Ltd.(a)		2,130		94,900
London Stock Exchange Group PLC		3,987		277,832
Macquarie Group Ltd.		3,705		326,803
MarketAxess Holdings, Inc.		260		83,569
Moody’s Corp.		1,145		223,630
Morgan Stanley		8,770		384,214
MSCI, Inc.–Class A		557		133,006
Nasdaq, Inc.		760		73,089
Natixis SA		21,759		87,614
Nomura Holdings, Inc.		38,855		137,554
Northern Trust Corp.		1,460		131,400
Partners Group Holding AG		231		181,663
Raymond James Financial, Inc.		809		68,401
S&P Global, Inc.		1,660		378,131
SBI Holdings, Inc./Japan		2,468		61,301
Schroders PLC		1,291		50,082
Singapore Exchange Ltd.		21,000		123,029
St. James’s Place PLC		4,994		69,728
Standard Life Aberdeen PLC		24,984		93,479
State Street Corp.		2,535		142,112
T. Rowe Price Group, Inc.		1,625		178,279
UBS Group AG(a)		42,353		503,375
				8,402,973
CONSUMER FINANCE–0.2%
Acom Co., Ltd.		13,014		46,964
American Express Co.		4,710		581,402
Capital One Financial Corp.		3,213		291,548
Credit Saison Co., Ltd.		3,500		41,077
Discover Financial Services		2,210		171,474
Synchrony Financial		4,418		153,172
				1,285,637
DIVERSIFIED FINANCIAL SERVICES–0.8%
AMP Ltd.		67,589		100,821
Berkshire Hathaway, Inc.–Class B(a)		13,114		2,795,511
Challenger Ltd.		12,809		59,788
EXOR NV		3,679		257,745
Groupe Bruxelles Lambert SA		768		75,457
IHS Markit Ltd.(a)		2,361		150,443
Industrivarden AB–Class C		4,979		110,478
Investor AB–Class B		4,336		208,514
Jefferies Financial Group, Inc.		1,855		35,672
Kinnevik AB		4,676	$	121,715
Mitsubishi UFJ Lease & Finance Co., Ltd.		7,362		39,121
ORIX Corp.		14,110		210,873
Pargesa Holding SA		1,023		78,899
Wendel SA		844		115,060
				4,360,097
INSURANCE–2.3%
Admiral Group PLC		2,010		56,363
Aegon NV		38,312		190,313
Aflac, Inc.		5,110		280,079
Ageas		2,085		108,504
AIA Group Ltd.		128,423		1,386,827
Allianz SE		4,871		1,174,769
Allstate Corp. (The)		2,300		233,887
American International Group, Inc.		5,893		313,979
Aon PLC		1,665		321,312
Arthur J Gallagher & Co.		1,202		105,283
Assicurazioni Generali SpA		11,115		209,268
Assurant, Inc.		310		32,978
Aviva PLC		43,251		229,081
Baloise Holding AG		926		164,001
Chubb Ltd.		3,132		461,312
Cincinnati Financial Corp.		960		99,523
CNP Assurances		4,544		103,141
Dai-ichi Life Holdings, Inc.		11,850		179,287
Direct Line Insurance Group PLC		13,089		55,174
Everest Re Group Ltd.		294		72,671
Gjensidige Forsikring ASA		3,690		74,372
Hannover Rueck SE		795		128,546
Hartford Financial Services Group, Inc. (The)		2,375		132,335
Insurance Australia Group Ltd.		22,589		131,151
Japan Post Holdings Co., Ltd.		16,700		189,128
Legal & General Group PLC		63,405		217,226
Lincoln National Corp.		1,390		89,586
Loews Corp.		1,790		97,859
Mapfre SA		17,737		51,869
Marsh & McLennan Cos., Inc.		3,390		338,152
Medibank Pvt Ltd.		39,307		96,448
MetLife, Inc.		6,570		326,332
MS&AD Insurance Group Holdings, Inc.		4,800		152,575
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen		1,588		398,044
NN Group NV		7,137		286,899
Principal Financial Group, Inc.		1,740		100,781
Progressive Corp. (The)		3,845		307,331
Prudential Financial, Inc.		2,765		279,265
Prudential PLC		30,322		661,959
QBE Insurance Group Ltd.		13,053		108,590
RSA Insurance Group PLC		10,859		79,581
Sampo Oyj–Class A		4,765		224,929
SCOR SE		3,333		146,115
Sompo Holdings, Inc.		4,000		154,726

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Sony Financial Holdings, Inc.		4,130	$	99,389
Suncorp Group Ltd.		12,247		115,974
Swiss Life Holding AG		342		169,559
Swiss Re AG		3,176		322,737
T&D Holdings, Inc.		5,500		59,859
Tokio Marine Holdings, Inc.		7,300		366,280
Torchmark Corp.		652		58,328
Travelers Cos., Inc. (The)		1,830		273,622
Tryg A/S		1,821		59,256
Unum Group		1,420		47,641
Willis Towers Watson PLC		887		169,896
Zurich Insurance Group AG		1,604		558,111
				12,852,203
				51,788,488
INFORMATION TECHNOLOGY–8.2%
COMMUNICATIONS EQUIPMENT–0.5%
Arista Networks, Inc.(a)		335		86,973
Cisco Systems, Inc.		30,290		1,657,772
F5 Networks, Inc.(a)		380		55,339
Juniper Networks, Inc.		2,240		59,651
Motorola Solutions, Inc.		1,145		190,906
Nokia Oyj		62,192		309,765
Telefonaktiebolaget LM Ericsson–Class B		28,969		274,966
				2,635,372
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%
Alps Alpine Co., Ltd.		2,053		34,769
Amphenol Corp.–Class A		2,050		196,677
Corning, Inc.		5,405		179,608
FLIR Systems, Inc.		910		49,231
Halma PLC		4,302		110,487
Hamamatsu Photonics KK		1,600		62,507
Hexagon AB–Class B		4,263		237,038
Hirose Electric Co., Ltd.		315		35,248
Hitachi High-Technologies Corp.		1,881		96,701
Hitachi Ltd.		10,400		382,644
Ingenico Group SA		930		82,306
IPG Photonics Corp.(a)		273		42,110
Keyence Corp.		1,054		650,025
Keysight Technologies, Inc.(a)		1,228		110,287
Kyocera Corp.		3,637		238,310
Murata Manufacturing Co., Ltd.		6,000		270,124
Nippon Electric Glass Co., Ltd.		2,938		74,673
Omron Corp.		1,800		94,403
Shimadzu Corp.		2,000		49,236
TDK Corp.		1,200		93,473
TE Connectivity Ltd.		2,260		216,463
Venture Corp., Ltd.		4,005		48,355
Yaskawa Electric Corp.		2,723		93,118
Yokogawa Electric Corp.		4,500		88,572
				3,536,365
IT SERVICES–1.8%
Accenture PLC–Class A		4,335	$	800,978
Adyen NV(a)(c)		83		64,025
Akamai Technologies, Inc.(a)		1,005		80,541
Alliance Data Systems Corp.		330		46,243
Amadeus IT Group SA–Class A		4,973		394,088
Atos SE		677		56,561
Automatic Data Processing, Inc.		2,920		482,764
Broadridge Financial Solutions, Inc.		819		104,570
Capgemini SE		1,557		193,587
Cognizant Technology Solutions Corp.–Class A		3,880		245,953
Computershare Ltd.		3,663		41,775
DXC Technology Co.		1,868		103,020
Fidelity National Information Services, Inc.		2,220		272,350
Fiserv, Inc.(a)(b)		2,650		241,574
FleetCor Technologies, Inc.(a)		661		185,642
Fujitsu Ltd.		2,228		155,706
Gartner, Inc.(a)		640		103,002
Global Payments, Inc.(b)		1,009		161,571
International Business Machines Corp.		6,168		850,567
Itochu Techno-Solutions Corp.		1,463		37,611
Jack Henry & Associates, Inc.		547		73,254
Mastercard, Inc.–Class A		6,160		1,629,505
Nomura Research Institute Ltd.		3,900		62,717
NTT Data Corp.		6,010		80,246
Obic Co., Ltd.		730		82,961
Otsuka Corp.		1,200		48,392
Paychex, Inc.		2,145		176,512
PayPal Holdings, Inc.(a)		7,935		908,240
Total System Services, Inc.		1,060		135,966
VeriSign, Inc.(a)		775		162,099
Visa, Inc.–Class A(b)		11,850		2,056,567
Western Union Co. (The)–Class W(b)		2,930		58,278
Wirecard AG		1,262		213,046
Wix.com Ltd.(a)		521		74,034
Worldline SA/France(a)(c)		270		19,617
				10,403,562
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.5%
Advanced Micro Devices, Inc.(a)(b)		5,883		178,667
Advantest Corp.		2,262		62,275
Analog Devices, Inc.		2,510		283,304
Applied Materials, Inc.		6,635		297,978
ASM Pacific Technology Ltd.		900		9,227
ASML Holding NV		3,784		787,412
Broadcom, Inc.		2,859		822,992
Disco Corp.		309		50,990
Infineon Technologies AG		10,766		191,308
Intel Corp.		30,740		1,471,524
KLA-Tencor Corp.		1,060		125,292
Lam Research Corp.		1,029		193,287

5

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

Company	Shares		U.S. $ Value
Maxim Integrated Products, Inc.		1,775	$	106,180
Microchip Technology, Inc.(b)		1,595		138,286
Micron Technology, Inc.(a)		7,520		290,197
NVIDIA Corp.		4,135		679,091
NXP Semiconductors NV		3,348		326,798
Qorvo, Inc.(a)		768		51,156
QUALCOMM, Inc.		8,094		615,711
Renesas Electronics Corp.(a)		9,161		45,574
Rohm Co., Ltd.		1,300		87,589
Skyworks Solutions, Inc.		1,124		86,851
STMicroelectronics NV		12,251		217,285
SUMCO Corp.		2,522		30,062
Texas Instruments, Inc.		6,475		743,071
Tokyo Electron Ltd.		1,689		237,398
Xilinx, Inc.		1,735		204,591
				8,334,096
SOFTWARE–2.5%
Adobe, Inc.(a)		3,360		990,024
ANSYS, Inc.(a)		612		125,350
Autodesk, Inc.(a)		1,525		248,422
Cadence Design Systems, Inc.(a)		1,864		131,990
Check Point Software Technologies Ltd.(a)(b)		1,416		163,704
Citrix Systems, Inc.–Class C		880		86,363
CyberArk Software Ltd.(a)		422		53,948
Dassault Systemes SE		1,424		227,136
Fortinet, Inc.(a)		919		70,607
Intuit, Inc.		1,800		470,394
Micro Focus International PLC		3,943		103,701
Microsoft Corp.		52,233		6,997,133
Nice Ltd.(a)		690		94,458
Oracle Corp.		17,156		977,377
Oracle Corp./Japan		500		36,608
Red Hat, Inc.(a)		1,240		232,822
Sage Group PLC (The)		12,240		124,831
salesforce.com, Inc.(a)		5,162		783,230
SAP SE		11,137		1,526,792
Symantec Corp.		4,255		92,589
Synopsys, Inc.(a)		1,022		131,521
Temenos AG(a)		662		118,534
Trend Micro, Inc./Japan		1,600		71,494
				13,859,028
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.3%
Apple, Inc.		30,184		5,974,017
Brother Industries Ltd.		2,200		41,671
Canon, Inc.		11,400		333,827
FUJIFILM Holdings Corp.		4,200		213,233
Hewlett Packard Enterprise Co.		9,560		142,922
HP, Inc.		10,610		220,582
Konica Minolta, Inc.		6,000		58,462
NEC Corp.		2,500		98,653
NetApp, Inc.		1,640		101,188
Ricoh Co., Ltd.		6,000		60,025
Seagate Technology PLC		1,750		82,460
Seiko Epson Corp.		2,700		42,779
Western Digital Corp.		1,863	$	88,586
Xerox Corp.		1,386		49,078
				7,507,483
				46,275,906
HEALTH CARE–7.4%
BIOTECHNOLOGY–0.8%
AbbVie, Inc.		10,162		738,981
Alexion Pharmaceuticals, Inc.(a)		1,480		193,850
Amgen, Inc.		4,278		788,350
BeiGene Ltd. (Sponsored ADR)(a)(b)		405		50,200
Biogen, Inc.(a)		1,365		319,232
Celgene Corp.(a)		4,730		437,241
CSL Ltd.		5,165		782,104
Genmab A/S(a)		540		99,294
Gilead Sciences, Inc.		8,715		588,785
Grifols SA		3,644		107,839
Incyte Corp.(a)		1,140		96,854
PeptiDream, Inc.(a)		1,023		52,543
Regeneron Pharmaceuticals, Inc.(a)		540		169,020
Vertex Pharmaceuticals, Inc.(a)		1,707		313,030
				4,737,323
HEALTH CARE EQUIPMENT & SUPPLIES–1.5%
Abbott Laboratories		11,776		990,362
ABIOMED, Inc.(a)		308		80,231
Alcon, Inc.(a)		4,817		297,448
Align Technology, Inc.(a)		540		147,798
Asahi Intecc Co., Ltd.		1,468		36,288
Baxter International, Inc.		3,280		268,632
Becton Dickinson and Co.		1,848		465,714
Boston Scientific Corp.(a)		9,260		397,995
Cochlear Ltd.		405		58,966
Coloplast A/S–Class B		1,154		130,447
Cooper Cos., Inc. (The)		361		121,617
Danaher Corp.		4,140		591,689
Demant A/S(a)		2,050		63,806
DENTSPLY SIRONA, Inc.		1,496		87,307
Edwards Lifesciences Corp.(a)		1,390		256,789
Fisher & Paykel Healthcare Corp., Ltd.		6,133		63,799
Hologic, Inc.(a)		1,720		82,594
Hoya Corp.		4,322		332,164
IDEXX Laboratories, Inc.(a)		633		174,284
Intuitive Surgical, Inc.(a)		815		427,508
Koninklijke Philips NV		14,135		614,532
Medtronic PLC		9,059		882,256
Olympus Corp.		11,200		124,644
ResMed, Inc.		916		111,779
Sartorius AG (Preference Shares)		812		166,528
Siemens Healthineers AG(c)		1,618		68,179
Smith & Nephew PLC		9,779		212,347
Sonova Holding AG		666		151,581
Straumann Holding AG		145		128,133
Stryker Corp.		2,075		426,578
Sysmex Corp.		1,836		120,111

6

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Teleflex, Inc.		311	$	102,988
Terumo Corp.		6,600		197,165
Varian Medical Systems, Inc.(a)		645		87,804
Zimmer Biomet Holdings, Inc.		1,385		163,070
				8,633,133
HEALTH CARE PROVIDERS & SERVICES–1.0%
Alfresa Holdings Corp.		2,700		66,774
AmerisourceBergen Corp.–Class A		1,035		88,244
Anthem, Inc.		1,750		493,867
Cardinal Health, Inc.		1,995		93,965
Centene Corp.(a)		2,774		145,469
Cigna Corp.(a)		2,561		403,486
CVS Health Corp.		8,729		475,643
DaVita, Inc.(a)		850		47,821
Fresenius Medical Care AG & Co. KGaA		2,085		163,742
Fresenius SE & Co. KGaA		4,696		254,993
HCA Healthcare, Inc.		1,850		250,064
Henry Schein, Inc.(a)(b)		1,040		72,696
Humana, Inc.		965		256,014
Laboratory Corp. of America Holdings(a)		725		125,353
McKesson Corp.		1,365		183,442
Medipal Holdings Corp.		3,900		86,262
NMC Health PLC		1,143		34,971
Quest Diagnostics, Inc.		850		86,539
Ramsay Health Care Ltd.		1,156		58,688
Ryman Healthcare Ltd.		5,937		46,890
Sonic Healthcare Ltd.		5,598		106,664
Suzuken Co., Ltd./Aichi Japan		1,200		70,516
UnitedHealth Group, Inc.		6,535		1,594,605
Universal Health Services, Inc.–Class B		550		71,715
WellCare Health Plans, Inc.(a)		347		98,919
				5,377,342
HEALTH CARE TECHNOLOGY–0.1%
Cerner Corp.		2,180		159,794
M3, Inc.		4,140		75,973
				235,767
LIFE SCIENCES TOOLS & SERVICES–0.4%
Agilent Technologies, Inc.		2,145		160,167
Illumina, Inc.(a)		1,011		372,199
IQVIA Holdings, Inc.(a)		1,096		176,346
Lonza Group AG(a)		779		262,985
Mettler-Toledo International, Inc.(a)		220		184,800
PerkinElmer, Inc.		755		72,737
QIAGEN NV(a)		2,703		109,990
Sartorius Stedim Biotech		712		112,270
Thermo Fisher Scientific, Inc.		2,785		817,899
Waters Corp.(a)(b)		545		117,306
				2,386,699
PHARMACEUTICALS–3.6%
Allergan PLC		2,100	$	351,603
Astellas Pharma, Inc.		22,500		320,642
AstraZeneca PLC		14,359		1,173,872
Bayer AG		10,385		720,307
Bristol-Myers Squibb Co.		10,965		497,263
Chugai Pharmaceutical Co., Ltd.		2,537		166,155
Daiichi Sankyo Co., Ltd.		6,428		337,120
Eisai Co., Ltd.		2,933		166,231
Eli Lilly & Co.		5,913		655,101
GlaxoSmithKline PLC		56,263		1,127,782
Hisamitsu Pharmaceutical Co., Inc.		1,000		39,631
Ipsen SA		880		120,028
Johnson & Johnson		18,105		2,521,664
Kyowa Hakko Kirin Co., Ltd.		2,152		38,830
Merck & Co., Inc.		17,505		1,467,794
Merck KGaA		1,230		128,475
Mitsubishi Tanabe Pharma Corp.		3,000		33,386
Mylan NV(a)		3,455		65,783
Nektar Therapeutics(a)(b)		1,074		38,213
Novartis AG		24,089		2,199,127
Novo Nordisk A/S–Class B		20,377		1,040,800
Ono Pharmaceutical Co., Ltd.		3,900		70,121
Orion Oyj–Class B		974		35,717
Otsuka Holdings Co., Ltd.		4,348		142,078
Perrigo Co. PLC		822		39,144
Pfizer, Inc.		37,944		1,643,734
Recordati SpA		2,055		85,653
Roche Holding AG		7,961		2,238,535
Sanofi		12,344		1,066,797
Santen Pharmaceutical Co., Ltd.		2,500		41,563
Shionogi & Co., Ltd.		2,800		161,792
Sumitomo Dainippon Pharma Co., Ltd.		2,900		55,209
Taisho Pharmaceutical Holdings Co., Ltd.		567		43,674
Takeda Pharmaceutical Co., Ltd.		16,445		584,995
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)(a)(b)		12,347		113,963
UCB SA		1,519		126,061
Vifor Pharma AG		802		115,920
Zoetis, Inc.		3,246		368,389
				20,143,152
				41,513,416
INDUSTRIALS–7.0%
AEROSPACE & DEFENSE–1.2%
Airbus SE		6,243		883,519
Arconic, Inc.		2,856		73,742
BAE Systems PLC		33,818		212,542
Boeing Co. (The)		3,560		1,295,876
Dassault Aviation SA		41		58,929
Elbit Systems Ltd.		250		37,300
General Dynamics Corp.		1,910		347,276
Huntington Ingalls Industries, Inc.		329		73,940
L3 Harris Technologies, Inc.		845		159,815
L3 Technologies, Inc.		525		128,714

7

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

Company	Shares		U.S. $ Value
Leonardo SpA		5,271	$	66,871
Lockheed Martin Corp.		1,700		618,018
Meggitt PLC		10,854		72,314
MTU Aero Engines AG		579		138,098
Northrop Grumman Corp.		1,240		400,656
Raytheon Co.		1,950		339,066
Rolls-Royce Holdings PLC(a)		19,591		209,289
Safran SA		3,586		524,602
Singapore Technologies Engineering Ltd.		43,000		131,700
Textron, Inc.		1,555		82,477
Thales SA		1,184		146,250
TransDigm Group, Inc.(a)		363		175,619
United Technologies Corp.		5,475		712,845
				6,889,458
AIR FREIGHT & LOGISTICS–0.3%
Bollore SA		25,929		114,410
CH Robinson Worldwide, Inc.(b)		865		72,963
Deutsche Post AG		10,803		355,384
Expeditors International of Washington, Inc.		1,120		84,963
FedEx Corp.		1,615		265,167
Kuehne & Nagel International AG		477		70,852
SG Holdings Co., Ltd.		2,174		61,816
United Parcel Service, Inc.–Class B		4,655		480,722
Yamato Holdings Co., Ltd.		3,400		69,304
				1,575,581
AIRLINES–0.2%
Alaska Air Group, Inc.		743		47,485
American Airlines Group, Inc.(b)		2,682		87,460
ANA Holdings, Inc.		1,007		33,378
Delta Air Lines, Inc.		4,202		238,464
Deutsche Lufthansa AG		3,330		57,096
easyJet PLC		2,320		28,089
Japan Airlines Co., Ltd.		900		28,724
Singapore Airlines Ltd.		14,000		95,933
Southwest Airlines Co.		3,405		172,906
United Continental Holdings, Inc.(a)		1,522		133,251
				922,786
BUILDING PRODUCTS–0.3%
AGC, Inc./Japan		2,000		69,284
Allegion PLC		635		70,199
AO Smith Corp.		955		45,038
Assa Abloy AB–Class B		9,541		215,271
Cie de Saint-Gobain		4,539		177,247
Daikin Industries Ltd.		2,774		363,225
Fortune Brands Home & Security, Inc.		871		49,760
Geberit AG		360		168,273
Johnson Controls International PLC		6,192		255,791
Kingspan Group PLC		1,858		100,904
LIXIL Group Corp.		2,500	$	39,657
Masco Corp.		2,005		78,676
TOTO Ltd.		1,522		60,275
				1,693,600
COMMERCIAL SERVICES & SUPPLIES–0.3%
Brambles Ltd.		15,030		136,121
Cintas Corp.		585		138,815
Copart, Inc.(a)		1,391		103,963
Dai Nippon Printing Co., Ltd.		2,500		53,393
G4S PLC		17,154		45,383
ISS A/S		1,785		53,965
Park24 Co., Ltd.		1,300		30,352
Rentokil Initial PLC		20,957		105,805
Republic Services, Inc.–Class A		1,400		121,296
Rollins, Inc.(b)		944		33,861
Secom Co., Ltd.		2,338		201,465
Societe BIC SA		891		67,872
Sohgo Security Services Co., Ltd.		1,000		46,222
Toppan Printing Co., Ltd.		2,500		38,016
Waste Management, Inc.		2,645		305,154
				1,481,683
CONSTRUCTION & ENGINEERING–0.3%
ACS Actividades de Construccion y Servicios SA		2,672		106,904
Bouygues SA		1,739		64,400
CIMIC Group Ltd.		2,988		93,959
Eiffage SA		1,102		108,910
Epiroc AB–Class A		16,027		166,990
Epiroc AB–Class B		3,579		35,502
Ferrovial SA		4,869		124,640
HOCHTIEF AG		422		51,391
Jacobs Engineering Group, Inc.		715		60,339
JGC Corp.		4,000		54,724
Kajima Corp.		3,500		48,141
Obayashi Corp.		6,000		59,272
Quanta Services, Inc.		915		34,944
Shimizu Corp.		4,000		33,305
Skanska AB–Class B		8,587		155,158
Taisei Corp.		2,000		72,853
Vinci SA		5,456		557,197
				1,828,629
ELECTRICAL EQUIPMENT–0.5%
ABB Ltd.		20,970		420,410
AMETEK, Inc.		1,499		136,169
Eaton Corp. PLC		2,844		236,848
Emerson Electric Co.		4,150		276,888
Fuji Electric Co., Ltd.		2,800		97,039
Legrand SA		2,541		185,769
Melrose Industries PLC		52,623		120,967
Mitsubishi Electric Corp.		21,000		277,622
Nidec Corp.		2,567		352,539
Prysmian SpA		1,074		22,191
Rockwell Automation, Inc.		830		135,979

8

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Schneider Electric SE		6,098	$	551,765
Siemens Gamesa Renewable Energy SA		2,259		37,546
Vestas Wind Systems A/S		2,133		184,790
				3,036,522
INDUSTRIAL CONGLOMERATES–0.8%
3M Co.		3,955		685,560
CK Hutchison Holdings Ltd.		25,840		254,879
DCC PLC		1,216		108,481
General Electric Co.		58,659		615,919
Honeywell International, Inc.		5,005		873,823
Jardine Matheson Holdings Ltd.		2,300		145,068
Jardine Strategic Holdings Ltd.		2,005		76,505
Keihan Holdings Co., Ltd.		1,000		43,630
Keppel Corp., Ltd.		13,000		64,056
NWS Holdings Ltd.		37,000		76,100
Roper Technologies, Inc.		725		265,539
Siemens AG		8,669		1,032,091
Smiths Group PLC		3,761		74,829
Toshiba Corp.		7,200		224,458
				4,540,938
MACHINERY–1.3%
Alfa Laval AB		3,778		82,559
Alstom SA		3,502		162,320
Amada Holdings Co., Ltd.		3,000		33,910
ANDRITZ AG		693		26,091
Atlas Copco AB–Class A		6,392		204,836
Atlas Copco AB–Class B SHS		3,579		102,898
Caterpillar, Inc.		3,985		543,116
CNH Industrial NV		22,634		232,524
Cummins, Inc.		1,000		171,340
Daifuku Co., Ltd.		1,030		58,178
Deere & Co.		2,135		353,791
Dover Corp.		985		98,697
FANUC Corp.		2,100		390,207
Flowserve Corp.		810		42,679
Fortive Corp.		1,970		160,594
GEA Group AG		1,741		49,411
Hino Motors Ltd.		6,000		50,641
Hitachi Construction Machinery Co., Ltd.		3,000		78,485
Hoshizaki Corp.		400		29,828
IHI Corp.		2,600		62,855
Illinois Tool Works, Inc.		2,025		305,390
Ingersoll-Rand PLC		1,605		203,305
JTEKT Corp.		4,300		52,285
Kawasaki Heavy Industries Ltd.		3,337		78,700
KION Group AG		1,747		110,482
Knorr-Bremse AG		473		52,709
Komatsu Ltd.		9,800		237,922
Kone Oyj–Class B		3,593		212,179
Kubota Corp.		11,872		198,340
Kurita Water Industries Ltd.		1,200		29,898
Makita Corp.		2,200		75,113
Metso Oyj		1,073		42,229
MINEBEA MITSUMI, Inc.		4,131		70,382
MISUMI Group, Inc.		2,900	$	73,100
Mitsubishi Heavy Industries Ltd.		3,100		135,197
Nabtesco Corp.		1,000		27,937
NGK Insulators Ltd.		2,000		29,248
NSK Ltd.		4,719		42,180
PACCAR, Inc.		2,310		165,535
Parker-Hannifin Corp.		945		160,659
Pentair PLC		1,060		39,432
Sandvik AB		12,165		223,545
Schindler Holding AG		413		92,057
Schindler Holding AG (REG)		575		125,703
SKF AB–Class B		4,700		86,524
SMC Corp./Japan		600		224,925
Snap-on, Inc.(b)		420		69,569
Spirax-Sarco Engineering PLC		834		97,361
Stanley Black & Decker, Inc.		1,065		154,010
Sumitomo Heavy Industries Ltd.		1,200		41,457
Techtronic Industries Co., Ltd.		13,454		103,069
THK Co., Ltd.		1,531		36,826
Volvo AB–Class B		14,676		233,197
Wabtec Corp.		315		22,604
Wartsila Oyj Abp		4,224		61,332
Weir Group PLC (The)		2,037		40,081
Xylem, Inc./NY		1,135		94,931
Yangzijiang Shipbuilding Holdings Ltd.		56,331		63,821
				7,048,194
MARINE–0.0%
AP Moller–Maersk A/S–Class A		70		81,407
AP Moller–Maersk A/S–Class B		68		84,613
Mitsui OSK Lines Ltd.		1,200		28,816
Nippon Yusen KK		3,100		49,892
				244,728
PROFESSIONAL SERVICES–0.5%
Adecco Group AG		1,673		100,543
Bureau Veritas SA		3,094		76,369
Equifax, Inc.		755		102,106
Experian PLC		10,230		309,862
Intertek Group PLC		1,990		139,121
Nielsen Holdings PLC		2,316		52,341
Persol Holdings Co., Ltd.		2,583		60,897
Randstad NV		1,613		88,526
Recruit Holdings Co., Ltd.		13,453		450,432
RELX PLC (London)		22,241		539,443
Robert Half International, Inc.		785		44,753
SEEK Ltd.		4,101		61,040
SGS SA		52		132,541
Teleperformance		655		131,234
Verisk Analytics, Inc.–Class A		1,100		161,106
Wolters Kluwer NV		5,568		405,079
				2,855,393
ROAD & RAIL–0.7%
Aurizon Holdings Ltd.		22,082		83,827
Central Japan Railway Co.		1,537		308,181
CSX Corp.		5,360		414,703

9

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

Company	Shares		U.S. $ Value
DSV A/S		1,630	$	160,506
East Japan Railway Co.		3,600		337,117
Hankyu Hanshin Holdings, Inc.		2,200		78,941
JB Hunt Transport Services, Inc.		603		55,120
Kansas City Southern		670		81,619
Keikyu Corp.		2,000		34,486
Keio Corp.		1,200		79,084
Keisei Electric Railway Co., Ltd.		1,465		53,436
Kintetsu Group Holdings Co., Ltd.		1,700		81,502
Kyushu Railway Co.		1,722		50,235
MTR Corp., Ltd.		15,500		104,406
Nagoya Railroad Co., Ltd.		1,800		49,849
Nippon Express Co., Ltd.		1,200		63,960
Norfolk Southern Corp.		1,840		366,767
Odakyu Electric Railway Co., Ltd.		3,000		73,517
Seibu Holdings, Inc.		3,142		52,452
Tobu Railway Co., Ltd.		2,165		63,184
Tokyu Corp.		5,000		88,774
Union Pacific Corp.		5,000		845,550
West Japan Railway Co.		1,568		126,907
				3,654,123
TRADING COMPANIES & DISTRIBUTORS–0.4%
AerCap Holdings NV(a)		1,498		77,911
Ashtead Group PLC		5,697		163,227
Brenntag AG		1,471		72,178
Bunzl PLC		3,191		84,198
Fastenal Co.(b)		3,760		122,538
Ferguson PLC(a)		2,936		209,014
ITOCHU Corp.		16,000		306,512
Marubeni Corp.		16,000		106,204
Mitsubishi Corp.		16,100		425,449
Mitsui & Co., Ltd.		18,200		297,077
MonotaRO Co., Ltd.		2,090		51,197
Sumitomo Corp.		13,465		204,507
Toyota Tsusho Corp.		2,300		69,867
United Rentals, Inc.(a)		500		66,315
WW Grainger, Inc.		380		101,927
				2,358,121
TRANSPORTATION INFRASTRUCTURE–0.2%
Aena SME SA(c)		780		154,598
Aeroports de Paris		1,000		176,433
Atlantia SpA		3,639		94,892
Auckland International Airport Ltd.		10,521		69,652
Getlink SE		6,892		110,399
Kamigumi Co., Ltd.		1,500		35,571
Sydney Airport		8,828		49,874
Transurban Group		30,317		313,914
				1,005,333
				39,135,089
CONSUMER DISCRETIONARY–6.2%
AUTO COMPONENTS–0.3%
Aisin Seiki Co., Ltd.		1,800	$	62,091
Aptiv PLC(b)		1,691		136,684
BorgWarner, Inc.		1,380		57,932
Bridgestone Corp.		6,900		272,198
Cie Generale des Etablissements Michelin SCA–Class B		1,732		218,997
Continental AG		1,047		152,463
Denso Corp.		5,200		219,264
Faurecia SA		1,635		75,834
Koito Manufacturing Co., Ltd.		1,000		53,516
NGK Spark Plug Co., Ltd.		3,000		56,440
Nokian Renkaat Oyj(a)		1,090		34,041
Stanley Electric Co., Ltd.		1,600		39,451
Sumitomo Electric Industries Ltd.		7,200		94,771
Sumitomo Rubber Industries Ltd.		4,100		47,487
Toyota Industries Corp.		1,600		88,244
Valeo SA		2,277		74,130
Yokohama Rubber Co., Ltd. (The)		1,000		18,412
				1,701,955
AUTOMOBILES–1.0%
Bayerische Motoren Werke AG		3,152		232,988
Daimler AG		10,262		572,330
Ferrari NV		1,527		247,587
Fiat Chrysler Automobiles NV		14,140		196,241
Ford Motor Co.		26,320		269,254
General Motors Co.		8,816		339,680
Harley-Davidson, Inc.(b)		1,050		37,622
Honda Motor Co., Ltd.		18,521		478,930
Isuzu Motors Ltd.		5,500		62,816
Mazda Motor Corp.		5,200		53,827
Mitsubishi Motors Corp.		11,400		54,755
Nissan Motor Co., Ltd.		26,300		188,373
Peugeot SA		7,475		183,978
Porsche Automobil Holding SE (Preference Shares)		1,458		94,456
Renault SA		1,830		115,053
Subaru Corp.		6,000		146,083
Suzuki Motor Corp.		4,173		196,323
Toyota Motor Corp.		25,884		1,606,460
Volkswagen AG		630		108,062
Volkswagen AG (Preference Shares)		2,067		348,161
Yamaha Motor Co., Ltd.		2,700		48,124
				5,581,103
DISTRIBUTORS–0.0%
Genuine Parts Co.		1,010		104,616
Jardine Cycle & Carriage Ltd.		2,000		53,595
LKQ Corp.(a)		2,064		54,923
				213,134

10

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
DIVERSIFIED CONSUMER SERVICES–0.0%
Benesse Holdings, Inc.		300	$	7,001
H&R Block, Inc.(b)		1,320		38,676
				45,677
HOTELS, RESTAURANTS & LEISURE–1.0%
Accor SA		2,705		116,114
Aristocrat Leisure Ltd.		4,876		105,401
Carnival Corp.		2,685		124,987
Carnival PLC		2,273		100,031
Chipotle Mexican Grill, Inc.–Class A(a)		244		178,823
Compass Group PLC		17,973		430,844
Crown Resorts Ltd.		9,430		82,422
Darden Restaurants, Inc.		870		105,905
Domino’s Pizza Enterprises Ltd.		823		21,750
Flutter Entertainment PLC		1,060		79,720
Galaxy Entertainment Group Ltd.		20,155		135,583
Genting Singapore Ltd.		92,000		62,593
GVC Holdings PLC		5,872		48,676
Hilton Worldwide Holdings, Inc.		1,966		192,157
InterContinental Hotels Group PLC		1,950		128,251
Marriott International, Inc./MD–Class A		1,931		270,900
McDonald’s Corp.		5,180		1,075,679
McDonald’s Holdings Co. Japan Ltd.		2,200		97,063
Melco Resorts & Entertainment Ltd. (ADR)		2,345		50,933
Merlin Entertainments PLC(c)		11,141		63,684
MGM Resorts International		3,360		95,995
Norwegian Cruise Line Holdings Ltd.(a)		1,481		79,426
Oriental Land Co., Ltd./Japan		2,100		260,522
Royal Caribbean Cruises Ltd.		1,177		142,664
Sands China Ltd.		39,744		189,860
Sodexo SA		1,005		117,478
Starbucks Corp.		8,311		696,711
Tabcorp Holdings Ltd.		26,623		83,181
TUI AG		4,841		47,532
Whitbread PLC		2,125		125,030
Wynn Macau Ltd.		77,455		173,394
Wynn Resorts Ltd.(b)		660		81,833
Yum! Brands, Inc.		2,045		226,320
				5,791,462
HOUSEHOLD DURABLES–0.4%
Auto Trader Group PLC(c)		9,529		66,367
Barratt Developments PLC		9,541		69,430
Berkeley Group Holdings PLC		1,236		58,578
Casio Computer Co., Ltd.		181		2,257
DR Horton, Inc.		2,255		97,258
Electrolux AB–Class B		2,430		62,289
Garmin Ltd.		770		61,446
Husqvarna AB–Class B		8,194		76,733
Iida Group Holdings Co., Ltd.		2,902		46,983
Leggett & Platt, Inc.(b)		825	$	31,655
Lennar Corp.–Class A		1,900		92,074
Mohawk Industries, Inc.(a)		450		66,362
Newell Brands, Inc.(b)		2,855		44,024
Nikon Corp.		3,200		45,503
Panasonic Corp.		23,500		196,299
Persimmon PLC		3,527		89,603
PulteGroup, Inc.		1,735		54,861
Rinnai Corp.		700		44,591
SEB SA		568		102,184
Sekisui Chemical Co., Ltd.		4,000		60,229
Sekisui House Ltd.		6,000		98,860
Sharp Corp./Japan		4,999		55,143
Sony Corp.		14,135		742,794
Taylor Wimpey PLC		31,025		62,256
Whirlpool Corp.(b)		450		64,062
				2,391,841
INTERNET & DIRECT MARKETING RETAIL–1.2%
Amazon.com, Inc.(a)		2,820		5,340,037
Booking Holdings, Inc.(a)		347		650,524
Delivery Hero SE(a)(c)		1,586		71,992
eBay, Inc.		6,085		240,358
Expedia Group, Inc.		832		110,681
Ocado Group PLC(a)		5,151		76,358
Rakuten, Inc.		8,852		105,827
Zalando SE(a)(c)		2,021		89,483
ZOZO, Inc.		2,592		48,644
				6,733,904
LEISURE PRODUCTS–0.1%
Bandai Namco Holdings, Inc.		1,900		92,197
Hasbro, Inc.		800		84,544
Sankyo Co., Ltd.		300		10,877
Shimano, Inc.		700		104,307
Yamaha Corp.		1,600		76,156
				368,081
MULTILINE RETAIL–0.3%
Dollar General Corp.		1,770		239,233
Dollar Tree, Inc.(a)		1,588		170,535
Harvey Norman Holdings Ltd.		14,257		40,798
Isetan Mitsukoshi Holdings Ltd.		2,200		17,859
J Front Retailing Co., Ltd.		3,500		40,209
Kohl’s Corp.(b)		1,080		51,354
Macy’s, Inc.		2,005		43,027
Marks & Spencer Group PLC		15,442		41,288
Marui Group Co., Ltd.		3,300		67,297
Next PLC		1,643		115,054
Nordstrom, Inc.(b)		720		22,939
Pan Pacific International Holdings Corp.		1,000		63,580
Ryohin Keikaku Co., Ltd.		257		46,564
Target Corp.		3,525		305,300
Wesfarmers Ltd.		12,002		305,093
				1,570,130

11

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

Company	Shares		U.S. $ Value
SPECIALTY RETAIL–0.9%
ABC-Mart, Inc.		500	$	32,608
Advance Auto Parts, Inc.		531		81,848
AutoZone, Inc.(a)		225		247,381
Best Buy Co., Inc.		1,500		104,595
CarMax, Inc.(a)(b)		1,120		97,250
Fast Retailing Co., Ltd.		641		387,996
Foot Locker, Inc.		692		29,009
Gap, Inc. (The)		1,405		25,248
Hennes & Mauritz AB–Class B		9,038		160,570
Hikari Tsushin, Inc.		500		109,233
Home Depot, Inc. (The)		7,630		1,586,811
Industria de Diseno Textil SA		11,626		349,795
Kingfisher PLC		29,522		80,468
L Brands, Inc.(b)		1,485		38,758
Lowe’s Cos., Inc.		5,390		543,905
Nitori Holdings Co., Ltd.		750		99,527
O’Reilly Automotive, Inc.(a)		590		217,899
Ross Stores, Inc.		2,450		242,844
Shimamura Co., Ltd.		200		14,973
Tiffany & Co.(b)		705		66,016
TJX Cos., Inc. (The)		8,340		441,019
Tractor Supply Co.		765		83,232
Ulta Salon Cosmetics & Fragrance, Inc.(a)		402		139,450
USS Co., Ltd.		4,120		81,391
Yamada Denki Co., Ltd.		10,990		48,638
				5,310,464
TEXTILES, APPAREL & LUXURY GOODS–1.0%
adidas AG		2,040		631,115
Burberry Group PLC		4,236		100,402
Capri Holdings Ltd.(a)		959		33,258
Cie Financiere Richemont SA		5,585		474,594
EssilorLuxottica SA		3,192		415,987
Hanesbrands, Inc.(b)		2,427		41,793
Hermes International		281		202,572
HUGO BOSS AG		1,317		87,773
Kering SA		859		507,002
LVMH Moet Hennessy Louis Vuitton SE		3,148		1,338,295
Moncler SpA		2,123		90,995
NIKE, Inc.–Class B		8,520		715,254
Pandora A/S		1,106		39,343
Puma SE		1,420		94,701
PVH Corp.		545		51,579
Ralph Lauren Corp.		390		44,300
Swatch Group AG (The)		294		84,279
Swatch Group AG (The)(REG)		1,834		99,388
Tapestry, Inc.		1,930		61,239
Under Armour, Inc.–Class A(a)(b)		1,247		31,611
Under Armour, Inc.–Class C(a)(b)		1,254		27,839
VF Corp.		2,110		184,308
				5,357,627
				35,065,378
CONSUMER STAPLES–5.4%
BEVERAGES–1.3%
Anheuser-Busch InBev SA/NV		8,385	$	741,992
Asahi Group Holdings Ltd.		3,700		166,569
Brown-Forman Corp.–Class B(b)		1,092		60,530
Carlsberg A/S–Class B		1,051		139,465
Coca-Cola Amatil Ltd.		14,439		103,658
Coca-Cola Bottlers Japan Holdings, Inc.		1,300		32,973
Coca-Cola Co. (The)		25,830		1,315,264
Coca-Cola European Partners PLC(a)		2,687		151,816
Coca-Cola HBC AG(a)		1,928		72,830
Constellation Brands, Inc.–Class A		1,170		230,420
Diageo PLC		27,623		1,188,900
Heineken Holding NV		1,000		104,745
Heineken NV		2,500		278,631
Kirin Holdings Co., Ltd.		9,345		201,782
Molson Coors Brewing Co.–Class B		1,200		67,200
Monster Beverage Corp.(a)		2,680		171,064
PepsiCo, Inc.		9,475		1,242,457
Pernod Ricard SA		2,406		443,128
Remy Cointreau SA		1,062		153,124
Suntory Beverage & Food Ltd.		1,324		57,570
Treasury Wine Estates Ltd.		6,024		63,267
				6,987,385
FOOD & STAPLES RETAILING–0.8%
Aeon Co., Ltd.		6,200		106,699
Carrefour SA		5,903		113,975
Casino Guichard Perrachon SA		1,228		41,891
Coles Group Ltd.(a)		12,002		112,688
Colruyt SA		862		50,042
Costco Wholesale Corp.		2,965		783,531
Dairy Farm International Holdings Ltd.		7,381		52,758
FamilyMart UNY Holdings Co., Ltd.		3,200		76,398
ICA Gruppen AB		2,462		105,838
J Sainsbury PLC		18,022		44,785
Jeronimo Martins SGPS SA		2,405		38,767
Koninklijke Ahold Delhaize NV		9,852		221,174
Kroger Co. (The)		5,380		116,800
Lawson, Inc.		600		28,825
METRO AG		7,593		138,745
Seven & i Holdings Co., Ltd.		8,000		271,051
Sundrug Co., Ltd.		1,000		27,121
Sysco Corp.		3,155		223,122
Tesco PLC		106,921		308,218
Tsuruha Holdings, Inc.		600		55,646
Walgreens Boots Alliance, Inc.		5,345		292,211
Walmart, Inc.		9,563		1,056,616
Wm Morrison Supermarkets PLC		31,098		79,600

12

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Woolworths Group Ltd.		14,003	$	326,987
				4,673,488
FOOD PRODUCTS–1.4%
a2 Milk Co., Ltd.(a)		8,040		79,476
Ajinomoto Co., Inc.		5,000		86,744
Archer-Daniels-Midland Co.		3,715		151,572
Associated British Foods PLC		3,965		124,125
Barry Callebaut AG		91		182,641
Calbee, Inc.		1,315		35,515
Campbell Soup Co.(b)		1,225		49,086
Chocoladefabriken Lindt & Spruengli AG (REG)		1		81,336
Conagra Brands, Inc.		3,185		84,466
Danone SA		6,291		532,673
General Mills, Inc.		3,935		206,666
Hershey Co. (The)		900		120,627
Hormel Foods Corp.		1,750		70,945
JM Smucker Co. (The)		795		91,576
Kellogg Co.(b)		1,665		89,194
Kerry Group PLC–Class A		1,906		227,568
Kikkoman Corp.		1,619		70,599
Kraft Heinz Co. (The)		4,178		129,685
Lamb Weston Holdings, Inc.		940		59,558
Marine Harvest ASA(a)		4,327		101,247
McCormick & Co., Inc./MD		825		127,883
MEIJI Holdings Co., Ltd.		1,100		78,651
Mondelez International, Inc.–Class A		9,735		524,717
Nestle SA		34,710		3,593,256
NH Foods Ltd.(a)		933		40,002
Nisshin Seifun Group, Inc.		4,000		91,355
Nissin Foods Holdings Co., Ltd.		1,200		77,402
Orkla ASA		10,095		89,592
Toyo Suisan Kaisha Ltd.		1,000		41,219
Tyson Foods, Inc.–Class A		1,975		159,462
WH Group Ltd.(c)		157,321		159,585
Wilmar International Ltd.		26,000		71,174
Yakult Honsha Co., Ltd.		1,333		78,672
Yamazaki Baking Co., Ltd.(a)		59		893
				7,709,162
HOUSEHOLD PRODUCTS–0.7%
Church & Dwight Co., Inc.		1,576		115,143
Clorox Co. (The)		820		125,550
Colgate-Palmolive Co.		5,800		415,686
Essity AB–Class B		4,979		153,171
Henkel AG & Co. KGaA		989		90,896
Henkel AG & Co. KGaA (Preference Shares)		1,696		165,902
Kimberly-Clark Corp.		2,315		308,543
Lion Corp.		2,000		37,311
Pigeon Corp.		1,287		51,899
Procter & Gamble Co. (The)		16,770		1,838,830
Reckitt Benckiser Group PLC		8,017		632,980
Unicharm Corp.		3,800		114,564
				4,050,475
PERSONAL PRODUCTS–0.7%
Beiersdorf AG		1,051	$	126,021
Coty, Inc.–Class A(b)		2,962		39,691
Estee Lauder Cos., Inc. (The)–Class A		1,440		263,678
Kao Corp.		5,400		412,043
Kobayashi Pharmaceutical Co., Ltd.		809		58,041
Kose Corp.		500		84,391
L’Oreal SA		2,700		767,686
Pola Orbis Holdings, Inc.		1,800		50,440
Shiseido Co., Ltd.		4,533		342,861
Unilever NV		15,507		942,176
Unilever PLC		12,594		781,776
				3,868,804
TOBACCO–0.5%
Altria Group, Inc.		12,660		599,451
British American Tobacco PLC		26,574		927,855
Imperial Brands PLC		10,218		239,767
Japan Tobacco, Inc.		13,598		299,750
Philip Morris International, Inc.		10,450		820,639
Swedish Match AB		2,884		121,930
				3,009,392
				30,298,706
COMMUNICATION SERVICES–4.5%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.2%
AT&T, Inc.		49,137		1,646,581
BT Group PLC		101,334		253,369
Cellnex Telecom SA(a)(c)		2,201		81,423
CenturyLink, Inc.		6,362		74,817
Deutsche Telekom AG		37,770		654,352
Elisa Oyj		1,354		66,066
Eurazeo SE		1,509		105,150
HKT Trust & HKT Ltd.–Class SS		55,098		87,460
Iliad SA		714		80,180
Koninklijke KPN NV		28,755		88,301
Nippon Telegraph & Telephone Corp.		7,400		344,764
Orange SA		18,911		298,285
Proximus SADP		1,568		46,342
Singapore Telecommunications Ltd.		76,000		196,621
Spark New Zealand Ltd.		17,417		46,858
Swisscom AG		247		124,066
Telecom Italia SpA/Milano(a)		150,129		81,964
Telefonica Deutschland Holding AG		17,113		47,811
Telefonica SA		52,707		433,425
Telenor ASA		7,146		151,825
Telia Co. AB		24,258		107,543
Telstra Corp., Ltd.		40,732		110,143
TPG Telecom Ltd.		8,880		40,189
United Internet AG		2,321		76,468

13

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

Company	Shares		U.S. $ Value
Verizon Communications, Inc.		27,845	$	1,590,785
Washington H Soul Pattinson & Co., Ltd.		3,258		50,379
				6,885,167
ENTERTAINMENT–0.8%
Activision Blizzard, Inc.		5,105		240,956
Electronic Arts, Inc.(a)		2,035		206,064
Konami Holdings Corp.		1,300		61,150
Netflix, Inc.(a)		2,982		1,095,348
Nexon Co., Ltd.(a)		5,190		75,824
Nintendo Co., Ltd.		1,284		471,098
Take-Two Interactive Software, Inc.(a)		785		89,121
Toho Co., Ltd./Tokyo		1,000		42,604
Ubisoft Entertainment SA(a)		804		62,880
Viacom, Inc.–Class B		2,310		69,000
Vivendi SA		11,072		303,845
Walt Disney Co. (The)		11,952		1,668,977
				4,386,867
INTERACTIVE MEDIA & SERVICES–1.4%
Alphabet, Inc.–Class A(a)		2,039		2,207,829
Alphabet, Inc.–Class C(a)		2,144		2,317,471
Facebook, Inc.–Class A(a)		16,237		3,133,741
Kakaku.com, Inc.		3,799		73,474
LINE Corp.(a)		933		26,241
REA Group Ltd.		1,002		67,688
TripAdvisor, Inc.(a)(b)		612		28,330
Twitter, Inc.(a)		4,786		167,032
Yahoo Japan Corp.		32,653		96,050
				8,117,856
MEDIA–0.6%
CBS Corp.–Class B		2,240		111,776
Charter Communications, Inc.–Class A(a)(b)		1,223		483,305
Comcast Corp.–Class A		30,602		1,293,852
CyberAgent, Inc.		1,112		40,524
Dentsu, Inc.		2,100		73,444
Discovery, Inc.–Class A(a)(b)		1,045		32,081
Discovery, Inc.–Class C(a)		2,354		66,971
DISH Network Corp.–Class A(a)		1,475		56,655
Eutelsat Communications SA		3,140		58,643
Fox Corp.–Class A(a)		2,440		89,402
Fox Corp.–Class B(a)		1,022		37,334
Hakuhodo DY Holdings, Inc.		2,490		42,058
Informa PLC		13,755		145,870
Interpublic Group of Cos., Inc. (The)		2,595		58,621
ITV PLC		44,429		60,932
JCDecaux SA		1,905		57,686
News Corp.–Class A		2,558		34,507
News Corp.–Class B		817		11,405
Omnicom Group, Inc.(b)		1,460		119,647
Pearson PLC		7,821		81,370
Publicis Groupe SA		1,801		95,058
RTL Group SA(a)		1,166		59,689
Schibsted ASA–Class B		2,252		58,712
SES SA		4,651	$	72,719
Singapore Press Holdings Ltd.		29,528		53,261
Telenet Group Holding NV		715		39,842
WPP PLC		13,761		173,340
				3,508,704
WIRELESS TELECOMMUNICATION SERVICES–0.5%
KDDI Corp.		19,550		497,483
Millicom International Cellular SA		641		36,083
NTT DOCOMO, Inc.		14,767		344,542
Softbank Corp.		19,000		246,826
SoftBank Group Corp.		18,384		885,471
Tele2 AB–Class B		9,542		139,363
Vodafone Group PLC		293,152		480,494
				2,630,262
				25,528,856
ENERGY–3.1%
ENERGY EQUIPMENT & SERVICES–0.2%
Baker Hughes a GE Co.–Class A(b)		3,460		85,220
Halliburton Co.		5,890		133,939
Helmerich & Payne, Inc.(b)		735		37,206
John Wood Group PLC		7,316		42,125
National Oilwell Varco, Inc.		2,505		55,686
Schlumberger Ltd.		9,300		369,582
TechnipFMC PLC(b)		2,818		73,099
Tenaris SA		10,900		142,962
				939,819
OIL, GAS & CONSUMABLE FUELS–2.9%
Aker BP ASA		1,570		45,281
Anadarko Petroleum Corp.		3,395		239,551
Apache Corp.		2,545		73,729
BP PLC		229,582		1,599,443
Cabot Oil & Gas Corp.		2,840		65,206
Caltex Australia Ltd.		3,100		53,962
Chevron Corp.		12,880		1,602,787
Cimarex Energy Co.		577		34,233
Concho Resources, Inc.		1,307		134,856
ConocoPhillips		7,720		470,920
Devon Energy Corp.		3,120		88,982
Diamondback Energy, Inc.		1,078		117,470
Enagas SA		2,159		57,616
Eni SpA		24,216		402,647
EOG Resources, Inc.		3,860		359,598
Equinor ASA		12,989		257,668
Exxon Mobil Corp.		28,510		2,184,721
Galp Energia SGPS SA		5,341		82,141
Hess Corp.		1,640		104,255
HollyFrontier Corp.		1,000		46,280
Idemitsu Kosan Co., Ltd.		2,956		89,404
Inpex Corp.		11,643		105,524
JXTG Holdings, Inc.		32,750		163,223

14

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Kinder Morgan, Inc./DE		12,789	$	267,034
Koninklijke Vopak NV		502		23,118
Lundin Petroleum AB		3,430		106,868
Marathon Oil Corp.		5,605		79,647
Marathon Petroleum Corp.		4,641		259,339
Neste Oyj		4,795		163,018
Noble Energy, Inc.		3,200		71,680
Occidental Petroleum Corp.(b)		5,050		253,914
Oil Search Ltd.		18,278		91,149
OMV AG		1,402		68,340
ONEOK, Inc.		2,718		187,026
Origin Energy Ltd.		16,658		85,657
Phillips 66		2,810		262,847
Pioneer Natural Resources Co.		1,115		171,554
Repsol SA		15,886		249,297
Royal Dutch Shell PLC–Class A		51,172		1,670,129
Royal Dutch Shell PLC–Class B		42,444		1,390,749
Santos Ltd.		18,468		92,202
Snam SpA		26,833		133,489
TOTAL SA		26,478		1,485,251
Valero Energy Corp.		2,825		241,848
Williams Cos., Inc. (The)		8,158		228,750
Woodside Petroleum Ltd.		10,061		258,050
				16,220,453
				17,160,272
MATERIALS–2.9%
CHEMICALS–1.6%
Air Liquide SA		4,557		637,380
Air Products & Chemicals, Inc.		1,520		344,082
Akzo Nobel NV		3,226		303,148
Albemarle Corp.(b)		661		46,541
Arkema SA		1,159		107,746
Asahi Kasei Corp.		12,000		128,287
BASF SE		9,789		712,142
Celanese Corp.–Class A		858		92,492
CF Industries Holdings, Inc.		1,500		70,065
Chr Hansen Holding A/S		1,460		137,393
Clariant AG(a)		4,702		95,662
Corteva, Inc.(a)		5,156		152,463
Covestro AG(c)		1,766		89,906
Croda International PLC		1,648		107,196
Daicel Corp.		3,000		26,736
Dow, Inc.(a)		5,156		254,242
DuPont de Nemours, Inc.		5,156		387,061
Eastman Chemical Co.		930		72,382
Ecolab, Inc.		1,740		343,546
EMS-Chemie Holding AG		203		131,777
Evonik Industries AG		2,574		75,001
FMC Corp.		830		68,849
FUCHS PETROLUB SE (Preference Shares)		2,420		95,010
Givaudan SA		88		248,559
Hitachi Chemical Co., Ltd.		3,000		81,767
Incitec Pivot Ltd.		32,013		76,725
International Flavors & Fragrances, Inc.(b)		651		94,410
Israel Chemicals Ltd.		9,886		52,010
Johnson Matthey PLC		1,842	$	77,875
JSR Corp.		800		12,672
Kansai Paint Co., Ltd.		3,000		63,048
Koninklijke DSM NV		2,026		249,977
Kuraray Co., Ltd.		3,000		35,938
LANXESS AG		1,767		104,941
Linde PLC		3,700		742,960
LyondellBasell Industries NV–Class A		2,099		180,787
Mitsubishi Chemical Holdings Corp.		13,000		91,017
Mitsubishi Gas Chemical Co., Inc.		2,500		33,438
Mitsui Chemicals, Inc.		1,600		39,751
Mosaic Co. (The)		2,330		58,320
Nippon Paint Holdings Co., Ltd.		2,000		77,861
Nissan Chemical Corp.		1,000		45,178
Nitto Denko Corp.		1,600		79,194
Novozymes A/S–Class B		2,458		114,609
Orica Ltd.		7,662		109,169
PPG Industries, Inc.		1,650		192,571
Sherwin-Williams Co. (The)		565		258,934
Shin-Etsu Chemical Co., Ltd.		4,100		383,604
Showa Denko KK		1,500		44,390
Sika AG		1,200		205,011
Solvay SA		927		96,270
Sumitomo Chemical Co., Ltd.		15,000		69,845
Symrise AG		1,178		113,430
Taiyo Nippon Sanso Corp.		3,206		68,259
Teijin Ltd.		3,000		51,254
Toray Industries, Inc.		14,000		106,365
Tosoh Corp.		3,149		44,416
Umicore SA		2,002		64,247
Yara International ASA		1,297		63,009
				8,910,918
CONSTRUCTION MATERIALS–0.2%
Boral Ltd.		17,642		63,624
CRH PLC		8,841		288,988
Fletcher Building Ltd.		8,637		28,144
HeidelbergCement AG		1,342		108,602
James Hardie Industries PLC		3,449		45,403
LafargeHolcim Ltd.(a)		5,336		260,912
Martin Marietta Materials, Inc.(b)		477		109,762
Taiheiyo Cement Corp.		1,304		39,590
Vulcan Materials Co.		915		125,639
				1,070,664
CONTAINERS & PACKAGING–0.1%
AMCOR PLC(a)		11,213		128,837
Avery Dennison Corp.		585		67,673
Ball Corp.		2,220		155,378
International Paper Co.		2,665		115,448
Packaging Corp. of America		575		54,809
Sealed Air Corp.		1,040		44,491
Smurfit Kappa Group PLC		2,476		75,029

15

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

Company	Shares		U.S. $ Value
Toyo Seikan Group Holdings Ltd.		1,700	$	33,800
Westrock Co.		1,647		60,066
				735,531
METALS & MINING–0.9%
Alumina Ltd.		28,452		46,702
Anglo American PLC		11,577		330,736
Antofagasta PLC		6,389		75,468
ArcelorMittal		12,535		224,226
BHP Group Ltd.		32,976		958,564
BHP Group PLC		23,519		601,483
BlueScope Steel Ltd.		6,941		59,019
Boliden AB		4,189		107,339
Evraz PLC		5,725		48,476
Fortescue Metals Group Ltd.		18,067		114,899
Freeport-McMoRan, Inc.		9,725		112,907
Fresnillo PLC		2,356		26,076
Glencore PLC(a)		130,406		451,325
Hitachi Metals Ltd.		5,000		56,698
JFE Holdings, Inc.		5,000		73,624
Kobe Steel Ltd.		1,199		7,870
Mitsubishi Materials Corp.		2,700		76,920
Newcrest Mining Ltd.		7,017		157,645
Newmont Goldcorp Corp.		5,601		215,470
Nippon Steel Corp.		8,643		148,746
Norsk Hydro ASA		16,444		58,898
Nucor Corp.		2,110		116,261
Rio Tinto Ltd.		4,038		295,684
Rio Tinto PLC		13,185		816,060
South32 Ltd.		56,741		127,193
Sumitomo Metal Mining Co., Ltd.		2,500		74,941
thyssenkrupp AG		3,919		57,220
voestalpine AG		1,082		33,450
				5,473,900
PAPER & FOREST PRODUCTS–0.1%
Mondi PLC		3,496		79,569
Oji Holdings Corp.		14,000		81,097
Stora Enso Oyj–Class R		6,056		71,265
UPM-Kymmene Oyj		5,689		151,367
				383,298
				16,574,311
UTILITIES–2.0%
ELECTRIC UTILITIES–1.2%
Alliant Energy Corp.		1,588		77,939
American Electric Power Co., Inc.		3,325		292,633
AusNet Services		37,398		49,285
Chubu Electric Power Co., Inc.		6,100		85,689
Chugoku Electric Power Co., Inc. (The)		4,000		50,443
CK Infrastructure Holdings Ltd.		15,000		122,254
CLP Holdings Ltd.		12,500		137,747
Duke Energy Corp.		4,782		421,964
Edison International		2,165		145,943
EDP–Energias de Portugal SA		29,006	$	110,235
Electricite de France SA		11,071		139,582
Endesa SA		3,024		77,779
Enel SpA		88,110		614,633
Entergy Corp.		1,225		126,089
Evergy, Inc.		1,685		101,353
Eversource Energy(b)		2,110		159,854
Exelon Corp.		6,497		311,466
FirstEnergy Corp.		3,235		138,490
Fortum Oyj		4,947		109,337
HK Electric Investments & HK Electric Investments Ltd.–Class SS(c)		104,180		106,691
Iberdrola SA		69,184		688,808
Kansai Electric Power Co., Inc. (The)		8,491		97,335
Kyushu Electric Power Co., Inc.		4,100		40,280
NextEra Energy, Inc.		3,245		664,771
Orsted A/S(c)		2,499		216,186
Pinnacle West Capital Corp.		685		64,452
Power Assets Holdings Ltd.		8,500		61,149
PPL Corp.		4,795		148,693
Red Electrica Corp. SA		5,707		118,866
Southern Co. (The)		6,910		381,985
SSE PLC		10,739		153,067
Terna Rete Elettrica Nazionale SpA		23,069		146,987
Tohoku Electric Power Co., Inc.		4,300		43,511
Tokyo Electric Power Co. Holdings, Inc.(a)		13,800		72,078
Verbund AG		759		39,761
Xcel Energy, Inc.		3,420		203,456
				6,520,791
GAS UTILITIES–0.1%
APA Group		13,346		101,207
Atmos Energy Corp.		792		83,603
Hong Kong & China Gas Co., Ltd.		96,005		212,834
Naturgy Energy Group SA		4,316		118,944
Osaka Gas Co., Ltd.		3,600		62,827
Toho Gas Co., Ltd.		2,017		74,372
Tokyo Gas Co., Ltd.		3,800		89,573
				743,360
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.1%
AES Corp./VA		4,385		73,493
Electric Power Development Co., Ltd.		1,600		36,410
Meridian Energy Ltd.		18,542		59,245
NRG Energy, Inc.		1,890		66,377
Uniper SE		2,006		60,786
				296,311
MULTI-UTILITIES–0.6%
AGL Energy Ltd.		6,423		90,330
Ameren Corp.		1,560		117,172

16

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
CenterPoint Energy, Inc.		3,295	$	94,336
Centrica PLC		64,140		71,501
CMS Energy Corp.		1,820		105,396
Consolidated Edison, Inc.		2,030		177,990
Dominion Energy, Inc.		5,050		390,466
DTE Energy Co.		1,170		149,620
E.ON SE		23,845		258,721
Engie SA		18,347		278,204
Innogy SE(c)		1,395		66,147
National Grid PLC		38,933		414,047
NiSource, Inc.		2,405		69,264
Public Service Enterprise Group, Inc.		3,405		200,282
RWE AG		5,973		147,387
Sempra Energy		1,860		255,638
Suez		5,769		83,245
United Utilities Group PLC		8,008		79,711
Veolia Environnement SA		5,882		143,229
WEC Energy Group, Inc.(b)		2,088		174,077
				3,366,763
WATER UTILITIES–0.0%
American Water Works Co., Inc.		1,221		141,636
Severn Trent PLC		2,239		58,247
				199,883
				11,127,108
REAL ESTATE–1.9%
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITs)–1.2%
Alexandria Real Estate Equities, Inc.		732		103,278
American Tower Corp.		2,965		606,194
Apartment Investment & Management Co.–Class A		974		48,817
Ascendas Real Estate Investment Trust		58,294		134,512
AvalonBay Communities, Inc.		945		192,005
Boston Properties, Inc.		1,000		129,000
British Land Co. PLC (The)		9,308		63,704
Crown Castle International Corp.		2,770		361,070
Daiwa House REIT Investment Corp.		13		31,380
Dexus		13,420		122,426
Digital Realty Trust, Inc.(b)		1,430		168,440
Duke Realty Corp.		2,348		74,220
Equinix, Inc.		620		312,660
Equity Residential		2,440		185,245
Essex Property Trust, Inc.		478		139,543
Extra Space Storage, Inc.		783		83,076
Federal Realty Investment Trust		522		67,213
Goodman Group		16,928		178,925
GPT Group (The)		17,105		73,908
HCP, Inc.(b)		3,180		101,696
Host Hotels & Resorts, Inc.		4,950		90,189
ICADE		1,592		145,907
Iron Mountain, Inc.(b)		1,908		59,720
Japan Prime Realty Investment Corp.		15	$	65,010
Japan Real Estate Investment Corp.		12		73,042
Japan Retail Fund Investment Corp.		24		48,542
Kimco Realty Corp.		2,830		52,298
Klepierre SA		2,231		74,745
Land Securities Group PLC		9,736		103,131
Link REIT		21,500		264,566
Macerich Co. (The)(b)		710		23,778
Mid-America Apartment Communities, Inc.		796		93,737
Mirvac Group		40,488		89,128
Nippon Building Fund, Inc.		13		89,045
Nippon Prologis REIT, Inc.		14		32,338
Nomura Real Estate Master Fund, Inc.		34		52,288
Prologis, Inc.		4,170		334,017
Public Storage		1,030		245,315
Realty Income Corp.		1,908		131,595
Regency Centers Corp.		1,133		75,616
SBA Communications Corp.(a)		770		173,127
Scentre Group		50,683		136,782
Segro PLC		11,022		102,334
Simon Property Group, Inc.		2,116		338,052
SL Green Realty Corp.		576		46,293
Stockland		23,010		67,466
UDR, Inc.		1,828		82,059
United Urban Investment Corp.		26		43,580
Ventas, Inc.		2,341		160,007
Vicinity Centres		39,646		68,259
Vornado Realty Trust		1,085		69,549
Welltower, Inc.		2,475		201,787
Weyerhaeuser Co.		4,998		131,647
				6,942,261
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.7%
Aeon Mall Co., Ltd.		3,541		53,356
Aroundtown SA		11,635		95,991
Azrieli Group Ltd.		387		25,969
CapitaLand Ltd.		35,000		91,393
CBRE Group, Inc.–Class A(a)		2,065		105,934
City Developments Ltd.		11,000		77,054
CK Asset Holdings Ltd.		25,719		201,485
Daito Trust Construction Co., Ltd.		700		89,272
Daiwa House Industry Co., Ltd.		6,000		175,324
Deutsche Wohnen SE		3,212		117,698
Hang Lung Properties Ltd.		14,000		33,306
Henderson Land Development Co., Ltd.		30,420		167,715
Hongkong Land Holdings Ltd.		14,000		90,240
Hulic Co., Ltd.		6,591		53,062
Kerry Properties Ltd.		8,500		35,704
LendLease Group		10,380		94,852

17

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

Company		Shares		U.S. $ Value
Mitsubishi Estate Co., Ltd.			13,000	$	242,287
Mitsui Fudosan Co., Ltd.			10,000		243,042
New World Development Co., Ltd.			82,122		128,453
Nomura Real Estate Holdings, Inc.			3,600		77,540
Sino Land Co., Ltd.			63,328		106,206
Sumitomo Realty & Development Co., Ltd.			3,843		137,482
Sun Hung Kai Properties Ltd.			15,000		254,476
Swire Properties Ltd.			25,389		102,640
Swiss Prime Site AG(a)			976		85,240
Tokyu Fudosan Holdings Corp.			7,989		44,213
Unibail-Rodamco-Westfield			1,707		255,731
Vonovia SE			5,710		272,766
Wharf Holdings Ltd. (The)			13,000		34,454
Wharf Real Estate Investment Co., Ltd.			13,000		91,616
Wheelock & Co., Ltd.			17,000		122,070
					3,706,571
					10,648,832
Total Common Stocks (cost $238,903,316)					325,116,362
		Principal Amount (000)
GOVERNMENTS– TREASURIES–32.2%
UNITED STATES–32.2%
U.S. Treasury Bonds
2.25%, 8/15/46		$	6,373		6,020,871
2.50%, 2/15/45–5/15/46			598		595,599
2.75%, 8/15/42–8/15/47			1,177		1,232,923
2.875%, 5/15/43–11/15/46			6,307		6,741,536
3.00%, 5/15/45–2/15/49			4,289		4,701,794
3.125%, 11/15/41–2/15/43			2,825		3,154,891
3.50%, 2/15/39			23		27,309
3.625%, 8/15/43			3,658		4,414,749
3.75%, 8/15/41–11/15/43			399		490,416
3.875%, 8/15/40			280		349,781
4.25%, 5/15/39			240		313,837
4.375%, 11/15/39–5/15/41			1,258		1,673,910
4.50%, 8/15/39			317		428,099
4.75%, 2/15/37–2/15/41			1,127		1,551,458
5.25%, 11/15/28			690		882,230
5.375%, 2/15/31			650		872,828
5.50%, 8/15/28			1,383		1,789,040
6.00%, 2/15/26			2,846		3,576,622
6.125%, 11/15/27			732		967,841
6.25%, 8/15/23–5/15/30			724		992,369
6.875%, 8/15/25			849		1,094,945
7.25%, 8/15/22			775		903,844
7.625%, 2/15/25			55		71,955
8.00%, 11/15/21			9,123		10,427,304
U.S. Treasury Notes
1.00%, 8/31/19			4,087		4,078,060
1.125%, 2/28/21–9/30/21			2,905		2,870,064
1.25%, 3/31/21–10/31/21		$	5,957	$	5,894,870
1.375%, 8/31/20–8/31/23			6,850		6,791,509
1.50%, 8/15/26			2,035		1,983,489
1.625%, 6/30/20–2/15/26			13,391		13,292,719
1.75%, 3/31/22–5/15/23			12,336		12,344,006
1.875%, 11/30/21–10/31/22			6,713		6,740,799
2.00%, 11/15/21–11/15/26			24,668		24,881,673
2.125%, 8/15/21–5/15/25			13,382		13,579,945
2.25%, 4/30/24–11/15/27			8,626		8,831,044
2.375%, 8/15/24–5/15/29			2,964		3,059,290
2.50%, 1/31/21–5/15/24			7,335		7,543,498
2.625%, 2/15/29			821		865,898
2.75%, 11/15/23–2/15/28			3,400		3,548,883
2.875%, 10/31/23–5/15/49			3,371		3,578,388
3.125%, 5/15/21–11/15/28			2,049		2,219,125
3.625%, 2/15/21			5,756		5,920,971
Total Governments–Treasuries (cost $177,250,541)					181,300,382
	Shares
INVESTMENT COMPANIES–7.4%
FUNDS AND INVESTMENT TRUSTS–7.4%(d)
iShares Core MSCI Emerging Markets ETF			273,917		14,090,290
Vanguard Global ex-U.S. Real Estate ETF			217,376		12,825,184
Vanguard Real Estate ETF			169,815		14,841,831
Total Investment Companies (cost $40,548,765)					41,757,305

	Notional Amount
OPTIONS PURCHASED–CALLS–0.1%
OPTIONS ON INDICES–0.1%
S&P 500 Index Expiration: Sep 2019; Contracts: 19,000; Exercise Price: USD 3,100.00; Counterparty: JPMorgan Chase Bank, NA(a) (premium paid $346,940)		USD	58,900,000	254,690
	Shares
RIGHTS–0.0%
ENERGY–0.0%
OIL, GAS & CONSUMABLE FUELS–0.0%
Repsol SA, expiring 7/09/19(a)			15,886	8,812

18

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–0.0%
CONSTRUCTION & ENGINEERING–0.0%
ACS Actividades de Construccion y Servicios SA, expiring 7/29/19(a)		2,672	$	4,193
Total Rights (cost $13,412)				13,005
SHORT-TERM INVESTMENTS–1.3%
INVESTMENT COMPANIES–1.0%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $5,789,870)		5,789,870		5,789,870
	Principal Amount (000)
U.S. TREASURY BILLS–0.3%
UNITED STATES–0.3%
U.S. Treasury Bill Zero Coupon, 7/09/19 (cost $1,809,047)	$	1,810		1,809,199
Total Short-Term Investments (cost $7,598,917)				7,599,069

Company	Shares		U.S. $ Value
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–98.8% (cost $464,661,891)			$	556,040,813
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.0%
INVESTMENT COMPANIES–0.0%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $96,958)		96,958		96,958
TOTAL INVESTMENTS–98.8% (cost $464,758,849)				556,137,771
Other assets less liabilities–1.2%				6,938,769
NET ASSETS–100.0%			$	563,076,540

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Australian Bond Futures		36		September 2019	$	3,630,585	$	31,075
E-Mini Russell 2000 Futures		170		September 2019		13,320,350		235,832
Long Gilt Futures		73		September 2019		12,079,631		72,297
Mini MSCI EAFE Futures		12		September 2019		1,153,980		17,851
MSCI Emerging Markets Futures		277		September 2019		14,589,590		504,245
S&P Mid 400 E-Mini Futures		69		September 2019		13,455,000		232,285
U.S. T-Note 10 Yr (CBT) Futures		212		September 2019		27,129,375		209,661
Sold Contracts
Euro STOXX 50 Futures		11		September 2019		433,531		(8,466	)
FTSE 100 Index Futures		56		September 2019		5,240,623		(57,509	)
Hang Seng Index Futures		29		July 2019		5,291,070		(16,359	)
S&P 500 E-Mini Futures		472		September 2019		69,483,120		(908,559	)
SPI 200 Futures		4		September 2019		460,475		(4,080	)
TOPIX Index Futures		63		September 2019		9,063,025		(18,243	)
							$	290,030

19

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB 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)
Barclays Bank PLC		CHF	2,888		USD	2,935		9/13/19	$	(42,935	)
BNP Paribas SA		USD	9,374		AUD	13,398		9/13/19		52,873
Citibank, NA		EUR	6,624		USD	7,463		9/13/19		(111,561	)
Citibank, NA		JPY	1,616,386		USD	14,996		9/13/19		(76,330	)
Citibank, NA		USD	1,685		EUR	1,477		9/13/19		4,191
Credit Suisse International		USD	3,242		CAD	4,334		9/13/19		71,640
Goldman Sachs Bank USA		EUR	4,013		USD	4,517		9/13/19		(71,977	)
JPMorgan Chase Bank, NA		AUD	5,040		USD	3,533		9/13/19		(13,262	)
JPMorgan Chase Bank, NA		JPY	364,632		USD	3,329		9/13/19		(70,766	)
JPMorgan Chase Bank, NA		USD	3,062		NZD	4,642		9/13/19		61,098
JPMorgan Chase Bank, NA		USD	1,629		SEK	15,018		9/13/19		(3,529	)
Morgan Stanley Capital Services, Inc.		USD	1,742		CAD	2,305		9/13/19		20,710
Morgan Stanley Capital Services, Inc.		USD	813		SEK	7,628		9/13/19		13,135
Natwest Markets PLC		JPY	184,068		USD	1,708		9/13/19		(8,481	)
Natwest Markets PLC		USD	3,261		NZD	4,952		9/13/19		70,035
State Street Bank & Trust Co.		EUR	3,957		USD	4,514		9/13/19		(10,826	)
UBS AG		EUR	618		USD	706		9/13/19		(433	)
UBS AG		GBP	4,161		USD	5,312		9/13/19		10,297
									$	(106,121	)

(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 restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2019, the aggregate market value of these securities amounted to $1,423,800 or 0.3% of net assets.

(d) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

(e) Affiliated investments.

(f) The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

NZD—New Zealand Dollar

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

CBT—Chicago Board of Trade

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

MSCI—Morgan Stanley Capital International

REG—Registered Shares

REIT—Real Estate Investment Trust

SPI—Share Price Index

TOPIX—Tokyo Price Index

See notes to financial statements.

20

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $458,872,021)	$	550,250,943	(a)
Affiliated issuers (cost $5,886,828—including investment of cash collateral for securities loaned of $96,958)		5,886,828
Cash		1,422
Cash collateral due from broker		4,401,297
Foreign currencies, at value (cost $1,779,761)		1,787,820
Unaffiliated interest and dividends receivable		2,055,651
Receivable for investment securities sold		1,863,319
Unrealized appreciation on forward currency exchange contracts		303,979
Receivable for capital stock sold		45,216
Affiliated dividends receivable		14,466
Total assets		566,610,941
LIABILITIES
Payable for investment securities purchased		1,866,515
Unrealized depreciation on forward currency exchange contracts		410,100
Cash collateral due to broker		320,000
Advisory fee payable		299,192
Payable for capital stock redeemed		202,413
Distribution fee payable		107,008
Payable for collateral received on securities loaned		96,958
Payable for variation margin on futures		66,536
Administrative fee payable		34,999
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses and other liabilities		124,118
Total liabilities		3,534,401
NET ASSETS	$	563,076,540
COMPOSITION OF NET ASSETS
Capital stock, at par	$	43,217
Additional paid-in capital		461,334,345
Distributable earnings		101,698,978
	$	563,076,540

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	365,824		27,846	$	13.14
B	$	562,710,716		43,189,561	$	13.03

(a) Includes securities on loan with a value of $6,989,787 (see Note E).

See notes to financial statements.

21

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $350,947)	$	5,778,211
Affiliated issuers		113,405
Interest		1,917,581
		7,809,197
EXPENSES
Advisory fee (see Note B)		1,924,098
Distribution fee—Class B		686,700
Transfer agency—Class B		1,655
Custodian		89,891
Audit and tax		50,126
Administrative		35,491
Legal		23,761
Printing		15,312
Directors’ fees		12,066
Miscellaneous		33,298
Total expenses		2,872,398
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(4,756	)
Net expenses		2,867,642
Net investment income		4,941,555
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions(a)		185,307
Forward currency exchange contracts		171,658
Futures		(5,036,902	)
Options written		(175,686	)
Swaps		365,707
Foreign currency transactions		(54,515	)
Net change in unrealized appreciation/depreciation of:
Investments(b)		54,266,882
Forward currency exchange contracts		202,523
Futures		(399,490	)
Swaps		(1,028,560	)
Foreign currency denominated assets and liabilities		3,079
Net gain on investment and foreign currency transactions		48,500,003
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	53,441,558

(a) Net of foreign capital gains taxes of $46.

(b) Net of increase in accrued foreign capital gains taxes of $3,229.

See notes to financial statements.

22

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

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	4,941,555		$	7,918,692
Net realized gain (loss) on investment and foreign currency transactions		(4,544,431	)		3,954,193
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		53,044,434			(54,832,789	)
Net increase (decrease) in net assets from operations		53,441,558			(42,959,904	)
Distributions to Shareholders
Class A		–0	–		(7,345	)
Class B		–0	–		(10,143,788	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(24,186,916	)		(18,098,509	)
Total increase (decrease)		29,254,642			(71,209,546	)
NET ASSETS
Beginning of period		533,821,898			605,031,444
End of period	$	563,076,540		$	533,821,898

See notes to financial statements.

23

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the determination of AllianceBernstein L.P. (the “Adviser”) 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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, 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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

24

AB Variable Products Series Fund

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 generally values 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)

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.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments 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

25

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

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 June 30, 2019:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	22,158,259		$	29,630,229		$	–0	–	$	51,788,488
Information Technology		36,627,530			9,648,376			–0	–		46,275,906
Health Care		24,271,021			17,242,395			–0	–		41,513,416
Industrials		15,938,170			23,196,919			–0	–		39,135,089
Consumer Discretionary		17,830,849			17,234,529			–0	–		35,065,378
Consumer Staples		12,827,411			17,471,295			–0	–		30,298,706
Communication Services		17,280,355			8,248,501			–0	–		25,528,856
Energy		8,300,959			8,859,313			–0	–		17,160,272
Materials		4,666,345			11,907,966			–0	–		16,574,311
Utilities		5,594,521			5,532,587			–0	–		11,127,108
Real Estate		5,388,815			5,260,017			–0	–		10,648,832
Governments—Treasuries		–0	–		181,300,382			–0	–		181,300,382
Investment Companies		41,757,305			–0	–		–0	–		41,757,305
Options Purchased—Calls		–0	–		254,690			–0	–		254,690
Rights		13,005			–0	–		–0	–		13,005
Short-Term Investments:
Investment Companies		5,789,870			–0	–		–0	–		5,789,870
U.S. Treasury Bills		–0	–		1,809,199			–0	–		1,809,199
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		96,958			–0	–		–0	–		96,958
Total Investments in Securities		218,541,373			337,596,398			–0	–		556,137,771
Other Financial Instruments(a):
Assets:
Futures		1,303,246			–0	–		–0	–		1,303,246	(b)
Forward Currency Exchange Contracts		–0	–		303,979			–0	–		303,979
Liabilities:
Futures		(908,559	)		(104,657	)		–0	–		(1,013,216	)(b)
Forward Currency Exchange Contracts		–0	–		(410,100	)		–0	–		(410,100	)
Total	$	218,936,060		$	337,385,620		$	–0	–	$	556,321,680

(a) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

(b) Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

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.

26

AB Variable Products Series Fund

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, 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 the 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 (the “Expense Caps”) to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. The Expense Caps will remain in effect until May 1, 2020 and then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2019, there were no expenses waived by the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no

27

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

obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,491.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $4,288.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	14,797	$	73,689	$	82,696	$	5,790	$	101
Government Money Market Portfolio*		869		82,930		83,702		97		12
Total							$	5,887	$	113

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $51,938, 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

28

AB 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 six months ended June 30, 2019 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	35,194,445	$	59,427,319
U.S. government securities		17,594,904		17,458,361

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	111,099,188
Gross unrealized depreciation		(19,536,357	)
Net unrealized appreciation	$	91,562,831

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 cash collateral 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.

29

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

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 six months ended June 30, 2019, 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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. If a put or call option purchased by the Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. 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. The Portfolio’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. 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.

30

AB Variable Products Series Fund

During the six months ended June 30, 2019, the Portfolio held purchased options for hedging and non-hedging purposes. During the six months ended June 30, 2019, the Portfolio held written options for hedging and non-hedging purposes.

• Swaps

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, 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 for OTC swaps 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 clearinghouse on which the transaction is effected. Such amount is shown as cash collateral 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 centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared 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.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset

31

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

value, or NAV, of a Portfolio against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the six months ended June 30, 2019, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

Total Return Swaps:

The Portfolio may enter into total return swaps in order to 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 six months ended June 30, 2019, 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”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 futures	$	313,033	*
Equity contracts	Receivable/Payable for variation margin on futures		990,213	*	Receivable/Payable for variation margin on futures	$	1,013,216	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		303,979		Unrealized depreciation on forward currency exchange contracts		410,100
Equity contracts	Investments in securities, at value		254,690
Total		$	1,861,915			$	1,423,316

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

32

AB Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	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	$	1,263,497		$	(273,111	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(6,300,399	)		(126,379	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		171,658			202,523
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		342,451			(92,250	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(175,686	)		–0	–
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(785,708	)		1,087,901
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,151,415			(2,116,461	)
Total		$	(4,332,772	)	$	(1,317,777	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Futures:
Average notional amount of buy contracts	$	78,321,617
Average notional amount of sale contracts	$	80,869,201
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	55,576,283
Average principal amount of sale contracts	$	76,646,103
Purchased Options:
Average notional amount	$	52,450,000
Options Written:
Average notional amount	$	46,000,000	(a)
Inflation Swaps:
Average notional amount	$	56,430,000	(b)
Total Return Swaps:
Average notional amount	$	29,221,611	(b)

(a) Positions were open for less than one month during the period.

(b) Positions were open for two months during the period.

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.

33

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

BNP Paribas SA

$

52,873

$

–0

–

$

–0

–

$

–0

–

$

52,873

Citibank, NA

4,191

(4,191

)

–0

–

–0

–

–0

–

Credit Suisse International

71,640

–0

–

–0

–

–0

–

71,640

JPMorgan Chase Bank, NA

315,788

(87,557

)

(228,231

)

–0

–

–0

–

Morgan Stanley Capital Services, Inc.

33,845

–0

–

–0

–

–0

–

33,845

Natwest Markets PLC

70,035

(8,481

)

–0

–

–0

–

61,554

UBS AG

10,297

(433

)

–0

–

–0

–

9,864

Total

$

558,669

$

(100,662

)

$

(228,231

)

$

–0

–

$

229,776

^

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Barclays Bank PLC

$

42,935

$

–0

–

$

–0

–

$

–0

–

$

42,935

Citibank, NA

187,891

(4,191

)

–0

–

–0

–

183,700

Goldman Sachs Bank USA

71,977

0

–0

–

–0

–

71,977

JPMorgan Chase Bank, NA

87,557

(87,557

)

–0

–

–0

–

–0

–

Natwest Markets PLC

8,481

(8,481

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

10,826

–0

–

–0

–

–0

–

10,826

UBS AG

433

(433

)

–0

–

–0

–

–0

–

Total

$

410,100

$

(100,662

)

$

–0

–

$

–0

–

$

309,438

^

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

^ 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-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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

34

AB Variable Products Series Fund

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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market     Portfolio
								Income Earned		Advisory Fee Waived
$	6,989,787	$	96,958	$	6,986,930	$	0	$	12,466	$	468

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		3,109			5,972		$	39,087		$	76,807
Shares issued in reinvestment of dividends and distributions		–0	–		573			–0	–		7,345
Shares redeemed		(5,069	)		(1,907	)		(64,335	)		(24,051	)
Net increase (decrease)		(1,960	)		4,638		$	(25,248	)	$	60,101
Class B
Shares sold		1,256,554			3,742,997		$	15,918,510		$	47,716,084
Shares issued in reinvestment of dividends and distributions		–0	–		797,468			–0	–		10,143,788
Shares redeemed		(3,188,488	)		(6,011,432	)		(40,080,178	)		(76,018,482	)
Net decrease		(1,931,934	)		(1,470,967	)	$	(24,161,668	)	$	(18,158,610	)

At June 30, 2019, certain shareholders of the Portfolio owned 91% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

35

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

NOTE G: Risks Involved in Investing in the Portfolio

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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 and accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Allocation Risk—The allocation of investments among different global asset classes may have a significant effect on the Portfolio’s net asset value, or NAV, when one of these asset classes is performing more poorly than others. As both the direct investments and derivatives positions will be periodically adjusted to reflect the Adviser’s view of market and economic conditions, there will be transaction costs that 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—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 more difficult to trade or dispose of 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, and because these investments may be 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—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 on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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.

Illiquid Investment Risk—Illiquid investment risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares.

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.

36

AB Variable Products Series Fund

Real Estate Risk—The Portfolio’s investments in the 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.

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 $325 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 six months ended June 30, 2019.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	9,401,635	$	10,391,103
Net long-term capital gains		749,498		–0	–
Total taxable distributions paid	$	10,151,133	$	10,391,103

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	10,233,914
Undistributed capital gains		529,276
Unrealized appreciation/(depreciation)		37,494,231	(a)
Total accumulated earnings/(deficit)	$	48,257,421

(a) 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, the tax treatment of passive foreign investment companies (PFICs), the tax treatment of corporate restructurings, the tax treatment of partnership investments, return of capital distributions received from underlying securities, and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Portfolio has adopted ASU 2017-08, which did not have a material impact on the Portfolio’s financial position or the results of its operations, and had no impact on the Portfolio’s net assets.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”)

37

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

apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

38

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$11.91			$13.07			$11.63			$11.33			$11.74			$11.74
Income From Investment Operations
Net investment income (a)		.13	(b)		.20	(b)		.17	(b)		.13	(b)†		.08			.08	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.10			(1.11	)		1.52			.27			(.19	)		.44
Contributions from Affiliates		–0	–		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.23			(.91	)		1.69			.40			(.11	)		.52
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.23	)		(.25	)		(.10	)		(.10	)		(.07	)
Distributions from net realized gain on investment transactions		–0	–		(.02	)		–0	–		(.00	)(c)		(.20	)		(.45	)
Total dividends and distributions		–0	–		(.25	)		(.25	)		(.10	)		(.30	)		(.52	)
Net asset value, end of period		$13.14			$11.91			$13.07			$11.63			$11.33			$11.74
Total Return
Total investment return based on net asset value (d)		10.33	%		(7.07	)%		14.67	%		3.59	%†		(1.09	)%		4.45	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$366			$355			$328			$303			$400			$350
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.79	%^		.78	%		.77	%		.79	%		.83	%		.85	%
Expenses, before waivers/reimbursements (e)‡		.79	%^		.79	%		.78	%		.81	%		.83	%		.85	%
Net investment income		2.07	%(b)^		1.60	%(b)		1.39	%(b)		1.11	%(b)†		.67	%		.69	%(b)
Portfolio turnover rate		10	%		24	%		20	%		64	%		93	%		53	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.03	%		.04	%		.04	%		.03	%		.02	%

See footnote summary on page 41.

39

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

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$11.82			$12.98			$11.56			$11.26			$11.68			$11.68
Income From Investment Operations
Net investment income (a)		.11	(b)		.17	(b)		.14	(b)		.10	(b)†		.05			.05	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.10			(1.11	)		1.50			.27			(.19	)		.45
Contributions from Affiliates		–0	–		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.21			(.94	)		1.64			.37			(.14	)		.50
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.20	)		(.22	)		(.07	)		(.08	)		(.05	)
Distributions from net realized gain on investment transactions		–0	–		(.02	)		–0	–		(.00	)(c)		(.20	)		(.45	)
Total dividends and distributions		–0	–		(.22	)		(.22	)		(.07	)		(.28	)		(.50	)
Net asset value, end of period		$13.03			$11.82			$12.98			$11.56			$11.26			$11.68
Total Return
Total investment return based on net asset value (d)		10.24	%		(7.35	)%		14.32	%		3.37	%†		(1.30	)%		4.21	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$562,711			$533,467			$604,703			$558,725			$511,164			$481,600
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		1.04	%^		1.03	%		1.03	%		1.05	%		1.08	%		1.10	%
Expenses, before waivers/reimbursements (e)‡		1.05	%^		1.04	%		1.04	%		1.07	%		1.08	%		1.10	%
Net investment income		1.80	%(b)^		1.35	%(b)		1.15	%(b)		.89	%(b)†		.43	%		.44	%(b)
Portfolio turnover rate		10	%		24	%		20	%		64	%		93	%		53	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.02	%^		.03	%		.04	%		.04	%		.03	%		.02	%

See footnote summary on page 41.

40

AB Variable Products Series Fund

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the years ended December 31, 2018, December 31, 2017 and December 31, 2016, such waiver amounted to .01%, .01% and .02%, respectively.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.00005	.0004%	.0004%

^ Annualized.

See notes to financial statements.

41

DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Dynamic Asset Allocation Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

42

AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

43

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

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

44

AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Dynamic Asset Allocation Portfolio (the “Fund”) at a meeting held on July 31-August 2, 2018 (the “Meeting”).

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 additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the

45

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

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended May 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

46

AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other. 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 discussed these matters with their independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund invests 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, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund is for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors considered the effects of any fee waivers and/or expense reimbursements as a result of the Adviser’s expense cap (although the directors noted that the Fund’s expense ratio was currently below the Adviser’s expense cap). The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had previously discussed their strong preference 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 AB 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 in advance of the 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

47

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

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 Fund, 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 Fund’s assets (which were well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

48

VPS-DAA-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,112.40	$	3.61		0.69	%	$	4.03		0.77	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.37	$	3.46		0.69	%	$	3.86		0.77	%
Class B
Actual	$	1,000	$	1,111.10	$	4.92		0.94	%	$	5.34		1.02	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.13	$	4.71		0.94	%	$	5.11		1.02	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fund fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees and expenses from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain affiliated/unaffiliated underlying portfolios acquired fund fees and expenses. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro-rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SECURITY TYPE BREAKDOWN1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

SECURITY TYPE	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Investment Companies	$	43,634,981		47.1	%
Inflation-Linked Securities		19,072,070		20.6
Options Purchased—Puts		131,131		0.1
Short-Term Investments		29,830,775		32.2
Total Investments	$	92,668,957		100.0	%

COUNTRY BREAKDOWN²

June 30, 2019 (unaudited)

COUNTRY	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
United States	$	47,675,258		51.5	%
Japan		15,135,250		16.3
United Kingdom		27,674		0.0
Short-Term Investments		29,830,775		32.2
Total Investments	$	92,668,957		100.0	%

1 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 derivatives transactions, which may be used for hedging or investment purpose (see “Portfolio of Investments” section of the report for additional details).

2 All data are as of June 30, 2019. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

2

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares				U.S. $ Value
INVESTMENT COMPANIES–46.2%
FUNDS AND INVESTMENT TRUSTS–46.2%(a)
iShares Core MSCI EAFE ETF				76,670	$	4,707,538
iShares Core S&P 500 ETF				43,375		12,784,781
iShares MSCI EAFE ETF				75,980		4,994,165
iShares MSCI Emerging Markets ETF				44,790		1,921,939
iShares Russell 2000 ETF(b)				11,040		1,716,720
SPDR S&P 500 ETF Trust				14,581		4,272,233
Vanguard S&P 500 ETF				49,183		13,237,605
Total Investment Companies (cost $36,249,195)						43,634,981
			Principal Amount (000)
INFLATION-LINKED SECURITIES–20.2%
JAPAN–16.0%
Japanese Government CPI Linked Bond Series 22 0.10%, 3/10/27		JPY		1,564,532		15,135,250
UNITED STATES–4.2%
U.S. Treasury Inflation Index 0.375%, 7/15/25 (TIPS)	$			3,894		3,936,820
Total Inflation-Linked Securities (cost $18,867,120)						19,072,070
			Notional Amount
OPTIONS PURCHASED– PUTS– 0.2%
OPTIONS ON FUNDS AND INVESTMENT TRUSTS–0.1%
SPDR S&P 500 ETF Trust Expiration: Jul 2019; Contracts: 449; Exercise Price: USD 288.00; Counterparty: Morgan Stanley & Co., Inc.(c)		USD		12,931,200		77,677
SPDR S&P 500 ETF Trust Expiration: Jul 2019; Contracts: 162; Exercise Price: USD 283.00; Counterparty: Morgan Stanley & Co., Inc.(c)		USD		4,584,600	$	16,605
SPDR S&P 500 ETF Trust Expiration: Jul 2019; Contracts: 80; Exercise Price: USD 284.00; Counterparty: Morgan Stanley & Co., Inc.(c)				2,272,000		9,080
						103,362
OPTIONS ON INDICES–0.1%
Euro STOXX 50 Index Expiration: Jul 2019; Contracts: 970; Exercise Price: EUR 3,375.00; Counterparty: Goldman Sachs International(c)		EUR		3,273,750		17,342
FTSE 100 Index Expiration: Jul 2019; Contracts: 150; Exercise Price: GBP 7,250.00; Counterparty: Goldman Sachs International(c)		GBP		1,087,500		3,571
Nikkei 225 Index Expiration: Jul 2019; Contracts: 9,000; Exercise Price: JPY 20,625.00; Counterparty: Goldman Sachs International(c)		JPY		185,625,000		6,761
						27,674
SWAPTIONS–0.0%
IRS Swaption Expiration: Jul 2019; Contracts: 18,320,000; Exercise Rate: 2.19%; Counterparty: Citibank, NA(c)		USD		18,320,000		95
Total Options Purchased–Puts (premiums paid $254,072)						131,131
			Shares
SHORT-TERM INVESTMENTS–31.5%
INVESTMENT COMPANIES–19.8%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(a)(d)(e) (cost $18,730,962)				18,730,962		18,730,962

3

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Principal Amount (000)			U.S. $ Value
GOVERNMENTS– TREASURIES–6.3%
JAPAN–6.3%
Japan Treasury Discount Bill Series 826 Zero Coupon, 7/22/19		JPY	540,100	$	5,009,908
Series 831 Zero Coupon, 8/13/19			103,850		963,426
Total Governments–Treasuries (cost $5,767,054)					5,973,334
U.S. TREASURY BILLS–5.4%
U.S. Treasury Bill Zero Coupon, 7/05/19-8/15/19 (cost $5,125,150)	$		5,134		5,126,479
Total Short-Term Investments (cost $29,623,166)					29,830,775
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–98.1% (cost $84,993,553)					92,668,957
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.2%
INVESTMENT COMPANIES–1.2%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(a)(d)(e) (cost $1,188,322)	$		1,188,322	$	1,188,322
TOTAL INVESTMENTS–99.3% (cost $86,181,875)					93,857,279
Other assets less liabilities–0.7%					622,903
NET ASSETS–100.0%				$	94,480,182

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Canadian 10 Yr Bond Futures		16		September 2019	$	1,746,310	$	16,285
Euro STOXX 50 Index Futures		192		September 2019		7,567,083		200,342
Euro-BTP Futures		17		September 2019		2,596,113		108,620
Euro-OAT Futures		14		September 2019		2,624,632		40,784
FTSE 100 Index Futures		27		September 2019		2,526,729		26,106
Hang Seng Index Futures		1		July 2019		182,451		666
Long Gilt Futures		28		September 2019		4,633,283		34,284
Nikkei 225 (CME) Futures		12		September 2019		1,279,200		18,265
S&P 500 E mini Futures		27		September 2019		3,974,670		61,641
S&P TSX 60 Index Futures		9		September 2019		1,343,866		12,425
SPI 200 Futures		10		September 2019		1,151,186		9,809
TOPIX Index Futures		11		September 2019		1,582,433		3,038
U.S. T-Note 10 Yr (CBT) Futures		32		September 2019		4,095,000		79,706
U.S. Ultra Bond (CBT) Futures		2		September 2019		355,125		12,763
Sold Contracts
10 Yr Mini Japan Government Bond Futures		146		September 2019		20,840,699		(49,360	)
							$	575,374

4

AB 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)
Barclays Bank PLC		AUD	1,080		USD	753		9/13/19	$	(6,432	)
Barclays Bank PLC		CHF	866		USD	880		9/13/19		(12,876	)
Citibank NA		JPY	2,614,047		USD	24,197		9/13/19		(177,243	)
State Street Bank & Trust Co.		USD	2,180		EUR	1,911		9/13/19		5,227
									$	(191,324)

PUT OPTIONS WRITTEN (see Note D)

Description	Counterparty		Contracts		Exercise Price			Expiration Month		Notional (000)			Premiums Received		U.S. $ Value
Euro STOXX 50 Index(f)		Goldman Sachs International		970		EUR	3,250.00		July 2019		EUR	3,153	$	6,618	$	(4,853	)
FTSE 100 Index(f)		Goldman Sachs International		150		GBP	6,950.00		July 2019		GBP	1,043		1,338		(657	)
Nikkei 225 Index(f)		Goldman Sachs International		9,000		JPY	19,625.00		July 2019		JPY	176,625		4,893		(1,353	)
SPDR S&P 500 ETF Trust(g)		Morgan Stanley & Co., Inc.		242		USD	271.00		July 2019		USD	6,558		16,676		(8,107	)
SPDR S&P 500 ETF Trust(g)		Morgan Stanley & Co., Inc.		449		USD	276.00		July 2019		USD	12,392		29,167		(23,572	)
													$	58,692	$	(38,542)

INTEREST RATE SWAPTIONS WRITTEN (see Note D)

Description	Index		Counter- Party		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
Call
OTC–1 Year Interest Rate Swap		3 Month LIBOR		Citibank, NA		1.84	%		7/05/19	$	18,320	$	32,976	$	(10,110	)
Put
OTC–1 Year Interest Rate Swap		3 Month LIBOR		Citibank, NA		2.34			7/05/19		18,320		17,404		–0	–
												$	50,380	$	(10,110	)

(a) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

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

(c) Non-income producing security.

(d) Affiliated investments.

(e) The rate shown represents the 7-day yield as of period end.

(f) One contract relates to 1 share.

(g) One contract relates to 100 shares.

5

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

USD—United States Dollar

Glossary:

BTP—Buoni del Tesoro Poliennali

CBT—Chicago Board of Trade

CME—Chicago Mercantile Exchange

CPI—Consumer Price Index

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

LIBOR—London Interbank Offered Rates

MSCI—Morgan Stanley Capital International

OAT—Obligations Assimilables du Trésor

SPDR—Standard & Poor’s Depository Receipt

SPI—Share Price Index

TIPS—Treasury Inflation Protected Security

TOPIX—Tokyo Price Index

TSX—Toronto Stock Exchange

See notes to financial statements.

6

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $66,262,591)	$	73,937,995	(a)
Affiliated issuers (cost $19,919,284—including investment of cash collateral for securities loaned of $1,188,322)		19,919,284
Cash collateral due from broker		1,411,371
Foreign currencies, at value (cost $581,376)		583,691
Unaffiliated dividends and interest receivable		100,920
Receivable for variation margin on futures		86,113
Affiliated dividends receivable		35,248
Unrealized appreciation on forward currency exchange contracts		5,227
Receivable for capital stock sold		4,261
Total assets		96,084,110
LIABILITIES
Options written, at value (premiums received $58,692)		38,542
Swaptions written, at value (premiums received $50,380)		10,110
Payable for collateral received on securities loaned		1,188,322
Unrealized depreciation on forward currency exchange contracts		196,551
Administrative fee payable		34,573
Advisory fee payable		25,914
Payable for capital stock redeemed		21,348
Distribution fee payable		17,946
Directors’ fees payable		6,477
Transfer Agent fee payable		58
Accrued expenses		64,087
Total liabilities		1,603,928
NET ASSETS	$	94,480,182
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,750
Additional paid-in capital		83,300,454
Distributable earnings		11,170,978
	$	94,480,182

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	11,976		1,100	$	10.89
B	$	94,468,206		8,748,420	$	10.80

(a) Includes securities on loan with a value of $1,178,846 (see Note E).

See notes to financial statements.

7

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	511,427
Affiliated issuers		233,089
Interest		91,472
		835,988
EXPENSES
Advisory fee (see Note B)		278,509
Distribution fee—Class B		116,031
Transfer agency—Class B		1,322
Custodian		39,566
Administrative		35,615
Audit and tax		23,978
Legal		14,484
Directors’ fees		12,039
Printing		7,818
Miscellaneous		11,718
Total expenses before bank overdraft expense		541,080
Bank overdraft expense		6,992
Total expenses		548,072
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(111,323	)
Net expenses		436,749
Net investment income		399,239
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(960,207	)
Forward currency exchange contracts		(603,227	)
Futures		2,426,267
Options written		494,467
Swaptions written		9,371
Foreign currency transactions		18,051
Net change in unrealized appreciation/depreciation of:
Investments		6,522,747
Forward currency exchange contracts		468,391
Futures		931,814
Options written		72,844
Swaptions written		40,270
Foreign currency denominated assets and liabilities		(70,190	)
Net gain on investment and foreign currency transactions		9,350,598
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	9,749,837

See notes to financial statements.

8

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	399,239		$	620,131
Net realized gain on investment transactions and foreign currency transactions		1,384,722			349,613
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		7,965,876			(5,596,012	)
Net increase (decrease) in net assets from operations		9,749,837			(4,626,268	)
Distributions to Shareholders
Class A		–0	–		(638	)
Class B		–0	–		(5,168,376	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(4,407,269	)		418,910
Total increase (decrease)		5,342,568			(9,376,372	)
NET ASSETS
Beginning of period		89,137,614			98,513,986
End of period	$	94,480,182		$	89,137,614

See notes to financial statements.

9

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Global Risk Allocation—Moderate Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). 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 is non-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 eleven separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. At June 30, 2019, the Adviser was the sole shareholder of Class A 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 Portfolio’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, 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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.

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AB Variable Products Series Fund

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 generally values 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)

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.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments 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

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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Investment Companies

$

43,634,981

$

–0

–

$

–0

–

$

43,634,981

Inflation-Linked Securities

–0

–

19,072,070

–0

–

19,072,070

Options Purchased—Puts

–0

–

131,131

–0

–

131,131

Short-Term Investments:

Investment Companies

18,730,962

–0

–

–0

–

18,730,962

Governments—Treasuries

–0

–

5,973,334

–0

–

5,973,334

U.S. Treasury Bills

–0

–

5,126,479

–0

–

5,126,479

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

1,188,322

–0

–

–0

–

1,188,322

Total Investments in Securities

63,554,265

30,303,014

–0

–

93,857,279

Other Financial Instruments(a):

Assets:

Futures

384,773

239,961

–0

–

624,734

(b)

Forward Currency Exchange Contracts

–0

–

5,227

–0

–

5,227

Liabilities:

Futures

(49,360

)

–0

–

–0

–

(49,360

)(b)

Forward Currency Exchange Contracts

–0

–

(196,551

)

–0

–

(196,551

)

Put Options Written

–0

–

(38,542

)

–0

–

(38,542

)

Interest Rate Swaptions Written

–0

–

(10,110

)

–0

–

(10,110

)

Total

$

63,889,678

$

30,302,999

$

–0

–

$

94,192,677

(a) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

(b) Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

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, 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.

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AB 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 Portfolio 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 .60% 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 (excluding interest expense, taxes, extraordinary expenses, expenses associated with securities sold short, and brokerage commissions and other transaction costs), inclusive of the Portfolio’s proportionate share of fees and expenses of registered investment companies or series thereof in which the Portfolio invests (“Acquired Fund Expenses”) on an annual basis (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B, respectively. The Expense Caps may not be terminated by the Adviser before May 1, 2020. For the six months ended June 30, 2019, the reimbursements/waivers, exclusive of Acquired Fund Expenses, amounted to $76,914. Any fees waived and expenses borne by the Adviser through April 27, 2016 are subject to repayment by the Portfolio until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne; such waivers that are subject to repayment amounted to $70,109 for the year ended December 31, 2016. In any case, no reimbursement payment will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the Expense Caps’ net fee percentage set forth above. For the six months ended June 30, 2019, such waiver for Acquired Fund Expenses for both affiliated and unaffiliated underlying portfolios amounted to $10,833 and $23,469, respectively.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
AB Government Money Market Portfolio	$	17,872	$	10,306	$	9,447	$	18,731	$	232
AB Government Money Market Portfolio*		0		15,376		14,188		1,188		1
Total							$	19,919	$	233

* Investments of cash collateral for securities lending transactions (see Note E).

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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,615.

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 $673 for the six months ended June 30, 2019.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $24,878, 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 .25% 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.

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AB Variable Products Series Fund

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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,895,513		$	4,868,617
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	8,488,726
Gross unrealized depreciation		(368,852	)
Net unrealized appreciation	$	8,119,874

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 cash collateral 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 six months ended June 30, 2019, 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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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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. If a put or call option purchased by the Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. 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. The Portfolio’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. 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. The Portfolio’s maximum payment for written put swaptions equates to the notional amount of the underlying swap. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract.

During the six months ended June 30, 2019, the Portfolio held purchased options for hedging and non-hedging purposes. During the six months ended June 30, 2019, the Portfolio held purchased swaptions for hedging and non-hedging purposes.

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AB Variable Products Series Fund

During the six months ended June 30, 2019, the Portfolio held written options for hedging and non-hedging purposes. During the six months ended June 30, 2019, the Portfolio held written swaptions for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 futures	$	292,442	*	Receivable/Payable for variation margin on futures	$	49,360	*
Equity contracts	Receivable/Payable for variation margin on futures		332,292	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		5,227		Unrealized depreciation on forward currency exchange contracts		196,551
Interest rate contracts	Investments in securities, at value		95
Equity contracts	Investments in securities, at value		131,036
Interest rate contracts					Swaptions written, at value		10,110
Equity contracts					Options written, at value		38,542
Total			$761,092				$294,563

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities.

This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

17

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of  Operations	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	$	710,483		$	7,913
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		1,715,784			923,901
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(603,227	)		468,391
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(25,951	)		(67,690	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,088,764	)		(172,417	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		494,467			72,844
Interest rate contracts	Net realized gain (loss) on swaptions written; Net change in unrealized appreciation/depreciation of swaptions written		9,371			40,270
Total		$	1,212,163		$	1,273,212

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Futures:
Average notional amount of buy contracts	$	36,009,050
Average notional amount of sale contracts	$	20,904,959
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	4,564,853
Average principal amount of sale contracts	$	29,488,554
Purchased Options:
Average notional amount	$	22,460,207
Purchased Swaptions:
Average notional amount	$	16,368,500	(a)
Options Written:
Average notional amount	$	23,613,370
Swaptions Written:
Average notional amount	$	25,528,500	(a)

(a) Positions were open for two months during the period.

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.

18

AB Variable Products Series Fund

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Citibank, NA	$	95	$	(95	)	$	–0	–	$	–0	–	$	–0	–
Goldman Sachs International		27,674		(6,863	)	$	–0	–		–0	–		20,811
State Street Bank & Trust Co.		5,227		–0	–	$	–0	–		–0	–		5,227
Total	$	32,996	$	(6,958	)	$	–0	–	$	–0	–	$	26,038	^
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Barclays Bank PLC	$	19,308	$	–0	–	$	–0	–	$	–0	–	$	19,308
Citibank, NA		187,353		(95	)		–0	–		–0	–		187,258
Goldman Sachs International		6,863		(6,863	)		–0	–		–0	–		–0	–
Total	$	213,524	$	(6,958	)	$	–0	–	$	–0	–	$	206,566	^

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

^ 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-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the

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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of  Non-Cash Collateral*		Income from Borrowers		AB Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	1,178,846	$	1,188,322	$	0	$	0	$	1,127	$	107

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class B
Shares sold		334,456			1,135,018		$	3,462,866		$	12,083,758
Shares issued in reinvestment of dividends and distributions		–0	–		493,581			–0	–		5,167,796
Shares redeemed		(755,534	)		(1,593,282	)		(7,870,135	)		(16,832,644	)
Net increase (decrease)		(421,078	)		35,317		$	(4,407,269	)	$	418,910

There were no transactions in capital shares for Class A for the six months ended June 30, 2019 and the year ended December 31, 2018.

At June 30, 2019, a shareholder of the Portfolio owned 98% of the Portfolio’s outstanding shares. Significant transactions by such shareholder, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Allocation Risk—The allocation of investments among asset classes may have a significant effect on the Portfolio’s net asset value, or NAV, when the asset classes in which the Portfolio has invested more heavily perform worse than the asset classes invested in less heavily.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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 and accrued interest. 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.

20

AB Variable Products Series Fund

High Yield Securities Risk—Investments in fixed-income securities with ratings below investment grade (commonly known as “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 more difficult to trade or dispose of 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.

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies, including ETFs, are subject to market and selection risk. In addition, shareholders of the Portfolio bear both their proportionate share of expenses in the Portfolio (including management fees) and, indirectly, the expenses of the investment companies.

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 on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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.

Illiquidity Investment Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of illiquid investments risk may include low trading volumes and large positions. Foreign fixed-income securities may have more illiquid investments risk because secondary trading markets for these securities may be smaller and less well developed and the securities may trade less frequently. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally decline.

Non-Diversification Risk—The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, 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, or NAV.

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 $325 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 six months ended June 30, 2019.

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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	3,216,260	$	765,088
Net long-term capital gains		1,952,754		–0	–
Total taxable distributions	$	5,169,014	$	765,088

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,823,796
Accumulated capital and other losses		(842,733	)(a)
Unrealized appreciation/(depreciation)		440,078	(b)
Total accumulated earnings/(deficit)	$	1,421,141

(a) As of December 31, 2018, the Portfolio had a net capital loss carryforward of $717,270. As of December 31, 2018, the cumulative deferred loss on straddles was $125,463.

(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 Treasury inflation-protected securities, and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio had a net short-term capital loss carryforward of $717,270, which may be carried forward for an indefinite period.

NOTE J: Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Portfolio has adopted ASU 2017-08, which did not have a material impact on the Portfolio’s financial position or the results of its operations, and had no impact on the Portfolio’s net assets.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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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GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,									April 28, 2015(a) to December 31, 2015
				2018			2017			2016
Net asset value, beginning of period		$9.79			$10.83			$9.78			$9.40			$10.00
Income From Investment Operations
Net investment income (b)(c)		.06			.09			.06			.04			.05
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions		1.04			(.55	)		1.09			.37			(.65	)
Contributions from Affiliates		–0	–		–0	–		.00	(d)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.10			(.46	)		1.15			.41			(.60	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		(.05	)		(.03	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.58	)		(.05	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.58	)		(.10	)		(.03	)		–0	–
Net asset value, end of period		$10.89			$9.79			$10.83			$9.78			$9.40
Total Return
Total investment return based on net asset value (e)		11.24	%		(4.62	)%		11.87	%		4.39	%		(6.00	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12			$11			$12			$11			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (f)(g)‡		.69	%^		.67	%		.63	%		.63	%		.69	%^
Expenses, before waivers/reimbursements (f)(g)‡		.95	%^		.92	%		.94	%		1.08	%		3.21	%^
Net investment income (c)		1.12	%^		.88	%		.55	%		.46	%		.82	%^
Portfolio turnover rate		3	%		67	%		59	%		79	%		111	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.08	%^		.08	%		.11	%		.12	%		.06	%^

See footnote summary on pages 24-25.

23

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,									April 28, 2015(a) to December 31, 2015
				2018			2017			2016
Net asset value, beginning of period		$9.72			$10.78			$9.75			$9.39			$10.00
Income From Investment Operations
Net investment income (b)(c)		.04			.07			.03			.02			.01
Net realized and unrealized gain (loss) on investment transactions and foreign currency transactions		1.04			(.55	)		1.09			.37			(.62	)
Contributions from Affiliates		–0	–		–0	–		.00	(d)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.08			(.48	)		1.12			.39			(.61	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		(.04	)		(.03	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.58	)		(.05	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.58	)		(.09	)		(.03	)		–0	–
Net asset value, end of period		$10.80			$9.72			$10.78			$9.75			$9.39
Total Return
Total investment return based on net asset value (e)		11.11	%		(4.84	)%		11.50	%		4.24	%		(6.20	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$94,468			$89,127			$98,502			$79,298			$51,115
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (f)(g)‡		.94	%^		.92	%		.89	%		.88	%		.94	%^
Expenses, before waivers/reimbursements (f)(g)‡		1.18	%^		1.16	%		1.17	%		1.33	%		1.62	%^
Net investment income (c)		.86	%^		.64	%		.31	%		.24	%		.19	%^
Portfolio turnover rate		3	%		67	%		59	%		79	%		111	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.08	%^		.08	%		.11	%		.12	%		.06	%^

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Amount is less than $.005.

(e) 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.

(f) In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of affiliated/unaffiliated acquired fund fees and expenses, and for the six months ended June 30, 2019 and the years ended December 31, 2018, December 31, 2017, December 31, 2016 and December 31, 2015, such waiver amounted to .08% (annualized), .08%, .11%, .12% and .06% (annualized), respectively.

24

AB Variable Products Series Fund

(g) The expense ratios presented below exclude interest/bank overdraft expense:

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,						April 28, 2015(a) to December 31, 2015
				2018		2017		2016
Class A
Net of waivers/reimbursements		.67	%^		N/A		N/A		N/A		N/A
Before waivers/reimbursements		.94	%^		N/A		N/A		N/A		N/A
Class B
Net of waivers/reimbursements		.93	%^		N/A		N/A		N/A		N/A
Before waivers/reimbursements		1.17	%^		N/A		N/A		N/A		N/A

^ Annualized.

See notes to financial statements.

25

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Global Risk Allocation – Moderate Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

26

AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

27

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

28

AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Global Risk Allocation – Moderate Portfolio (the “Fund”) at a meeting held on July 31-August 2, 2018 (the “Meeting”).

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 additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund

29

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

and the overall arrangements between the Fund 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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for 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 Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2016. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2017 was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s recent profitability 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 Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1- and 3-year periods ended May 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

30

AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other. 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 discussed these matters with their independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund invests 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, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund is for services that are in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors considered the effects of any fee waivers and/or expense reimbursements as a result of the Adviser’s expense cap (although the directors noted that the Fund’s expense ratio was currently below the Adviser’s expense cap). The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had previously discussed their strong preference 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 AB 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 in advance of the 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

31

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

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 Fund, 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 Fund’s assets (which were well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

32

VPS-GRA-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ GLOBAL THEMATIC GROWTH PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

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

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,212.40	$	5.38		0.98	%	$	5.43		0.99	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.93	$	4.91		0.98	%	$	4.96		0.99	%
Class B
Actual	$	1,000	$	1,210.40	$	6.74		1.23	%	$	6.80		1.24	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.70	$	6.16		1.23	%	$	6.21		1.24	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Visa, Inc.—Class A	$	3,497,033		2.7	%
MSCI, Inc.—Class A		3,347,836		2.6
Kingspan Group PLC		3,323,101		2.5
Xylem, Inc./NY		3,313,817		2.5
American Water Works Co., Inc.		3,260,644		2.5
Ecolab, Inc.		3,238,016		2.5
Apollo Hospitals Enterprise Ltd.		3,195,158		2.4
Bio-Rad Laboratories, Inc.—Class A		2,797,680		2.1
Vestas Wind Systems A/S		2,782,675		2.1
Koninklijke DSM NV		2,750,238		2.1
	$	31,506,198		24.0	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Health Care	$	27,648,550		21.2	%
Information Technology		23,284,512		17.8
Industrials		18,629,457		14.2
Financials		17,382,853		13.3
Consumer Discretionary		10,349,027		7.9
Consumer Staples		9,101,420		7.0
Utilities		6,281,936		4.8
Materials		5,988,254		4.6
Communication Services		3,389,330		2.6
Real Estate		2,318,100		1.8
Short-Term Investments		6,277,801		4.8
Total Investments	$	130,651,240		100.0	%

1 Long-term investments.

2 The Portfolio’s sector breakdown is expressed as a percentage of total investments 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).

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.

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
United States	$	58,927,278		45.1	%
India		7,983,070		6.1
Ireland		7,688,681		5.9
Germany		7,487,901		5.7
Japan		7,023,055		5.4
China		6,455,995		5.0
France		5,874,443		4.5
Netherlands		5,050,114		3.9
Switzerland		4,716,446		3.6
United Kingdom		4,570,619		3.5
Denmark		2,782,675		2.1
Hong Kong		2,650,049		2.0
Brazil		1,692,077		1.3
Indonesia		1,471,036		1.1
Short-Term Investments		6,277,801		4.8
Total Investments	$	130,651,240		100.0	%

1 All data are as of June 30, 2019. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–94.7%
HEALTH CARE–21.0%
BIOTECHNOLOGY–0.6%
Abcam PLC		39,640	$	742,023
HEALTH CARE EQUIPMENT & SUPPLIES–7.0%
Abbott Laboratories		27,100		2,279,110
Danaher Corp.		18,810		2,688,325
Koninklijke Philips NV		52,900		2,299,876
West Pharmaceutical Services, Inc.		15,970		1,998,646
				9,265,957
HEALTH CARE PROVIDERS & SERVICES–4.5%
Apollo Hospitals Enterprise Ltd.		161,510		3,195,158
UnitedHealth Group, Inc.		11,110		2,710,951
				5,906,109
LIFE SCIENCES TOOLS & SERVICES–8.6%
Bio-Rad Laboratories, Inc.–Class A(a)		8,950		2,797,680
Bruker Corp.		45,570		2,276,221
Gerresheimer AG		28,500		2,100,607
ICON PLC(a)		10,650		1,639,781
Tecan Group AG		9,470		2,459,422
				11,273,711
PHARMACEUTICALS–0.3%
Vectura Group PLC(a)		419,366		460,750
				27,648,550
INFORMATION TECHNOLOGY–17.7%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.4%
Horiba Ltd.		25,700		1,333,373
Keyence Corp.		3,000		1,850,167
				3,183,540
IT SERVICES–6.1%
Pagseguro Digital Ltd.(a)(b)		43,420		1,692,077
Square, Inc.–Class A(a)		22,500		1,631,925
Visa, Inc.–Class A(b)		20,150		3,497,033
Wirecard AG		6,910		1,166,521
				7,987,556
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.0%
Infineon Technologies AG		135,420		2,406,370
NVIDIA Corp.		9,198		1,510,588
				3,916,958
SOFTWARE–4.7%
Dassault Systemes SE		14,150		2,257,000
Microsoft Corp.		19,800		2,652,408
SailPoint Technologies Holding, Inc.(a)		64,620	$	1,294,985
				6,204,393
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.5%
Apple, Inc.		10,065		1,992,065
				23,284,512
INDUSTRIALS–14.2%
AEROSPACE & DEFENSE–1.6%
Hexcel Corp.		25,489		2,061,550
BUILDING PRODUCTS–2.5%
Kingspan Group PLC		61,190		3,323,101
COMMERCIAL SERVICES & SUPPLIES–1.2%
China Everbright International Ltd.		1,720,407		1,589,043
ELECTRICAL EQUIPMENT–3.8%
Schneider Electric SE		24,810		2,244,880
Vestas Wind Systems A/S		32,120		2,782,675
				5,027,555
INDUSTRIAL CONGLOMERATES–1.4%
Siemens AG		15,240		1,814,403
MACHINERY–2.5%
Xylem, Inc./NY		39,620		3,313,817
PROFESSIONAL SERVICES–1.2%
Recruit Holdings Co., Ltd.		44,800		1,499,988
				18,629,457
FINANCIALS–13.2%
BANKS–2.2%
Bank Mandiri Persero Tbk PT		2,591,000		1,471,036
HDFC Bank Ltd.		39,380		1,394,153
				2,865,189
CAPITAL MARKETS–5.5%
Charles Schwab Corp. (The)		39,886		1,603,018
MSCI, Inc.–Class A		14,020		3,347,836
Partners Group Holding AG		2,870		2,257,024
				7,207,878
CONSUMER FINANCE–0.6%
Bharat Financial Inclusion Ltd.(a)		66,412		862,604
INSURANCE–3.0%
AIA Group Ltd.		245,400		2,650,049
Prudential PLC		57,990		1,265,978
				3,916,027

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
THRIFTS & MORTGAGE FINANCE–1.9%
Housing Development Finance Corp., Ltd.		79,630	$	2,531,155
				17,382,853
CONSUMER DISCRETIONARY–7.9%
AUTO COMPONENTS–1.7%
Aptiv PLC(b)		26,830		2,168,669
DIVERSIFIED CONSUMER SERVICES–1.9%
Bright Horizons Family Solutions, Inc.(a)		16,360		2,468,233
INTERNET & DIRECT MARKETING RETAIL–4.3%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		11,410		1,933,425
Amazon.com, Inc.(a)		1,323		2,505,272
Etsy, Inc.(a)		20,750		1,273,428
				5,712,125
				10,349,027
CONSUMER STAPLES–6.9%
FOOD PRODUCTS–2.1%
Kerry Group PLC–Class A		22,830		2,725,799
HOUSEHOLD PRODUCTS–3.2%
Procter & Gamble Co. (The)		17,640		1,934,226
Unicharm Corp.		77,600		2,339,527
				4,273,753
PERSONAL PRODUCTS–1.6%
Unilever PLC		33,860		2,101,868
				9,101,420
UTILITIES–4.8%
MULTI-UTILITIES–1.1%
Suez		95,120		1,372,563
WATER UTILITIES–3.7%
American Water Works Co., Inc.		28,109		3,260,644
Beijing Enterprises Water Group Ltd.(a)		2,774,000		1,648,729
				4,909,373
				6,281,936
MATERIALS–4.6%
CHEMICALS–4.6%
Ecolab, Inc.		16,400	$	3,238,016
Koninklijke DSM NV		22,290		2,750,238
				5,988,254
COMMUNICATION SERVICES–2.6%
INTERACTIVE MEDIA & SERVICES–2.6%
Alphabet, Inc.–Class C(a)		1,947		2,104,532
Tencent Holdings Ltd.		28,400		1,284,798
				3,389,330
REAL ESTATE–1.8%
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITs)–1.8%
SBA Communications Corp.(a)		10,310		2,318,100
Total Common Stocks (cost $87,054,200)				124,373,439
SHORT-TERM INVESTMENTS–4.8%
INVESTMENT COMPANIES–4.8%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $6,277,801)		6,277,801		6,277,801
TOTAL INVESTMENTS–99.5% (cost $93,332,001)				130,651,240
Other assets less liabilities–0.5%				643,689
NET ASSETS–100.0%			$	131,294,929

5

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB 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)
Bank of America, NA		GBP	636		USD	803		9/13/19	$	(7,828	)
Bank of America, NA		USD	511		AUD	743		9/13/19		12,249
Barclays Bank PLC		BRL	4,122		USD	1,079		7/02/19		5,202
Barclays Bank PLC		USD	1,076		BRL	4,122		7/02/19		(2,171	)
Barclays Bank PLC		INR	522,514		USD	7,389		7/16/19		(174,542	)
Barclays Bank PLC		USD	3,213		INR	224,517		7/16/19		36,884
Barclays Bank PLC		USD	319		CNY	2,209		7/25/19		3,145
Barclays Bank PLC		USD	303		CNY	2,054		7/25/19		(3,301	)
Barclays Bank PLC		USD	1,076		BRL	4,122		8/02/19		(5,184	)
Barclays Bank PLC		USD	2,081		AUD	2,983		9/13/19		17,764
Barclays Bank PLC		USD	836		ZAR	12,500		9/13/19		43,508
BNP Paribas SA		EUR	1,093		USD	1,235		9/13/19		(15,476	)
Citibank, NA		USD	1,821		KRW	2,150,271		8/26/19		39,631
Citibank, NA		EUR	753		USD	863		9/13/19		1,851
Citibank, NA		EUR	11,079		USD	12,624		9/13/19		(45,867	)
Citibank, NA		HKD	6,919		USD	883		9/13/19		(2,565	)
Citibank, NA		USD	2,023		EUR	1,767		9/13/19		(2,309	)
Citibank, NA		USD	2,318		JPY	250,798		9/13/19		20,515
JPMorgan Chase Bank, NA		BRL	5,521		USD	1,428		8/02/19		(5,377	)
Morgan Stanley & Co., Inc.		BRL	4,122		USD	1,076		7/02/19		2,171
Morgan Stanley & Co., Inc.		USD	1,020		BRL	4,122		7/02/19		53,218
Morgan Stanley & Co., Inc.		USD	447		INR	31,317		7/16/19		6,591
Morgan Stanley & Co., Inc.		USD	531		RUB	35,119		8/06/19		22,046
Morgan Stanley & Co., Inc.		EUR	499		USD	569		9/13/19		(2,011	)
Morgan Stanley & Co., Inc.		USD	2,722		CAD	3,602		9/13/19		32,360
Morgan Stanley & Co., Inc.		USD	818		SEK	7,682		9/13/19		13,227
Natwest Markets PLC		PEN	6,292		USD	1,893		7/12/19		(17,576	)
Natwest Markets PLC		USD	1,906		PEN	6,292		7/12/19		3,989
Natwest Markets PLC		USD	720		CAD	941		9/13/19		(562	)
Standard Chartered Bank		INR	116,274		USD	1,653		7/16/19		(30,458	)
Standard Chartered Bank		CNY	14,656		USD	2,178		7/25/19		42,273
Standard Chartered Bank		CNY	8,338		USD	1,205		7/25/19		(9,956	)
Standard Chartered Bank		USD	1,022		CNY	6,881		7/25/19		(19,072	)
Standard Chartered Bank		USD	1,477		TWD	46,350		9/11/19		24,265
State Street Bank & Trust Co.		CHF	374		USD	380		9/13/19		(5,539	)
State Street Bank & Trust Co.		EUR	233		USD	264		9/13/19		(2,070	)
State Street Bank & Trust Co.		GBP	205		USD	261		9/13/19		126
State Street Bank & Trust Co.		HKD	1,519		USD	194		9/13/19		(117	)
State Street Bank & Trust Co.		JPY	267,397		USD	2,495		9/13/19		1,832
State Street Bank & Trust Co.		JPY	41,274		USD	382		9/13/19		(2,406	)
State Street Bank & Trust Co.		USD	281		CAD	376		9/13/19		6,714
State Street Bank & Trust Co.		USD	377		CHF	374		9/13/19		8,206
State Street Bank & Trust Co.		USD	493		EUR	431		9/13/19		(22	)
State Street Bank & Trust Co.		USD	270		GBP	212		9/13/19		(168	)
State Street Bank & Trust Co.		USD	256		HKD	2,005		9/13/19		553
State Street Bank & Trust Co.		USD	257		JPY	27,708		9/13/19		1,535
State Street Bank & Trust Co.		USD	281		JPY	30,165		9/13/19		(165	)

6

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		USD	290		MXN	5,632		9/13/19	$	350
State Street Bank & Trust Co.		USD	257		NOK	2,208		9/13/19		2,711
UBS AG		EUR	917		USD	1,051		9/13/19		1,830
UBS AG		USD	1,796		GBP	1,407		9/13/19		(3,482	)
									$	46,522

(a) Non-income producing security.

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

(c) Affiliated investments.

(d) The rate shown represents the 7-day yield as of period end.

(e) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB 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

INR—Indian Rupee

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NOK—Norwegian Krone

PEN—Peruvian Sol

RUB—Russian Ruble

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $87,054,200)	$	124,373,439	(a)
Affiliated issuers (cost $6,277,801)		6,277,801
Foreign currencies, at value (cost $275,343)		275,285
Receivable for investment securities sold and foreign currency transactions		686,691
Unrealized appreciation on forward currency exchange contracts		404,746
Unaffiliated dividends and interest receivable		177,339
Receivable for capital stock sold		28,001
Affiliated dividends receivable		13,160
Total assets		132,236,462
LIABILITIES
Unrealized depreciation on forward currency exchange contracts		358,224
Payable for investment securities purchased and foreign currency transactions		345,851
Advisory fee payable		68,622
Payable for capital stock redeemed		35,073
Administrative fee payable		34,579
Distribution fee payable		16,989
Directors’ fees payable		6,505
Transfer Agent fee payable		58
Accrued expenses		75,632
Total liabilities		941,533
NET ASSETS	$	131,294,929
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,069
Additional paid-in capital		81,576,812
Distributable earnings		49,714,048
	$	131,294,929

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	41,246,791		1,243,926	$	33.16
B	$	90,048,138		2,825,331	$	31.87

(a) Includes securities on loan with a value of $6,760,659 (see Note E).

See notes to financial statements.

8

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $88,149)	$	1,007,346
Affiliated issuers		68,680
Interest		10
Securities lending income		393
		1,076,429
EXPENSES
Advisory fee (see Note B)		474,497
Distribution fee—Class B		109,301
Transfer agency—Class A		968
Transfer agency—Class B		2,165
Custodian		51,765
Administrative		35,337
Audit and tax		28,788
Printing		23,846
Legal		18,151
Directors’ fees		12,067
Miscellaneous		8,113
Total expenses		764,998
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(34,437	)
Net expenses		730,561
Net investment income		345,868
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		4,686,002
Forward currency exchange contracts		(211,964	)
Foreign currency transactions		43,545
Net change in unrealized appreciation/depreciation of:
Investments (a)		19,006,929
Forward currency exchange contracts		189,903
Foreign currency denominated assets and liabilities		2,907
Net gain on investment and foreign currency transactions		23,717,322
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	24,063,190

(a) Net of decrease in accrued foreign capital gains taxes of $8,092.

See notes to financial statements.

9

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

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	345,868		$	277,413
Net realized gain on investment and foreign currency transactions		4,517,583			7,396,267
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		19,199,739			(20,681,230	)
Net increase (decrease) in net assets from operations		24,063,190			(13,007,550	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,516,149	)		(16,696,371	)
Total increase (decrease)		14,547,041			(29,703,921	)
NET ASSETS
Beginning of period		116,747,888			146,451,809
End of period	$	131,294,929		$	116,747,888

See notes to financial statements.

10

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Global Thematic Growth Portfolio (the “Portfolio”) is a series of AB 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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

11

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

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 generally values 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 June 30, 2019:

	Level 1		Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Health Care	$	17,132,737	$	10,515,813		$	–0	–	$	27,648,550
Information Technology		14,271,081		9,013,431			–0	–		23,284,512
Industrials		8,698,468		9,930,989			–0	–		18,629,457
Financials		6,345,007		11,037,846			–0	–		17,382,853
Consumer Discretionary		10,349,027		–0	–		–0	–		10,349,027
Consumer Staples		4,660,025		4,441,395			–0	–		9,101,420
Utilities		4,633,207		1,648,729			–0	–		6,281,936
Materials		3,238,016		2,750,238			–0	–		5,988,254
Communication Services		2,104,532		1,284,798			–0	–		3,389,330
Real Estate		2,318,100		–0	–		–0	–		2,318,100
Short-Term Investments		6,277,801		–0	–		–0	–		6,277,801
Total Investments in Securities		80,028,001		50,623,239	(a)		–0	–		130,651,240

12

AB Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments(b):
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	404,746		$	–0	–	$	404,746
Liabilities:
Forward Currency Exchange Contracts		–0	–		(358,224	)		–0	–		(358,224	)
Total	$	80,028,001		$	50,669,761		$	–0	–	$	130,697,762

(a) 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.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

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, 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

13

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

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. Effective September 4, 2018, the Adviser has contractually agreed to waive its management fee and/or bear expenses of the Portfolio in order to reduce the Portfolio’s total operating expenses by an amount equal to .05% on an annual basis of the average net assets for Class A and Class B. For the six months ended June 30, 2019, such reimbursements/waivers amounted to $31,632. This fee waiver and/or expense reimbursement agreement extends through May 1, 2020 and then may be extended by the Adviser for additional one-year terms.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,337.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $2,746.

14

AB Variable Products Series Fund

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	2,718	$	16,749	$	13,189	$	6,278	$	65
Government Money Market Portfolio*		1,997		3,420		5,417		0		4
Total							$	6,278	$	69

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $15,124, 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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	13,484,265		$	26,856,878
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	39,892,211
Gross unrealized depreciation		(2,526,450	)
Net unrealized appreciation	$	37,365,761

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.

15

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

The principal type of derivative 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 currency contracts	Unrealized appreciation on forward currency exchange contracts	$	404,746	Unrealized depreciation on forward currency exchange contracts	$	358,224
Total		$	404,746		$	358,224

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	(211,964	)	$	189,903
Total		$	(211,964	)	$	189,903

16

AB Variable Products Series Fund

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	28,164,412
Average principal amount of sale contracts	$	35,138,745

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 OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount  of Derivative Assets

Bank of America, NA

$

12,249

$

(7,828

)

$

–0

–

$

–0

–

$

4,421

Barclays Bank PLC

106,503

(106,503

)

–0

–

–0

–

–0

–

Citibank, NA

61,997

(50,741

)

–0

–

–0

–

11,256

Morgan Stanley & Co., Inc.

129,613

(2,011

)

–0

–

–0

–

127,602

Natwest Markets PLC

3,989

(3,989

)

–0

–

–0

–

–0

–

Standard Chartered Bank

66,538

(59,486

)

–0

–

–0

–

7,052

State Street Bank & Trust Co.

22,027

(10,487

)

–0

–

–0

–

11,540

UBS AG

1,830

(1,830

)

–0

–

–0

–

–0

–

Total

$

404,746

$

(242,875

)

$

–0

–

$

–0

–

$

161,871

^

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Bank of America, NA

$

7,828

$

(7,828

)

$

–0

–

$

–0

–

$

–0

–

Barclays Bank PLC

185,198

(106,503

)

–0

–

–0

–

78,695

BNP Paribas SA

15,476

–0

–

–0

–

–0

–

15,476

Citibank, NA

50,741

(50,741

)

–0

–

–0

–

–0

–

JPMorgan Chase Bank, NA

5,377

–0

–

–0

–

–0

–

5,377

Morgan Stanley & Co., Inc.

2,011

(2,011

)

–0

–

–0

–

–0

–

Natwest Markets PLC

18,138

(3,989

)

–0

–

–0

–

14,149

Standard Chartered Bank

59,486

(59,486

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

10,487

(10,487

)

–0

–

–0

–

–0

–

UBS AG

3,482

(1,830

)

–0

–

–0

–

1,652

Total

$

358,224

$

(242,875

)

$

–0

–

$

–0

–

$

115,349

^

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

^ 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-denominated 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).

17

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

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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	6,760,659	$	0	$	6,815,562	$	393	$	4,083	$	59

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		45,260			216,094		$	1,387,100		$	6,612,541
Shares redeemed		(110,038	)		(230,647	)		(3,410,868	)		(7,032,186	)
Net decrease		(64,778	)		(14,553	)	$	(2,023,768	)	$	(419,645	)
Class B
Shares sold		116,703			353,636		$	3,460,460		$	10,398,435
Shares redeemed		(366,309	)		(913,680	)		(10,952,841	)		(26,675,161	)
Net decrease		(249,606	)		(560,044	)	$	(7,492,381	)	$	(16,276,726	)

18

AB Variable Products Series Fund

At June 30, 2019, certain shareholders of the Portfolio owned 67% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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 more difficult to trade or dispose of 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, and because these investments may be 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 mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid-capitalization companies may have additional risks because these companies may 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 on the statement of assets and liabilities.

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, or NAV.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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 H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $325 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 six months ended June 30, 2019.

NOTE I: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018			2017
Distributions paid from:
Ordinary income	$	–0	–	$	433,406
Total taxable distributions paid	$	–0	–	$	433,406

19

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

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	315,850
Undistributed capital gains		7,253,846
Unrealized appreciation/(depreciation)		18,081,162	(a)
Total accumulated earnings/(deficit)	$	25,650,858

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, return of capital distributions received from underlying securities, and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

20

GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$27.35			$30.32			$22.29			$22.43			$21.80			$20.75
Income From Investment Operations
Net investment income (a)		.11	(b)		.11	(b)		.03	(b)		.04	(b)†		.02			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		5.70			(3.08	)		8.13			(.18	)		.60			.99
Contributions from Affiliates		–0	–		–0	–		–0	–		–0	–		.01			–0	–
Net increase (decrease) in net asset value from operations		5.81			(2.97	)		8.16			(.14	)		.63			1.05
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.13	)		–0	–		–0	–		–0	–
Net asset value, end of period		$33.16			$27.35			$30.32			$22.29			$22.43			$21.80
Total Return
Total investment return based on net asset value (c)*		21.24	%		(9.79	)%		36.66	%		(.62	)%†		2.89	%		5.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$41,247			$35,799			$40,121			$28,458			$31,534			$30,886
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.98	%^		.99	%		1.02	%		1.06	%		1.01	%		1.01	%
Expenses, before waivers/reimbursements		1.04	%^		1.01	%		1.02	%		1.06	%		1.01	%		1.01	%
Net investment income		.72	%(b)^		.37	%(b)		.09	%(b)		.17	%(b)†		.07	%		.26	%
Portfolio turnover rate		11	%		32	%		40	%		54	%		47	%		48	%

See footnote summary on page 22.

21

GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$26.33			$29.25			$21.52			$21.71			$21.15			$20.18
Income From Investment Operations
Net investment income (loss) (a)		.07	(b)		.04	(b)		(.04	)(b)		(.02	)(b)†		(.04	)		.00	(d)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		5.47			(2.96	)		7.84			(.17	)		.59			.97
Contributions from Affiliates		–0	–		–0	–		–0	–		–0	–		.01			–0	–
Net increase (decrease) in net asset value from operations		5.54			(2.92	)		7.80			(.19	)		.56			.97
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.07	)		–0	–		–0	–		–0	–
Net asset value, end of period		$31.87			$26.33			$29.25			$21.52			$21.71			$21.15
Total Return
Total investment return based on net asset value (c)*		21.04	%		(9.98	)%		36.30	%		(.87	)%†		2.65	%		4.81	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$90,048			$80,949			$106,331			$78,625			$92,298			$96,728
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.23	%^		1.24	%		1.26	%		1.31	%		1.26	%		1.26	%
Expenses, before waivers/reimbursements		1.29	%^		1.25	%		1.27	%		1.31	%		1.26	%		1.26	%
Net investment income (loss)		.47	%(b)^		.13	%(b)		(.15	)%(b)		(.07	)%(b)†		(.17	)%		.01	%
Portfolio turnover rate		11	%		32	%		40	%		54	%		47	%		48	%

(a) Based on average shares outstanding.

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

(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.

(d) Amount is less than $.005.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.004	.02%	.02%

* 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, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 by .04%, .28%, .01% and .02%, respectively.

^ Annualized.

See notes to financial statements.

22

GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Global Thematic Growth Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement,

23

GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

24

AB Variable Products Series Fund

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

25

GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Global Thematic Growth Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

26

AB Variable Products Series Fund

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

27

GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was above the median. The directors also took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with those for two other funds advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to funds such as the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the peer group median. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of

28

AB Variable Products Series Fund

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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

29

VPS-GTG-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ GROWTH & INCOME PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

GROWTH & INCOME PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,141.50	$	3.13		0.59	%	$	3.19		0.60	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.87	$	2.96		0.59	%	$	3.01		0.60	%
Class B
Actual	$	1,000	$	1,140.40	$	4.46		0.84	%	$	4.51		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.63	$	4.21		0.84	%	$	4.26		0.85	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Verizon Communications, Inc.	$	47,909,789		4.5	%
JPMorgan Chase & Co.		41,766,244		4.0
Pfizer, Inc.		36,026,038		3.4
Berkshire Hathaway, Inc.—Class B		35,859,884		3.4
Walmart, Inc.		35,523,309		3.4
Roche Holding AG (Sponsored ADR)		33,282,522		3.2
Phillips 66		33,062,648		3.1
Citigroup, Inc.		31,013,486		2.9
Capital One Financial Corp.		30,657,961		2.9
Comcast Corp.—Class A		29,549,069		2.8
	$	354,650,950		33.6	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Financials	$	237,066,421		22.2	%
Health Care		149,735,878		14.0
Industrials		139,862,244		13.1
Communication Services		101,899,043		9.5
Energy		85,807,771		8.0
Information Technology		85,380,840		8.0
Consumer Discretionary		71,934,936		6.7
Real Estate		46,931,977		4.4
Consumer Staples		35,523,309		3.3
Materials		4,168,692		0.4
Short-Term Investments		111,583,333		10.4
Total Investments	$	1,069,894,444		100.0	%

1 Long-term investments.

2 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.

2

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–90.9%
FINANCIALS–22.5%
BANKS–6.9%
Citigroup, Inc.		442,860	$	31,013,486
JPMorgan Chase & Co.		373,580		41,766,244
				72,779,730
CAPITAL MARKETS–3.3%
Goldman Sachs Group, Inc. (The)		41,840		8,560,464
Northern Trust Corp.		102,569		9,231,210
TD Ameritrade Holding Corp.(a)		336,610		16,803,571
				34,595,245
CONSUMER FINANCE–2.9%
Capital One Financial Corp.		337,866		30,657,961
DIVERSIFIED FINANCIAL SERVICES–3.4%
Berkshire Hathaway, Inc.–Class B(b)		168,222		35,859,884
INSURANCE–6.0%
Aflac, Inc.		110,730		6,069,111
Allstate Corp. (The)		214,090		21,770,812
Fidelity National Financial, Inc.		378,140		15,239,042
Reinsurance Group of America, Inc.–Class A		128,787		20,094,636
				63,173,601
				237,066,421
HEALTH CARE–14.2%
BIOTECHNOLOGY–3.9%
Amgen, Inc.		35,300		6,505,084
Biogen, Inc.(b)		40,615		9,498,630
Celgene Corp.(b)		95,200		8,800,288
Gilead Sciences, Inc.		241,283		16,301,079
				41,105,081
HEALTH CARE PROVIDERS & SERVICES–3.2%
AmerisourceBergen Corp.–Class A(a)		49,610		4,229,749
Anthem, Inc.(a)		61,570		17,375,670
Cigna Corp.(b)		78,541		12,374,134
				33,979,553
PHARMACEUTICALS–7.1%
Bristol-Myers Squibb Co.(a)		117,810		5,342,684
Pfizer, Inc.		831,626		36,026,038
Roche Holding AG (Sponsored ADR)		948,220		33,282,522
				74,651,244
				149,735,878
INDUSTRIALS–13.3%
AEROSPACE & DEFENSE–4.2%
Curtiss-Wright Corp.		62,210	$	7,908,757
Hexcel Corp.		86,870		7,026,046
Raytheon Co.		168,831		29,356,334
				44,291,137
AIRLINES–1.6%
Delta Air Lines, Inc.		170,330		9,666,228
Southwest Airlines Co.		142,230		7,222,439
				16,888,667
CONSTRUCTION & ENGINEERING–0.8%
EMCOR Group, Inc.		100,790		8,879,599
ELECTRICAL EQUIPMENT–0.8%
Acuity Brands, Inc.(a)		28,750		3,964,912
Hubbell, Inc.		31,730		4,137,592
				8,102,504
MACHINERY–3.2%
Altra Industrial Motion Corp.		355,370		12,750,676
Crane Co.		153,580		12,814,715
PACCAR, Inc.		59,630		4,273,086
Parker-Hannifin Corp.		23,720		4,032,637
				33,871,114
PROFESSIONAL SERVICES–0.4%
Robert Half International, Inc.		66,650		3,799,717
ROAD & RAIL–2.3%
Kansas City Southern		68,130		8,299,597
Knight-Swift Transportation Holdings, Inc.(a)		161,030		5,288,225
Norfolk Southern Corp.		22,890		4,562,664
Saia, Inc.(b)		90,908		5,879,020
				24,029,506
				139,862,244
COMMUNICATION SERVICES–9.7%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.6%
Verizon Communications, Inc.		838,610		47,909,789
ENTERTAINMENT–0.8%
Walt Disney Co. (The)		59,200		8,266,688
MEDIA–4.3%
Comcast Corp.–Class A		698,890		29,549,069
Discovery, Inc.–Class A(a)(b)		526,824		16,173,497
				45,722,566
				101,899,043

3

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
ENERGY–8.1%
ENERGY EQUIPMENT & SERVICES–0.4%
Dril-Quip, Inc.(a)(b)		88,280	$	4,237,440
OIL, GAS & CONSUMABLE FUELS–7.7%
Chevron Corp.		49,380		6,144,847
ConocoPhillips		382,980		23,361,780
Exxon Mobil Corp.(a)		182,830		14,010,263
Occidental Petroleum Corp.(a)		99,260		4,990,793
Phillips 66		353,460		33,062,648
				81,570,331
				85,807,771
INFORMATION TECHNOLOGY–8.1%
COMMUNICATIONS EQUIPMENT–4.0%
Cisco Systems, Inc.		462,400		25,307,152
F5 Networks, Inc.(b)		118,860		17,309,582
				42,616,734
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–3.1%
Dolby Laboratories, Inc.–Class A		262,865		16,981,079
FLIR Systems, Inc.		76,240		4,124,584
Keysight Technologies, Inc.(b)		70,570		6,337,892
Littelfuse, Inc.		28,460		5,034,858
				32,478,413
IT SERVICES–1.0%
Akamai Technologies, Inc.(b)		49,750		3,986,965
Leidos Holdings, Inc.		78,882		6,298,728
				10,285,693
				85,380,840
CONSUMER DISCRETIONARY–6.8%
AUTO COMPONENTS–0.6%
BorgWarner, Inc.		92,840		3,897,423
Gentex Corp.		117,510		2,891,921
				6,789,344
HOUSEHOLD DURABLES–1.5%
DR Horton, Inc.(a)		204,600		8,824,398
Garmin Ltd.		91,110		7,270,578
				16,094,976
INTERNET & DIRECT MARKETING RETAIL–1.5%
Expedia Group, Inc.		118,020		15,700,200
SPECIALTY RETAIL–2.6%
Advance Auto Parts, Inc.		82,130		12,659,518
Murphy USA, Inc.(a)(b)		172,290		14,477,529
				27,137,047
TEXTILES, APPAREL & LUXURY GOODS–0.6%
Tapestry, Inc.		195,820	$	6,213,369
				71,934,936
REAL ESTATE–4.4%
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITs)–2.1%
Mid-America Apartment Communities, Inc.		56,720		6,679,347
Regency Centers Corp.(a)		230,490		15,382,903
				22,062,250
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.3%
CBRE Group, Inc.–Class A(b)		484,790		24,869,727
				46,931,977
CONSUMER STAPLES–3.4%
FOOD & STAPLES RETAILING–3.4%
Walmart, Inc.(a)		321,507		35,523,309
MATERIALS–0.4%
CHEMICALS–0.4%
LyondellBasell Industries NV–Class A		48,400		4,168,692
Total Common Stocks (cost $844,426,662)				958,311,111
SHORT-TERM INVESTMENTS–10.6%
INVESTMENT COMPANIES–10.6%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $111,583,333)		111,583,333		111,583,333
TOTAL INVESTMENTS–101.5% (cost $956,009,995)				1,069,894,444
Other assets less liabilities–(1.5)%				(15,322,496	)
NET ASSETS–100.0%			$	1,054,571,948

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

(b) Non-income producing security.

(c) Affiliated investments.

(d) The rate shown represents the 7-day yield as of period end.

(e) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $844,426,662)	$	958,311,111	(a)
Affiliated issuers (cost $111,583,333)		111,583,333
Unaffiliated dividends receivable		527,425
Affiliated dividends receivable		187,242
Receivable for capital stock sold		114,126
Other assets		14,816
Total assets		1,070,738,053
LIABILITIES
Payable for investment securities purchased		14,808,660
Payable for capital stock redeemed		517,269
Advisory fee payable		431,178
Distribution fee payable		171,816
Administrative fee payable		34,397
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses and other liabilities		196,223
Total liabilities		16,166,105
NET ASSETS	$	1,054,571,948
COMPOSITION OF NET ASSETS
Capital stock, at par	$	33,747
Additional paid-in capital		798,208,645
Distributable earnings		256,329,556
	$	1,054,571,948

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	147,290,408		4,644,364	$	31.71
B	$	907,281,540		29,102,689	$	31.18

(a) Includes securities on loan with a value of $60,948,831 (see Note E).

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $11,961)	$	8,760,362
Affiliated issuers		1,356,436
Interest		608
		10,117,406
EXPENSES
Advisory fee (see Note B)		2,728,221
Distribution fee—Class B		1,062,970
Transfer agency—Class A		604
Transfer agency—Class B		3,621
Custodian		83,097
Printing		40,404
Administrative		35,132
Legal		31,670
Audit and tax		21,581
Directors’ fees		12,066
Miscellaneous		25,311
Total expenses		4,044,677
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(56,588	)
Net expenses		3,988,089
Net investment income		6,129,317
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		17,213,753
Net change in unrealized appreciation/depreciation of investments		103,309,230
Net gain on investment transactions		120,522,983
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	126,652,300

See notes to financial statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	6,129,317		$	10,908,094
Net realized gain on investment transactions		17,213,753			111,242,634
Net change in unrealized appreciation/depreciation of investments		103,309,230			(176,425,722	)
Net increase (decrease) in net assets from operations		126,652,300			(54,274,994	)
Distributions to Shareholders
Class A		–0	–		(18,264,930	)
Class B		–0	–		(104,977,978	)
CAPITAL STOCK TRANSACTIONS
Net increase		21,827,198			17,496,207
Total increase (decrease)		148,479,498			(160,021,695	)
NET ASSETS
Beginning of period		906,092,450			1,066,114,145
End of period	$	1,054,571,948		$	906,092,450

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Growth & Income Portfolio (the “Portfolio”) is a series of AB 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 Portfolio acquired the assets and liabilities of AB Value Portfolio (the “Acquired Portfolio”), a reorganization that was effective at the close of business April 26, 2019 (the “Reorganization”). The Reorganization was approved by the Fund’s Board of Directors pursuant to a Plan of Acquisition and Liquidation (the “Reorganization Agreement”) (see Note J for additional information). The Fund offers eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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, 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but

8

AB Variable Products Series Fund

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 generally values 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 June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks(a)

$

958,311,111

$

–0

–

$

–0

–

$

958,311,111

Short-Term Investments

111,583,333

–0

–

–0

–

111,583,333

Total Investments in Securities

1,069,894,444

–0

–

–0

–

1,069,894,444

Other Financial Instruments(b)

–0

–

–0

–

–0

–

–0

–

Total

$

1,069,894,444

$

–0

–

$

–0

–

$

1,069,894,444

(a) See Portfolio of Investments for sector classifications.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

9

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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, 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.

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.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common

10

AB Variable Products Series Fund

stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,132.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $55,582.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	64,547	$	224,886	$	177,850	$	111,583	$	1,307
Government Money Market Portfolio*		0		52,278		52,278		0		49
Total							$	111,583	$	1,356

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $165,356, 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,

11

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	369,481,845		$	372,723,207
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	126,051,207
Gross unrealized depreciation		(12,166,758	)
Net unrealized appreciation	$	113,884,449

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 six months ended June 30, 2019.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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

12

AB Variable Products Series Fund

certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value  of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	60,948,831	$	0	$	61,017,134	$	0	$	48,693	$	1,006

* As of June 30, 2019.

13

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		304,255			577,389		$	9,259,562		$	18,280,433
Shares issued in reinvestment of dividends and distributions		–0	–		587,297			–0	–		18,264,931
Shares issued in connection with the Reorganization		34,530			–0	–		1,088,086			–0	–
Shares redeemed		(489,557	)		(1,146,686	)		(14,825,709	)		(36,663,199	)
Net increase (decrease)		(150,772	)		18,000		$	(4,478,061	)	$	(117,835	)
Class B
Shares sold		994,686			1,754,622		$	29,715,891		$	54,964,533
Shares issued in reinvestment of dividends and distributions		–0	–		3,426,174			–0	–		104,977,978
Share issued in connection with the Reorganization		1,788,938			–0	–		55,438,527			–0	–
Shares redeemed		(1,953,317	)		(4,484,525	)		(58,849,159	)		(142,328,469	)
Net increase		830,307			696,271		$	26,305,259		$	17,614,042

At June 30, 2019, certain shareholders of the Portfolio owned 58% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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 more difficult to trade or dispose of 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—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 on the statement of assets and liabilities.

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.

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 $325 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 six months ended June 30, 2019.

14

AB Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	37,164,764	$	21,981,056
Net long-term capital gains		86,078,144		83,069,911
Total taxable distributions paid	$	123,242,908	$	105,050,967

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	32,356,686
Undistributed capital gains		90,755,752
Unrealized appreciation/(depreciation)		5,482,432	(a)
Total accumulated earnings/(deficit)	$	128,594,870

(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 realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Merger and Reorganization

At a meeting held on November 6-8, 2018, the Board of the Fund approved the acquisition of the assets and assumption of the liabilities of the Acquired Portfolio by the Portfolio, each a series of the Fund. The Reorganization was completed at the close of business April 26, 2019. Pursuant to the Reorganization, the assets and liabilities of the Acquired Portfolio shares were transferred in exchange for the shares of the same class of the Portfolio, in a tax-free exchange as follows:

	Shares outstanding before the Reorganization		Shares outstanding immediately after the Reorganization			Aggregate net assets before the Reorganization			Aggregate net assets immediately after the Reorganization
The Acquired Portfolio		3,830,499		–0	–	$	56,526,613	+	$	–0	–
The Portfolio		32,453,079		34,276,547		$	1,008,129,745	++	$	1,064,656,358

+ Includes distributions in excess of net investment income of $9,338, accumulated realized gain on investments of $4,555,184 and unrealized appreciation on investments of $1,082,388, with a fair value of $49,044,206 and identified cost of $47,961,818.

++ Includes undistributed net investment income of $15,078,001, accumulated realized gain on investments of $114,156,821 and unrealized appreciation on investments of $119,935,920, with a fair value of $1,011,419,058 and identified cost of $891,483,138.

Assuming the acquisition of the Acquired Portfolio had been completed on January 1, 2019, the Portfolio’s pro forma results of operations for the six months ended June 30, 2019, are as follows:

Net investment income	$	6,249,900
Net realized and unrealized gain on investments		127,100,702
Net increase in net assets resulting from operations	$	133,350,602

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Portfolio that have been included in the Portfolio’s Statement of Operations since April 26, 2019.

For financial reporting purposes, assets received and shares issued by the Portfolio were recorded at fair value; however, the cost basis of the investments received from the Acquired Portfolio was carried forward to align ongoing reporting of the Portfolio’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

15

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE K: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE L: 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.

16

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$27.78			$33.35			$31.21			$30.12			$30.04			$27.80
Income From Investment Operations
Net investment income (a)		.22	(b)		.41	(b)		.31	(b)		.43	(b)†		.37			.40
Net realized and unrealized gain (loss) on investment transactions		3.71			(1.84	)		5.21			2.84			.14			2.23
Contributions from Affiliates		–0	–		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		3.93			(1.43	)		5.52			3.27			.51			2.63
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.34	)		(.49	)		(.32	)		(.43	)		(.39	)
Distributions from net realized gain on investment transactions		–0	–		(3.80	)		(2.89	)		(1.86	)		–0	–		–0	–
Total dividends and distributions		–0	–		(4.14	)		(3.38	)		(2.18	)		(.43	)		(.39	)
Net asset value, end of period		$31.71			$27.78			$33.35			$31.21			$30.12			$30.04
Total Return
Total investment return based on net asset value (d)*		14.15	%		(5.61	)%		18.93	%		11.30	%†		1.70	%		9.54	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$147,290			$133,188			$159,324			$155,924			$150,801			$168,135
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.59	%^		.59	%		.60	%		.61	%		.60	%		.60	%
Expenses, before waivers/reimbursements (e)‡		.60	%^		.60	%		.60	%		.61	%		.60	%		.60	%
Net investment income		1.45	%(b)^		1.28	%(b)		.97	%(b)		1.46	%(b)†		1.21	%		1.39	%
Portfolio turnover rate		41	%		96	%		85	%		101	%		73	%		51	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		.01	%		0	%		0	%		0	%		0	%

See footnote summary on page 19.

17

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$27.34			$32.88			$30.82			$29.78			$29.71			$27.49
Income From Investment Operations
Net investment income (a)		.18	(b)		.33	(b)		.23	(b)		.36	(b)†		.29			.32
Net realized and unrealized gain (loss) on investment transactions		3.66			(1.81	)		5.14			2.79			.14			2.22
Contributions from Affiliates		–0	–		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		3.84			(1.48	)		5.37			3.15			.43			2.54
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.26	)		(.42	)		(.25	)		(.36	)		(.32	)
Distributions from net realized gain on investment transactions		–0	–		(3.80	)		(2.89	)		(1.86	)		–0	–		–0	–
Total dividends and distributions		–0	–		(4.06	)		(3.31	)		(2.11	)		(.36	)		(.32	)
Net asset value, end of period		$31.18			$27.34			$32.88			$30.82			$29.78			$29.71
Total Return
Total investment return based on net asset value (d)*		14.04	%		(5.84	)%		18.59	%		11.07	%†		1.43	%		9.29	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$907,282			$772,904			$906,790			$886,666			$646,424			$701,442
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.84	%^		.84	%		.85	%		.86	%		.85	%		.85	%
Expenses, before waivers/reimbursements (e)‡		.85	%^		.85	%		.85	%		.86	%		.85	%		.85	%
Net investment income		1.20	%(b)^		1.03	%(b)		.72	%(b)		1.21	%(b)†		.96	%		1.14	%
Portfolio turnover rate		41	%		96	%		85	%		101	%		73	%		51	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		.01	%		0	%		0	%		0	%		0	%

See footnote summary on page 19.

18

AB Variable Products Series Fund

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the six months ended June 30, 2019 and the year ended December 31, 2018, such waiver amounted to .01% (annualized) and .01%, respectively.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.002	.01%	.01%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2019 and years ended December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 by .13%, .02%, .68%, .03%, .14% and .11%, respectively.

Includes the impact of a reimbursement from the Adviser as a result of an error made by the Adviser in processing a claim for class action settlement, which enhanced the Portfolio’s performance for the year ended December 31, 2017 by .01%.

^ Annualized.

See notes to financial statements.

19

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Growth and Income Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

20

AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

21

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

22

AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Growth and Income Portfolio (the “Fund”) at a meeting held on May 7-9, 2017 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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

23

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

24

AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

25

VPS-GI-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERMEDIATE BOND PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

INTERMEDIATE BOND PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,059.70	$	6.23		1.22	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.74	$	6.11		1.22	%
Class B
Actual	$	1,000	$	1,058.40	$	7.50		1.47	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,017.50	$	7.35		1.47	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERMEDIATE BOND PORTFOLIO
TOP TEN SECTORS (including derivatives)1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Interest Rate Swaps2	27.1	%
Corporates—Investment Grade3	25.0
Mortgage Pass-Throughs	17.3
Commercial Mortgage-Backed Securities3	14.2
Governments—Treasuries	14.1
Interest Rate Futures	10.1
Collateralized Mortgage Obligations	8.7
Inflation-Linked Securities	7.7
Asset-Backed Securities	7.0
Agencies	3.6

SECTOR BREAKDOWN (excluding derivatives)⁴

June 30, 2019 (unaudited)

Corporates—Investment Grade	26.2	%
Mortgage Pass-Throughs	16.9
Commercial Mortgage-Backed Securities	11.8
Governments—Treasuries	11.7
Collateralized Mortgage Obligations	8.6
Inflation-Linked Securities	7.6
Asset-Backed Securities	6.9
Agencies	3.5
Corporates—Non-Investment Grade	2.3
Local Governments—US Municipal Bonds	0.7
Preferred Stocks	0.2
Emerging Markets—Corporate Bonds	0.1
Quasi-Sovereigns	0.1
Short-Term Investments	3.4

1 All data are as of June 30, 2019. The Portfolio’s sectors include derivative exposure and are expressed as approximate percentages of the Portfolio’s total net assets, based on the Adviser’s internal classification. The percentages will vary over time.

2 Represents the exposure of the Portfolio’s fixed-rate payments on the Interest Rate Swaps. Interest Rate Swaps involve the exchange by a fund with another party of payments calculated by reference to specified interest rates (e.g., an exchange of floating-rate payments for fixed-rate payments).

3 Includes Credit Default Swaps.

4 All data are as of June 30, 2019. The Portfolio’s sector breakdown is expressed as a percentage of total investments 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).

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–INVESTMENT GRADE–26.7%
FINANCIAL INSTITUTIONS–13.4%
BANKING–12.2%
American Express Co. Series C 4.90%, 12/29/49(a)		U.S.$	15	$	14,880
Banco Santander SA 3.25%, 4/04/26(b)		EUR	100		128,358
3.50%, 4/11/22		U.S.$	200		205,184
Bank of America Corp. Series DD 6.30%, 12/29/49(a)			27		30,081
Series L 3.95%, 4/21/25			360		377,554
Series V 5.797% (LIBOR 3 Month + 3.39%), 12/29/49(a)(c)			90		89,745
Series Z 6.50%, 10/29/49(a)			41		45,319
Banque Federative du Credit Mutuel SA 2.75%, 10/15/20(b)			200		200,984
Barclays Bank PLC 6.86%, 9/29/49(a)(b)			29		33,213
BB&T Corp. 2.625%, 6/29/20			45		45,133
BNP Paribas SA 4.705%, 1/10/25(b)			225		241,326
Capital One Financial Corp. 3.30%, 10/30/24			135		138,455
Citigroup, Inc. 3.875%, 3/26/25			165		172,069
Commonwealth Bank of Australia 2.25%, 3/10/20(b)			52		51,988
Compass Bank 5.50%, 4/01/20			250		255,265
Cooperatieve Rabobank UA 4.375%, 8/04/25			250		266,115
Credit Suisse Group Funding Guernsey Ltd. 3.80%, 6/09/23			265		275,629
Goldman Sachs Group, Inc. (The) 2.35%, 11/15/21			118		117,768
3.75%, 5/22/25			53		55,444
3.85%, 7/08/24			100		104,958
Series D 6.00%, 6/15/20			195		201,433
HSBC Holdings PLC 4.25%, 8/18/25			203		213,477
ING Groep NV 3.55%, 4/09/24			200		206,676
JPMorgan Chase & Co. 3.22%, 3/01/25			140		143,795
3.54%, 5/01/28			105		109,272
Series Z 5.30%, 12/29/49(a)		U.S.$	22	$	22,246
Lloyds Banking Group PLC 4.45%, 5/08/25			200		212,728
Manufacturers & Traders Trust Co. 2.625%, 1/25/21			250		251,277
Morgan Stanley 3.737%, 4/24/24			75		78,199
5.00%, 11/24/25			60		66,445
Series G 4.35%, 9/08/26			186		199,418
MUFG Bank Ltd. 2.30%, 3/05/20(b)			200		199,818
PNC Bank NA 2.60%, 7/21/20			250		250,682
Santander Holdings USA, Inc. 4.40%, 7/13/27			140		146,226
UBS Group Funding Switzerland AG 4.125%, 9/24/25(b)			200		214,000
US Bancorp Series J 5.30%, 12/31/99(a)			63		65,747
Wells Fargo & Co. 3.069%, 1/24/23			113		114,811
3.75%, 1/24/24			110		115,644
					5,661,362
FINANCE–0.3%
Synchrony Financial 4.50%, 7/23/25			147		154,309
INSURANCE–0.5%
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20			31		31,681
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)			35		56,448
New York Life Global Funding 1.95%, 2/11/20(b)			129		128,688
Voya Financial, Inc. 5.65%, 5/15/53			31		32,189
					249,006
REITS–0.4%
Host Hotels & Resorts LP Series D 3.75%, 10/15/23			6		6,146
Welltower, Inc. 4.00%, 6/01/25			146		154,583
					160,729
					6,225,406
INDUSTRIAL–12.5%
BASIC–0.7%
DuPont de Nemours, Inc. 4.205%, 11/15/23			65		69,603
4.493%, 11/15/25			65		71,940

3

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Eastman Chemical Co. 3.80%, 3/15/25		U.S.$	50	$	52,277
Glencore Funding LLC 4.125%, 5/30/23(b)			58		60,131
Vale Overseas Ltd. 6.25%, 8/10/26			58		65,739
					319,690
CAPITAL GOODS–0.6%
Embraer Netherlands Finance BV 5.40%, 2/01/27			85		94,266
General Electric Co. 4.50%, 3/11/44			65		63,320
United Technologies Corp. 3.95%, 8/16/25			90		96,959
					254,545
COMMUNICATIONS– MEDIA–1.1%
Charter Communications Operating LLC/Charter Communications Operating Capital 4.908%, 7/23/25			135		146,499
5.05%, 3/30/29			90		99,294
Comcast Corp. 4.15%, 10/15/28			95		104,664
Cox Communications, Inc. 2.95%, 6/30/23(b)			51		51,411
Time Warner Cable LLC 4.125%, 2/15/21			111		113,211
					515,079
COMMUNICATIONS– TELECOMMUNICATIONS–1.5%
AT&T, Inc. 3.40%, 5/15/25			310		318,494
4.125%, 2/17/26			147		156,701
Verizon Communications, Inc. 4.862%, 8/21/46			75		87,304
Vodafone Group PLC 3.75%, 1/16/24			40		41,819
4.125%, 5/30/25			88		93,701
					698,019
CONSUMER CYCLICAL– AUTOMOTIVE–0.4%
General Motors Financial Co., Inc. 4.00%, 1/15/25			23		23,343
4.30%, 7/13/25			30		30,898
5.10%, 1/17/24			109		116,546
					170,787
CONSUMER NON-CYCLICAL–2.3%
AmerisourceBergen Corp. 4.30%, 12/15/47			50		48,495
Anheuser-Busch InBev Worldwide, Inc. 5.55%, 1/23/49		U.S.$	45	$	55,020
Becton Dickinson and Co. 3.734%, 12/15/24			40		41,917
Biogen, Inc. 4.05%, 9/15/25			144		154,423
Cigna Corp. 3.75%, 7/15/23(b)			37		38,505
4.125%, 11/15/25(b)			45		47,869
4.375%, 10/15/28(b)			58		62,588
CVS Health Corp. 4.10%, 3/25/25			60		63,293
4.30%, 3/25/28			60		63,284
Reynolds American, Inc. 6.875%, 5/01/20			50		51,710
Takeda Pharmaceutical Co., Ltd. 4.40%, 11/26/23(b)			200		213,840
Tyson Foods, Inc. 2.65%, 8/15/19			39		38,999
3.95%, 8/15/24			48		50,931
4.00%, 3/01/26			12		12,773
4.35%, 3/01/29			13		14,210
Zimmer Biomet Holdings, Inc. 2.70%, 4/01/20			51		51,068
Zoetis, Inc. 3.45%, 11/13/20			45		45,602
					1,054,527
ENERGY–4.0%
Antero Resources Corp. 5.125%, 12/01/22			16		15,361
Cenovus Energy, Inc. 3.00%, 8/15/22			12		12,046
5.70%, 10/15/19			14		13,945
Devon Energy Corp. 5.00%, 6/15/45			30		34,425
Encana Corp. 3.90%, 11/15/21			45		46,110
Energy Transfer Operating LP 4.75%, 1/15/26			175		187,593
Enterprise Products Operating LLC 3.70%, 2/15/26			161		170,200
5.20%, 9/01/20			55		56,754
Hess Corp. 4.30%, 4/01/27			109		113,005
Kinder Morgan, Inc./DE 3.15%, 1/15/23			150		152,563
Marathon Oil Corp. 3.85%, 6/01/25			19		19,695
6.80%, 3/15/32			100		124,931
Noble Energy, Inc. 3.85%, 1/15/28			30		30,593
3.90%, 11/15/24			107		111,587
4.15%, 12/15/21			40		41,271
ONEOK, Inc. 4.35%, 3/15/29			57		60,924

4

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24	U.S.$		137	$	139,639
Sabine Pass Liquefaction LLC 5.00%, 3/15/27			80		87,751
5.625%, 3/01/25			161		180,214
TransCanada PipeLines Ltd. 9.875%, 1/01/21			108		119,436
Western Midstream Operating LP 4.50%, 3/01/28			30		29,905
4.75%, 8/15/28			20		20,327
Williams Cos., Inc. (The) 4.125%, 11/15/20			97		98,703
					1,866,978
SERVICES–0.6%
Expedia Group, Inc. 3.80%, 2/15/28			94		95,655
S&P Global, Inc. 4.40%, 2/15/26			127		140,190
Total System Services, Inc. 4.00%, 6/01/23			43		44,991
					280,836
TECHNOLOGY–1.3%
Broadcom Corp./Broadcom Cayman Finance Ltd. 3.625%, 1/15/24			28		28,252
3.875%, 1/15/27			62		60,741
Broadcom, Inc. 3.625%, 10/15/24(b)			35		35,183
4.25%, 4/15/26(b)			35		35,517
Dell International LLC/EMC Corp. 6.02%, 6/15/26(b)			78		85,894
KLA-Tencor Corp. 4.65%, 11/01/24			134		146,723
Lam Research Corp. 2.80%, 6/15/21			39		39,301
Seagate HDD Cayman 4.75%, 1/01/25			75		75,649
Western Digital Corp. 4.75%, 2/15/26			98		96,239
					603,499
					5,763,960
UTILITY–0.8%
ELECTRIC–0.8%
Enel Chile SA 4.875%, 6/12/28			68		74,290
Exelon Generation Co. LLC 2.95%, 1/15/20			81		81,109
Israel Electric Corp., Ltd. Series 6 5.00%, 11/12/24(b)			200		216,378
					371,777
Total Corporates–Investment Grade (cost $11,790,610)					12,361,143
MORTGAGE PASS-THROUGHS–17.2%
AGENCY FIXED RATE 15-YEAR–2.3%
Federal National Mortgage Association Series 2016 2.50%, 7/01/31–1/01/32		U.S.$	1,061	$	1,070,116
AGENCY FIXED RATE 30-YEAR–14.9%
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 1/01/35			67		75,129
Series 2007 5.50%, 7/01/35			20		22,021
Series 2016 4.00%, 2/01/46			205		216,454
Series 2017 4.00%, 7/01/44			165		174,048
Series 2018
4.00%, 11/01/48–12/01/48			213		223,362
4.50%, 10/01/48–11/01/48			417		443,932
5.00%, 11/01/48			109		117,730
Federal National Mortgage Association Series 2003 5.50%, 4/01/33–7/01/33			62		68,561
Series 2004 5.50%, 4/01/34–11/01/34			55		61,611
Series 2005 5.50%, 2/01/35			65		72,145
Series 2010 4.00%, 12/01/40			99		104,044
Series 2013 4.00%, 10/01/43			386		407,747
Series 2017 3.50%, 9/01/47			330		339,497
Series 2018 3.50%, 2/01/48–5/01/48			2,947		3,048,120
4.00%, 8/01/48–12/01/48			467		490,473
4.50%, 9/01/48			375		399,258
Series 2019 4.00%, 6/01/49			230		241,790
4.00%, 7/01/49, TBA			155		160,195
Government National Mortgage Association Series 1994 9.00%, 9/15/24			1		992
Series 2016 3.00%, 4/20/46			238		243,650
					6,910,759
Total Mortgage Pass-Throughs (cost $7,762,184)					7,980,875

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES–12.0%
NON-AGENCY FIXED RATE CMBS–9.7%
CCUBS Commercial Mortgage Trust Series 2017-C1, Class A4 3.544%, 11/15/50		U.S.$	155	$	163,898
CFCRE Commercial Mortgage Trust Series 2016-C4, Class A4 3.283%, 5/10/58			115		118,908
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 1.00%, 3/13/35(b)			260		270,948
Citigroup Commercial Mortgage Trust Series 2015-GC27, Class A5 3.137%, 2/10/48			144		148,714
Series 2015-GC35, Class A4 3.818%, 11/10/48			55		59,020
Series 2016-C1, Class A4 3.209%, 5/10/49			192		199,296
Series 2016-GC36, Class A5 3.616%, 2/10/49			65		69,073
Commercial Mortgage Trust Series 2013-SFS, Class A1 1.873%, 4/12/35(b)			55		54,850
Series 2014-UBS3, Class A4 3.819%, 6/10/47			130		138,166
Series 2014-UBS5, Class A4 3.838%, 9/10/47			130		138,581
Series 2015-CR24, Class A5 3.696%, 8/10/48			65		69,280
Series 2015-DC1, Class A5 3.35%, 2/10/48			80		83,241
CSAIL Commercial Mortgage Trust Series 2015-C2, Class A4 3.504%, 6/15/57			100		104,617
Series 2015-C3, Class A4 3.718%, 8/15/48			117		123,308
Series 2015-C4, Class A4 3.808%, 11/15/48			215		229,311
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(b)			218		217,412
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(b)			136		139,563
Series 2015-GC28, Class A5 3.396%, 2/10/48		U.S.$	95	$	99,435
Series 2018-GS9, Class A4 3.992%, 3/10/51			75		81,933
JP Morgan Chase Commercial Mortgage Securities Trust Series 2012-C6, Class D 5.32%, 5/15/45(d)			110		111,533
Series 2012-C6, Class E 5.32%, 5/15/45(b)(d)			132		125,172
JPMBB Commercial Mortgage Securities Trust Series 2014-C21, Class A5 3.775%, 8/15/47			100		105,780
Series 2014-C22, Class XA 1.01%, 9/15/47(e)			2,723		97,242
Series 2015-C30, Class A5 3.822%, 7/15/48			65		69,468
Series 2015-C31, Class A3 3.801%, 8/15/48			195		208,729
LB-UBS Commercial Mortgage Trust Series 2006-C6, Class AJ 5.452%, 9/15/39(d)			25		17,498
LSTAR Commercial Mortgage Trust Series 2016-4, Class A2 2.579%, 3/10/49(b)			159		159,113
Morgan Stanley Capital I Trust Series 2016-UB12, Class A4 3.596%, 12/15/49			100		106,125
UBS Commercial Mortgage Trust Series 2018-C10, Class A4 1.00%, 5/15/51			125		139,560
Series 2018-C8, Class A4 3.983%, 2/15/51			100		109,041
Series 2018-C9, Class A4 4.117%, 3/15/51			125		137,555
UBS-Barclays Commercial Mortgage Trust Series 2012-C4, Class A5 2.85%, 12/10/45			112		114,057
Wells Fargo Commercial Mortgage Trust Series 2016-C35, Class XA 2.125%, 7/15/48(e)			967		101,613
Series 2016-LC25, Class C 4.567%, 12/15/59(d)			85		88,483
Series 2016-NXS6, Class C 4.456%, 11/15/49(d)			100		105,674
WF-RBS Commercial Mortgage Trust Series 2013-C11, Class XA 1.346%, 3/15/45(b)(e)			1,283		46,589

6

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Series 2014-C19, Class A5 4.101%, 3/15/47		U.S.$	130	$	139,458
					4,492,244
NON-AGENCY FLOATING RATE CMBS–2.3%
Ashford Hospitality Trust Series 2018-KEYS, Class A 3.394% (LIBOR 1 Month + 1.00%), 5/15/35(b)(c)			100		100,063
Atrium Hotel Portfolio Trust Series 2018-ATRM, Class A 3.344% (LIBOR 1 Month + 0.95%), 6/15/35(b)(c)			100		99,909
BAMLL Commercial Mortgage Securities Trust Series 2017-SCH, Class AF 3.394% (LIBOR 1 Month + 1.00%), 11/15/33(b)(c)(d)			185		184,858
BHMS Series 2018-ATLS, Class A 3.644% (LIBOR 1 Month + 1.25%), 7/15/35(b)(c)			100		100,033
BX Trust Series 2018-EXCL, Class A 3.482% (LIBOR 1 Month + 1.09%), 9/15/37(b)(c)			86		85,905
DBWF Mortgage Trust Series 2018-GLKS, Class A 3.42% (LIBOR 1 Month + 1.03%), 11/19/35(b)(c)			100		100,213
Great Wolf Trust Series 2017-WOLF, Class A 3.244% (LIBOR 1 Month + 0.85%), 9/15/34(b)(c)			93		93,001
GS Mortgage Securities Corp Trust Series 2019-BOCA, Class A 3.65% (LIBOR 1 Month + 1.20%), 6/15/38(b)(c)			115		115,075
Starwood Retail Property Trust Series 2014-STAR, Class A 3.614% (LIBOR 1 Month + 1.22%), 11/15/27(b)(c)			175		174,782
					1,053,839
Total Commercial Mortgage-Backed Securities (cost $5,470,720)					5,546,083
GOVERNMENTS– TREASURIES–11.9%
PERU–0.7%
Peru Government Bond 5.94%, 2/12/29(b)		PEN	1,048	$	346,908
SPAIN–0.8%
Spain Government Bond 1.40%, 7/30/28(b)		EUR	300		374,169
UNITED STATES–10.4%
U.S. Treasury Bonds 2.25%, 8/15/46		U.S.$	133		125,643
2.50%, 2/15/45–5/15/46			363		361,015
3.00%, 11/15/45–2/15/49			1,873		2,050,026
3.125%, 5/15/48			137		153,740
3.375%, 11/15/48			871		1,025,212
4.50%, 2/15/36			189		249,303
U.S. Treasury Notes 2.25%, 4/30/24			255		260,777
2.375%, 5/15/29			66		68,207
2.625%, 2/15/29			484		510,469
					4,804,392
Total Governments–Treasuries (cost $5,375,595)					5,525,469
COLLATERALIZED MORTGAGE OBLIGATIONS–8.7%
RISK SHARE FLOATING RATE–6.3%
Bellemeade Re Ltd. Series 2017-1, Class M1 4.104% (LIBOR 1 Month + 1.70%), 10/25/27(b)(c)			80		80,791
Series 2018-2A, Class M1B 3.754% (LIBOR 1 Month + 1.35%), 8/25/28(b)(c)			150		150,317
Series 2018-3A, Class M1B 4.254% (LIBOR 1 Month + 1.85%), 10/25/27(b)(c)			150		150,225
Connecticut Avenue Securities Trust Series 2018-R07, Class 1M2 4.804% (LIBOR 1 Month + 2.40%), 4/25/31(b)(c)			53		53,841
Series 2019-R02, Class 1M2 4.704% (LIBOR 1 Month + 2.30%), 8/25/31(b)(c)			70		70,683
Series 2019-R03, Class 1M2 4.554% (LIBOR 1 Month + 2.15%), 9/25/31(b)(c)			110		110,606
Eagle RE Ltd. Series 2018-1, Class M1 4.104% (LIBOR 1 Month + 1.70%), 11/25/28(b)(c)			150		150,000

7

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Federal Home Loan Mortgage Corp. Series 2019-HQA1, Class M2 4.754% (LIBOR 1 Month + 2.35%), 2/25/49(b)(c)		U.S.$	90	$	90,997
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2015-HQA1, Class M2 5.054% (LIBOR 1 Month + 2.65%), 3/25/28(c)			54		54,875
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M2 5.404% (LIBOR 1 Month + 3.00%), 7/25/24(c)			41		43,342
Series 2014-C04, Class 2M2 7.404% (LIBOR 1 Month + 5.00%), 11/25/24(c)			38		41,501
Series 2015-C01, Class 1M2 6.704% (LIBOR 1 Month + 4.30%), 2/25/25(c)			55		58,903
Series 2015-C01, Class 2M2 6.954% (LIBOR 1 Month + 4.55%), 2/25/25(c)			42		43,982
Series 2015-C02, Class 1M2 6.404% (LIBOR 1 Month + 4.00%), 5/25/25(c)			70		74,108
Series 2015-C02, Class 2M2 6.404% (LIBOR 1 Month + 4.00%), 5/25/25(c)			71		74,637
Series 2015-C03, Class 1M2 7.404% (LIBOR 1 Month + 5.00%), 7/25/25(c)			86		94,415
Series 2015-C03, Class 2M2 7.404% (LIBOR 1 Month + 5.00%), 7/25/25(c)			66		70,074
Series 2015-C04, Class 1M2 8.104% (LIBOR 1 Month + 5.70%), 4/25/28(c)			108		119,380
Series 2015-C04, Class 2M2 7.954% (LIBOR 1 Month + 5.55%), 4/25/28(c)			92		100,353
Series 2016-C01, Class 1M2 9.154% (LIBOR 1 Month + 6.75%), 8/25/28(c)			150		169,660
Series 2016-C01, Class 2M2 9.354% (LIBOR 1 Month + 6.95%), 8/25/28(c)		U.S.$	77	$	87,223
Series 2016-C02, Class 1M2 8.404% (LIBOR 1 Month + 6.00%), 9/25/28(c)			123		136,252
Series 2016-C03, Class 2M2 8.304% (LIBOR 1 Month + 5.90%), 10/25/28(c)			156		171,244
Series 2016-C05, Class 2M2 6.854% (LIBOR 1 Month + 4.45%), 1/25/29(c)			104		111,263
Series 2017-C04, Class 2M2 5.254% (LIBOR 1 Month + 2.85%), 11/25/29(c)			45		46,366
Series 2019-R04, Class 2M2 4.504% (LIBOR 1 Month + 2.10%), 6/25/39(b)(c)			115		115,302
Home Re Ltd. Series 2018-1, Class M1 4.03% (LIBOR 1 Month + 1.60%), 10/25/28(b)(c)			150		149,959
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 4.429% (LIBOR 1 Month + 2.00%), 3/27/24(c)(f)			98		98,399
Series 2019-2R, Class A 5.162% (LIBOR 1 Month + 2.75%), 5/27/23(c)(f)			115		114,809
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 1M2 7.654% (LIBOR 1 Month + 5.25%), 11/25/25(c)(f)			41		45,698
Series 2015-WF1, Class 2M2 7.904% (LIBOR 1 Month + 5.50%), 11/25/25(c)(f)			20		22,565
					2,901,770
AGENCY FLOATING RATE–1.3%
Federal National Mortgage Association REMICs Series 2011-131, Class ST 4.136% (6.54%–LIBOR 1 Month), 12/25/41(c)(g)			150		31,614
Series 2012-70, Class SA 4.146% (6.55%–LIBOR 1 Month), 7/25/42(c)(g)			275		61,911
Series 2015-90, Class SL 3.746% (6.15%–LIBOR 1 Month), 12/25/45(c)(g)			297		58,764

8

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Series 2016-77, Class DS 3.51% (6.00%–LIBOR 1 Month), 10/25/46(c)(g)		U.S.$	300	$	54,581
Series 2017-16, Class SG 3.646% (6.05%–LIBOR 1 Month), 3/25/47(c)(g)			304		56,923
Series 2017-26, Class TS 3.46% (5.95%–LIBOR 1 Month), 4/25/47(c)(g)			285		56,697
Series 2017-62, Class AS 3.746% (6.15%–LIBOR 1 Month), 8/25/47(c)(g)			302		54,004
Series 2017-81, Class SA 3.796% (6.20%–LIBOR 1 Month), 10/25/47(c)(g)			295		58,897
Series 2017-97, Class LS 3.796% (6.20%–LIBOR 1 Month), 12/25/47(c)(g)			299		65,227
Government National Mortgage Association Series 2017-134, Class SE 3.817% (6.20%–LIBOR 1 Month), 9/20/47(c)(g)			257		42,167
Series 2017-65, Class ST 3.767% (6.15%–LIBOR 1 Month), 4/20/47(c)(g)			284		57,154
					597,939
NON-AGENCY FIXED RATE–0.8%
Alternative Loan Trust Series 2005-20CB, Class 3A6 5.50%, 7/25/35			16		15,316
Series 2006-24CB, Class A16 5.75%, 8/01/36			64		52,788
Series 2006-28CB, Class A14 6.25%, 10/25/36			47		37,654
Series 2006-J1, Class 1A13 5.50%, 2/25/36			35		31,519
Chase Mortgage Finance Trust Series 2007-S5, Class 1A17 6.00%, 7/25/37			22		16,729
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 4.457%, 5/25/35			32		32,772
Countrywide Home Loan Mortgage Pass-Through Trust Series 2006-10, Class 1A8 6.00%, 5/25/36			34		27,019
Series 2006-13, Class 1A19 6.25%, 9/25/36			17		13,167
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36		U.S.$	51	$	40,452
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 4.303%, 7/25/36			110		97,471
Wells Fargo Mortgage Backed Securities Trust Series 2007-8, Class 2A5 5.75%, 7/25/37			13		12,855
					377,742
NON-AGENCY FLOATING RATE–0.2%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 2.594% (LIBOR 1 Month + 0.19%), 12/25/36(c)			126		69,327
HomeBanc Mortgage Trust Series 2005-1, Class A1 2.654% (LIBOR 1 Month + 0.25%), 3/25/35(c)			38		33,417
					102,744
AGENCY FIXED RATE–0.1%
Federal National Mortgage Association Grantor Trust Series 2004-T5, Class AB4 3.318%, 5/28/35(d)			50		48,162
Total Collateralized Mortgage Obligations (cost $3,917,444)					4,028,357
INFLATION-LINKED SECURITIES–7.7%
JAPAN–1.2%
Japanese Government CPI Linked Bond Series 22 0.10%, 3/10/27		JPY	60,633		586,561
UNITED STATES–6.5%
U.S. Treasury Inflation Index 0.125%, 4/15/21–7/15/26 (TIPS)		U.S.$	2,248		2,235,056
0.375%, 7/15/25 (TIPS)			658		665,177
0.75%, 7/15/28 (TIPS)			92		95,445
					2,995,678
Total Inflation-Linked Securities (cost $3,536,909)					3,582,239
ASSET-BACKED SECURITIES–7.0%
AUTOS–FIXED RATE–3.8%
Avis Budget Rental Car Funding AESOP LLC Series 2016-1A, Class A 2.99%, 6/20/22(b)			100		101,046

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Series 2018-2A, Class A 4.00%, 3/20/25(b)		U.S.$	105	$	111,035
DT Auto Owner Trust Series 2018-1A, Class A 2.59%, 5/17/21(b)			6		5,883
Exeter Automobile Receivables Trust Series 2016-3A, Class D 6.40%, 7/17/23(b)			100		103,354
Series 2017-1A, Class D 6.20%, 11/15/23(b)			100		105,344
Series 2017-3A, Class A 2.05%, 12/15/21(b)			18		18,104
Series 2017-3A, Class C 3.68%, 7/17/23(b)			60		61,032
Flagship Credit Auto Trust Series 2016-4, Class D 3.89%, 11/15/22(b)			125		127,019
Series 2017-3, Class A 1.88%, 10/15/21(b)			20		20,426
Series 2018-3, Class B 3.59%, 12/16/24(b)			75		76,500
Ford Credit Auto Owner Trust Series 2014-2, Class A 2.31%, 4/15/26(b)			257		256,814
Ford Credit Floorplan Master Owner Trust Series 2015-2, Class A1 1.98%, 1/15/22			198		197,623
Series 2017-1, Class A1 2.07%, 5/15/22			115		114,835
Hertz Vehicle Financing II LP Series 2015-1A, Class B 3.52%, 3/25/21(b)			115		115,633
Series 2017-1A, Class A 2.96%, 10/25/21(b)			125		125,631
Series 2019-1A, Class A 3.71%, 3/25/23(b)			100		102,690
Hertz Vehicle Financing LLC Series 2018-2A, Class A 3.65%, 6/27/22(b)			125		127,805
					1,770,774
OTHER ABS–FIXED RATE–2.2%
CLUB Credit Trust Series 2017-P2, Class A 2.61%, 1/15/24(b)(d)			21		20,493
Consumer Loan Underlying Bond Credit Trust Series 2017-P1, Class B 3.56%, 9/15/23(b)(d)			73		73,272
Series 2018-P1, Class A 3.39%, 7/15/25(b)(d)			46		46,002
Marlette Funding Trust Series 2017-3A, Class A 2.36%, 12/15/24(b)(d)			7		6,752
Series 2017-3A, Class B 3.01%, 12/15/24(b)(d)			100		100,088
Series 2018-3A, Class A 3.20%, 9/15/28(b)(d)			59		59,091
Series 2018-4A, Class A 3.71%, 12/15/28(b)(d)		U.S.$	42	$	42,862
Series 2019-3A, Class A 2.69%, 9/17/29(b)(d)			100		99,992
SBA Tower Trust Series 2015-1A,Class C 3.156%, 10/08/20(b)(d)			147		147,229
SoFi Consumer Loan Program LLC Series 2016-2, Class A 3.09%, 10/27/25(b)(d)			20		20,357
Series 2016-3, Class A 3.05%, 12/26/25(b)(d)			25		25,133
Series 2017-1, Class A 3.28%, 1/26/26(b)(d)			26		26,253
Series 2017-2, Class A 3.28%, 2/25/26(b)(d)			32		31,920
Series 2017-3, Class A 2.77%, 5/25/26(b)(d)			38		38,367
Series 2017-4, Class B 3.59%, 5/26/26(b)(d)			130		131,908
Series 2017-5, Class A2 2.78%, 9/25/26(b)(d)			110		110,254
SoFi Consumer Loan Program Trust Series 2018-1, Class A1 2.55%, 2/25/27(b)(d)			24		23,932
					1,003,905
CREDIT CARDS–FIXED RATE–0.8%
World Financial Network Credit Card Master Trust Series 2017-B, Class A 1.98%, 6/15/23			110		109,915
Series 2018-A, Class A 3.07%, 12/16/24			130		131,393
Series 2018-B, Class M 3.81%, 7/15/25			70		71,880
Series 2019-B, Class M 3.04%, 4/15/26			80		79,998
					393,186
HOME EQUITY LOANS–FIXED RATE–0.1%
Credit-Based Asset Servicing & Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33(d)			46		47,056
HOME EQUITY LOANS–FLOATING RATE–0.1%
ABFC Trust Series 2003-WF1, Class A2 3.529% (LIBOR 1 Month + 1.13%), 12/25/32(c)(d)			23		23,184
Total Asset-Backed Securities (cost $3,204,157)					3,238,105

10

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
AGENCIES–3.6%
AGENCY DEBENTURES–3.6%
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20 (cost $1,611,087)		U.S.$	1,677	$	1,641,548
CORPORATES–NON-INVESTMENT GRADE–2.4%
FINANCIAL INSTITUTIONS–1.2%
BANKING–1.0%
CIT Group, Inc. 5.25%, 3/07/25			56		61,400
Citigroup, Inc. 5.95%, 1/30/23(a)			55		56,868
Series O 5.875%, 3/27/20(a)			46		46,445
Series Q 5.95%, 8/15/20(a)			90		91,886
Goldman Sachs Group, Inc. (The) Series L 6.429% (LIBOR 3 Month + 3.88%), 7/29/19(a)(c)			17		17,008
Series M 5.375%, 5/10/20(a)			45		45,179
Series P 1.00%, 11/10/22(a)			31		29,740
Morgan Stanley Series J 5.55%, 7/15/20(a)			20		20,215
Standard Chartered PLC 4.093% (LIBOR 3 Month + 1.51%), 1/30/27(a)(b)(c)			100		84,009
					452,750
FINANCE–0.2%
Navient Corp. 6.625%, 7/26/21			95		101,065
					553,815
INDUSTRIAL–1.1%
CAPITAL GOODS–0.1%
TransDigm, Inc. 6.25%, 3/15/26(b)			50		52,389
COMMUNICATIONS–MEDIA–0.1%
CSC Holdings LLC 6.75%, 11/15/21			30		32,138
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Panther BF Aggregator 2 LP/Panther Finance Co., Inc. 6.25%, 5/15/26(b)			20		20,784
CONSUMER NON-CYCLICAL–0.4%
First Quality Finance Co., Inc. 4.625%, 5/15/21(b)		U.S.$	85	$	84,962
Spectrum Brands, Inc. 5.75%, 7/15/25			69		71,695
					156,657
ENERGY–0.2%
Sunoco LP/Sunoco Finance Corp. 4.875%, 1/15/23			69		70,606
Transocean Poseidon Ltd. 6.875%, 2/01/27(b)			33		34,903
					105,509
TECHNOLOGY–0.1%
CommScope, Inc. 5.50%, 3/01/24(b)			26		26,680
6.00%, 3/01/26(b)			30		30,759
					57,439
TRANSPORTATION–SERVICES–0.1%
XPO Logistics, Inc. 6.75%, 8/15/24(b)			55		58,636
					483,552
UTILITY–0.1%
ELECTRIC–0.1%
AES Corp./VA 4.00%, 3/15/21			49		49,873
Total Corporates–Non-Investment Grade (cost $1,073,704)					1,087,240
LOCAL GOVERNMENTS–US MUNICIPAL BONDS–0.7%
CALIFORNIA–0.7%
State of California Series 2010 7.625%, 3/01/40 (cost $202,988)			200		315,588
	Shares
PREFERRED STOCKS–0.2%
FINANCIAL INSTITUTIONS–0.2%
REITS–0.2%
Sovereign Real Estate Investment Trust 12.00%(b) (cost $87,659)			93		100,905

11

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
EMERGING MARKETS–CORPORATE BONDS–0.1%
UTILITY–0.1%
ELECTRIC–0.1%
Genneia SA 8.75%, 1/20/22(b)		U.S.$	35	$	31,948
Terraform Global Operating LLC 6.125%, 3/01/26(f)			21		21,069
Total Emerging Markets–Corporate Bonds (cost $58,003)					53,017
QUASI-SOVEREIGNS–0.1%
QUASI-SOVEREIGN BONDS–0.1%
MEXICO–0.1%
Petroleos Mexicanos 6.75%, 9/21/47 (cost $43,835)			50		44,353
SHORT-TERM INVESTMENTS–3.5%
GOVERNMENTS– TREASURIES–2.2%
JAPAN–2.2%
Japan Treasury Discount Bill Series 822 Zero Coupon, 7/01/19 (cost $1,000,318)		JPY	110,000		1,020,266
INVESTMENT COMPANIES–1.3%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(h)(i)(j) (cost $600,401)			600,401	$	600,401
Total Short-Term Investments (cost $1,600,719)					1,620,667
TOTAL INVESTMENTS–101.8% (cost $45,735,614)					47,125,589
Other assets less liabilities–(1.8)%					(850,414	)
NET ASSETS–100.0%				$	46,275,175

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. 10 Yr Ultra Futures		3		September 2019	$	414,375	$	1,808
U.S. T-Note 2 Yr (CBT) Futures		22		September 2019		4,733,953		23,424
U.S. T-Note 5 Yr (CBT) Futures		3		September 2019		354,470		348
Sold Contracts
10 Yr Mini Japan Government Bond Futures		5		September 2019		713,723		(1,690	)
U.S. T-Note 10 Yr (CBT) Futures		1		September 2019		127,969		(1,392	)
							$	22,498

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		INR	6,241		USD	89		7/16/19	$	(1,157	)
Barclays Bank PLC		USD	7		INR	508		7/16/19		179
Citibank, NA		USD	141		INR	9,930		7/16/19		2,581

12

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA		JPY	178,647		USD	1,639		7/29/19	$	(21,546	)
Goldman Sachs Bank USA		INR	7,936		USD	113		7/16/19		(1,842	)
HSBC Bank USA		USD	23		INR	1,620		7/16/19		417
HSBC Bank USA		USD	45		CNY	310		8/09/19		431
JPMorgan Chase Bank, NA		BRL	269		USD	70		7/02/19		154
JPMorgan Chase Bank, NA		USD	70		BRL	269		7/02/19		(142	)
JPMorgan Chase Bank, NA		USD	70		BRL	269		8/02/19		(154	)
Morgan Stanley & Co., Inc.		EUR	62		USD	70		7/10/19		(975	)
Morgan Stanley & Co., Inc.		PEN	1,493		USD	449		7/12/19		(4,130	)
Morgan Stanley & Co., Inc.		USD	94		PEN	313		7/12/19		441
Standard Chartered Bank		BRL	269		USD	70		7/02/19		142
Standard Chartered Bank		USD	70		BRL	269		7/02/19		(186	)
Standard Chartered Bank		USD	143		INR	10,121		7/16/19		3,292
Standard Chartered Bank		USD	94		TWD	2,900		9/11/19		(224	)
State Street Bank & Trust Co.		EUR	884		USD	994		7/10/19		(11,271	)
State Street Bank & Trust Co.		USD	493		EUR	435		7/10/19		1,686
State Street Bank & Trust Co.		PLN	426		USD	111		7/11/19		(3,281	)
State Street Bank & Trust Co.		USD	92		HUF	26,100		7/11/19		(230	)
State Street Bank & Trust Co.		USD	321		PLN	1,218		7/11/19		5,069
State Street Bank & Trust Co.		CAD	267		USD	199		7/24/19		(5,426	)
State Street Bank & Trust Co.		USD	96		CAD	127		7/24/19		1,762
State Street Bank & Trust Co.		USD	33		JPY	3,520		7/29/19		(202	)
State Street Bank & Trust Co.		CNY	310		USD	45		8/09/19		(51	)
State Street Bank & Trust Co.		GBP	81		USD	104		8/28/19		58
State Street Bank & Trust Co.		MXN	2,187		USD	109		8/29/19		(3,532	)
State Street Bank & Trust Co.		USD	110		MXN	2,220		8/29/19		4,208
State Street Bank & Trust Co.		NZD	135		USD	89		9/09/19		(1,440	)
State Street Bank & Trust Co.		USD	24		NOK	203		9/20/19		(54	)
									$	(35,423	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Description	Fixed Rate (Pay) Receive		Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
CDX-NAIG Series 32, 5 Year Index, 6/20/24*		(1.00)%		Quarterly		0.55	%		USD	760	$	(16,452	)	$	(13,818	)	$	(2,634	)

* Termination date

13

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
NOK	44,100		6/22/20	6 Month NIBOR	1.378%	Semi-Annual/ Annual	$	(22,339	)	$	–0	–	$	(22,339	)
USD	810		3/05/21	2.631%	3 Month LIBOR	Semi-Annual/Quarterly		(15,777	)		–0	–		(15,777	)
NOK	29,130		4/23/21	6 Month NIBOR	1.780%	Semi-Annual/ Annual		1,915			–0	–		1,915
CAD	1,780		5/22/21	3 Month CDOR	1.998%	Semi-Annual/ Semi-Annual		5,187			1			5,186
SEK	13,240		6/04/21	3 Month STIBOR	0.023%	Quarterly/Annual		3,087			–0	–		3,087
USD	319		6/04/21	2.033%	3 Month LIBOR	Semi-Annual/Quarterly		(1,156	)		–0	–		(1,156	)
SEK	24,630		6/07/21	3 Month STIBOR	-0.005%	Quarterly/Annual		4,132			–0	–		4,132
USD	780		9/10/23	3 Month LIBOR	2.896%	Quarterly/Semi-Annual		42,385			–0	–		42,385
NOK	4,780		8/31/28	2.186%	6 Month NIBOR	Annual/ Semi-Annual		(25,533	)		–0	–		(25,533	)
GBP	285		3/01/29	1.515%	6 Month LIBOR	Semi-Annual/ Semi-Annual		(16,827	)		–0	–		(16,827	)
GBP	125		3/01/29	1.501%	6 Month LIBOR	Semi-Annual/ Semi-Annual		(7,170	)		–0	–		(7,170	)
JPY	19,000		1/08/49	0.673%	6 Month LIBOR	Semi-Annual/ Semi-Annual		(15,195	)		–0	–		(15,195	)
JPY	19,000		1/08/49	6 Month LIBOR	0.673%	Semi-Annual/ Semi-Annual		15,193			13,652			1,541
USD	30		7/01/49	2.247%	3 Month LIBOR	Semi-Annual/Quarterly		(92	)		–0	–		(92	)
							$	(32,190	)	$	13,653		$	(45,843	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citigroup Global Markets, Inc.
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)%		Monthly		0.33	%		USD	3	$	(31	)	$	37	$	(68	)
CDX-CMBX.NA.BBB- Series 9, 9/17/58*		(3.00	)		Monthly		3.62			USD	131		4,282			9,313		(5,031	)
CDX-CMBX.NA.BBB- Series 9, 9/17/58*		(3.00	)		Monthly		3.62			USD	107		3,497			8,150		(4,653	)
CDX-CMBX.NA.BBB- Series 9, 9/17/58*		(3.00	)		Monthly		3.62			USD	107		3,497			7,872		(4,375	)
CDX-CMBX.NA.BBB- Series 9, 9/17/58*		(3.00	)		Monthly		3.62			USD	55		1,797			4,449		(2,652	)
Credit Suisse International
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	330		(3,389	)		4,039		(7,428	)
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	4		(41	)		36		(77	)

14

AB Variable Products Series Fund

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts (continued)
Deutsche Bank AG
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)%		Monthly		0.33	%		USD	408	$	(4,190	)	$	4,224		$	(8,414	)
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	122		(1,253	)		1,252			(2,505	)
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	42		(432	)		554			(986	)
Goldman Sachs International
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	46		(472	)		602			(1,074	)
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	27		(278	)		250			(528	)
CDX-CMBX.NA.BBB- Series 9, 9/17/58*		(3.00	)		Monthly		3.62			USD	270		8,802			17,065			(8,263	)
Morgan Stanley Capital Services LLC
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	99		(1,017	)		1,261			(2,278	)
CDX-CMBX.NA.AAA Series 9, 9/17/58*		(0.50	)		Monthly		0.33			USD	50		(513	)		637			(1,150	)
Sale Contracts
Citigroup Global Markets, Inc.
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	5		(500	)		(651	)		151
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	29		(2,900	)		(3,155	)		255
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	14		(1,401	)		(1,707	)		306
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	5		(499	)		(814	)		315
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	37		(3,700	)		(4,283	)		583
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	22		(2,199	)		(2,822	)		623
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	78		(7,799	)		(8,497	)		698
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	91		(9,098	)		(9,862	)		764
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	73		(7,299	)		(8,101	)		802
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	54		(5,399	)		(6,251	)		852
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	73		(7,298	)		(8,263	)		965
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	47		(4,704	)		(5,731	)		1,027
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	32		(3,199	)		(4,291	)		1,092
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	44		(4,400	)		(5,645	)		1,245
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	107		(10,698	)		(12,112	)		1,414
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	44		(4,399	)		(5,830	)		1,431
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	31		(3,097	)		(4,812	)		1,715
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	62		(6,199	)		(7,954	)		1,755
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	60		(5,999	)		(8,237	)		2,238
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	52		(5,195	)		(7,836	)		2,641
Credit Suisse International
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	318		(31,814	)		(13,154	)		(18,660	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	350		(34,994	)		(20,480	)		(14,514	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	94		(9,398	)		(6,148	)		(3,250	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	28		(2,799	)		(1,957	)		(842	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	56		(5,594	)		(8,400	)		2,806
Deutsche Bank AG
CDX-CMBX.NA.A Series 6, 5/11/63*		2.00			Monthly		1.98			USD	135		213			(2,670	)		2,883
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	132		(13,198	)		(9,354	)		(3,844	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	85		(8,498	)		(7,069	)		(1,429	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(464	)		(336	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(948	)		148
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	27		(2,699	)		(3,121	)		422
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	28		(2,799	)		(3,238	)		439
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	84		(8,399	)		(9,150	)		751
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	51		(5,099	)		(6,498	)		1,399

15

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at June 30, 2019			Notional Amount (000)			Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts (continued)
Goldman Sachs International
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00	%		Monthly		6.63	%		USD	246	$	(24,596	)	$	(12,164	)	$	(12,432	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	49		(4,899	)		(4,281	)		(618	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(738	)		(62	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	4		(399	)		(362	)		(37	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	8		(800	)		(799	)		(1	)
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	16		(1,599	)		(1,746	)		147
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	4		(399	)		(614	)		215
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	14		(1,399	)		(1,815	)		416
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	57		(5,699	)		(6,140	)		441
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	41		(4,100	)		(5,642	)		1,542
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	28		(2,797	)		(4,627	)		1,830
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	34		(3,396	)		(5,284	)		1,888
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	39		(3,896	)		(6,538	)		2,642
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	92		(9,199	)		(12,333	)		3,134
JP Morgan Securities, LLC
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	9		(899	)		(1,161	)		262
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	18		(1,799	)		(2,252	)		453
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	51		(5,108	)		(6,324	)		1,216
Morgan Stanley Capital Services LLC
CDX-CMBX.NA.BBB- Series 6, 5/11/63*		3.00			Monthly		6.63			USD	35		(3,499	)		(2,495	)		(1,004	)
												$	(287,684	)	$	(225,079	)	$	(62,605	)

* Termination date

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

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2019, the aggregate market value of these securities amounted to $9,001,619 or 19.5% of net assets.

(c) Floating Rate Security. Stated interest/floor/ceiling rate was in effect at June 30, 2019.

(d) Security in which significant unobservable inputs (Level 3) were used in determining fair value.

(e) IO—Interest Only.

(f) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.66% of net assets as of June 30, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
PMT Credit Risk Transfer Trust Series 2019-1R, Class A 4.429%, 3/27/24		3/21/19	$	98,312	$	98,399		0.21	%
PMT Credit Risk Transfer Trust Series 2019-2R, Class A 5.162%, 5/27/23		6/07/19		114,621		114,809		0.25	%
Terraform Global Operating LLC 6.125%, 3/01/26		2/08/18		21,000		21,069		0.05	%
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 1M2 7.654%, 11/25/25		9/28/15		40,527		45,698		0.1	%

16

AB Variable Products Series Fund

144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Wells Fargo Credit Risk Transfer Securities Trust Series 2015-WF1, Class 2M2 7.904%, 11/25/25		9/28/15	$	19,486	$	22,565		0.05	%

(g) Inverse interest only security.

(h) Affiliated investments.

(i) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(j) The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

BRL—Brazilian Real

CAD—Canadian Dollar

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HUF—Hungarian Forint

INR—Indian Rupee

JPY—Japanese Yen

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

PEN—Peruvian Sol

PLN—Polish Zloty

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

CBT—Chicago Board of Trade

CDOR—Canadian Dealer Offered Rate

CDX-CMBX.NA—North American Commercial Mortgage-Backed Index

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

CMBS—Commercial Mortgage-Backed Securities

CPI—Consumer Price Index

LIBOR—London Interbank Offered Rates

NIBOR—Norwegian Interbank Offered Rate

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

STIBOR—Stockholm Interbank Offered Rate

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $45,135,213)	$	46,525,188
Affiliated issuers (cost $600,401)		600,401
Cash		7,050
Cash collateral due from broker		65,251
Foreign currencies, at value (cost $12,030)		14,150
Interest receivable		257,383
Receivable for investment securities sold		216,664
Market value on credit default swaps (net premiums paid $44,179)		22,088
Unrealized appreciation on forward currency exchange contracts		20,420
Receivable for capital stock sold		2,977
Affiliated dividends receivable		1,280
Receivable for variation margin on centrally cleared swaps		533
Total assets		47,733,385
LIABILITIES
Payable for investment securities purchased		713,485
Market value on credit default swaps (net premiums received $269,258)		309,772
Payable for terminated credit default swaps		210,000
Unrealized depreciation on forward currency exchange contracts		55,843
Administrative fee payable		34,745
Advisory fee payable		15,865
Payable for capital stock redeemed		15,338
Directors’ fees payable		6,505
Payable for variation margin on futures		4,348
Distribution fee payable		2,341
Transfer Agent fee payable		58
Payable for newly entered centrally cleared interest rate swaps		14,201
Accrued expenses and other liabilities		75,709
Total liabilities		1,458,210
NET ASSETS	$	46,275,175
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,291
Additional paid-in capital		43,501,811
Distributable earnings		2,769,073
	$	46,275,175

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	34,030,619		3,145,664	$	10.82
B	$	12,244,556		1,145,318	$	10.69

See notes to financial statements.

18

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Interest	$	875,297
Dividends
Affiliated issuers		7,145
Unaffiliated issuers		6,994
		889,436
EXPENSES
Advisory fee (see Note B)		101,327
Distribution fee—Class B		14,822
Transfer agency—Class A		1,476
Transfer agency—Class B		528
Custodian		55,665
Audit and tax		39,981
Administrative		35,517
Legal		13,953
Directors’ fees		12,067
Printing		10,573
Miscellaneous		3,800
Total expenses		289,709
Less: expenses waived and reimbursed by the Adviser (see Note B)		(302	)
Net expenses		289,407
Net investment income		600,029
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		53,382
Forward currency exchange contracts		(18,822	)
Futures		46,039
Swaps		78,945
Foreign currency transactions		(20,638	)
Net change in unrealized appreciation/depreciation of:
Investments		1,881,445
Forward currency exchange contracts		29,174
Futures		(40,251	)
Swaps		12,087
Foreign currency denominated assets and liabilities		(879	)
Net gain on investment and foreign currency transactions		2,020,482
Contributions from Affiliates (see Note B)		355
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,620,866

See notes to financial statements.

19

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	600,029		$	1,040,060
Net realized gain (loss) on investment and foreign currency transactions		138,906			(464,207	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,881,576			(1,067,366	)
Contributions from Affiliates (see Note B)		355			–0	–
Net increase (decrease) in net assets from operations		2,620,866			(491,513	)
Distributions to Shareholders
Class A		–0	–		(921,149	)
Class B		–0	–		(318,391	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,666,295	)		(5,906,625	)
Total increase (decrease)		954,571			(7,637,678	)
NET ASSETS
Beginning of period		45,320,604			52,958,282
End of period	$	46,275,175		$	45,320,604

See notes to financial statements.

20

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Intermediate Bond Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). 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 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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, 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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.

21

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 generally values 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)

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.

22

AB Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates—Investment Grade

$

–0

–

$

12,361,143

$

–0

–

$

12,361,143

Mortgage Pass-Throughs

–0

–

7,980,875

–0

–

7,980,875

Commercial Mortgage-Backed Securities

–0

–

4,912,865

633,218

5,546,083

Governments—Treasuries

–0

–

5,525,469

–0

–

5,525,469

Collateralized Mortgage Obligations

–0

–

3,980,195

48,162

4,028,357

Inflation-Linked Securities

–0

–

3,582,239

–0

–

3,582,239

Asset-Backed Securities

–0

–

2,163,960

1,074,145

3,238,105

Agencies

–0

–

1,641,548

–0

–

1,641,548

Corporates—Non-Investment Grade

–0

–

1,087,240

–0

–

1,087,240

Local Governments—US Municipal Bonds

–0

–

315,588

–0

–

315,588

Preferred Stocks

–0

–

100,905

–0

–

100,905

Emerging Markets—Corporate Bonds

–0

–

53,017

–0

–

53,017

Quasi-Sovereigns

–0

–

44,353

–0

–

44,353

Short-Term Investments:

Governments—Treasuries

–0

–

1,020,266

–0

–

1,020,266

Investment Companies

600,401

–0

–

–0

–

600,401

Total Investments in Securities

600,401

44,769,663

1,755,525

47,125,589

Other Financial Instruments(a):

Assets:

Futures

25,580

–0

–

–0

–

25,580

(b)

Forward Currency Exchange Contracts

–0

–

20,420

–0

–

20,420

Centrally Cleared Interest Rate Swaps

–0

–

71,899

–0

–

71,899

(b)

Credit Default Swaps

–0

–

22,088

–0

–

22,088

Liabilities:

Futures

(3,082

)

–0

–

–0

–

(3,082

)(b)

Forward Currency Exchange Contracts

–0

–

(55,843

)

–0

–

(55,843

)

Centrally Cleared Credit Default Swaps

–0

–

(16,452

)

–0

–

(16,452

)(b)

Centrally Cleared Interest Rate Swaps

–0

–

(104,089

)

–0

–

(104,089

)(b)

Credit Default Swaps

–0

–

(309,772

)

–0

–

(309,772

)

Total

$

622,899

$

44,397,914

$

1,755,525

$

46,776,338

(a) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

(b) Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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

	Commercial Mortgage- Backed Securities			Collateralized Mortgage Obligations			Asset-Backed Securities
Balance as of 12/31/18	$	834,652		$	46,889		$	1,241,405
Accrued discounts/(premiums)		(19	)		–0	–		29
Realized gain (loss)		(313	)		–0	–		67
Change in unrealized appreciation/depreciation		20,475			1,273			11,137
Purchases/Payups		–0	–		–0	–		99,992
Sales/Paydowns		(122,642	)		–0	–		(278,485	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		(98,935	)		–0	–		–0	–
Balance as of 6/30/19	$	633,218		$	48,162		$	1,074,145
Net change in unrealized appreciation/depreciation from investments held as of 6/30/19(a)	$	19,851		$	1,273		$	11,112
	Total
Balance as of 12/31/18	$	2,122,946
Accrued discounts/(premiums)		10
Realized gain (loss)		(246	)
Change in unrealized appreciation/depreciation		32,885
Purchases/Payups		99,992
Sales/Paydowns		(401,127	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		(98,935	)(b)
Balance as of 6/30/19	$	1,755,525
Net change in unrealized appreciation/depreciation from investments held as of 6/30/19(a)	$	32,236

(a) The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

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

As of June 30, 2019, all Level 3 securities were priced by third party vendors.

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, 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,

24

AB Variable Products Series Fund

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 .45% of the first $2.5 billion, .40% of the next $2.5 billion up to $5 billion, .35% of the excess over $5 billion up to $8 billion and .30% in excess of $8 billion, of the Portfolio’s average daily net assets. Effective January 30, 2018, the investment advisory agreement was amended to implement the final advisory fee breakpoint for assets in excess of $8 billion of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,517.

During the six months ended June 30, 2019, the Adviser reimbursed the Portfolio $355 for trading losses incurred due to a trade entry error.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $302.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	938	$	8,960	$	9,298	$	600	$	7

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.

26

AB Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2019 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	4,050,465	$	4,525,977
U.S. government securities		12,419,783		10,873,715

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	1,751,891
Gross unrealized depreciation		(485,923	)
Net unrealized appreciation	$	1,265,968

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 cash collateral 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 six months ended June 30, 2019, 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”.

27

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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, 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 for OTC swaps 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 clearinghouse on which the transaction is effected. Such amount is shown as cash collateral 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 centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared 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.

28

AB Variable Products Series Fund

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 six months ended June 30, 2019, 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 referenced obligations with the same counterparty. As of June 30, 2019, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligations 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.

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.

29

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

During the six months ended June 30, 2019, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Variance Swaps:

The Portfolio may enter into variance swaps to hedge equity market risk or adjust exposure to the equity markets. Variance swaps are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on underlying asset(s) or index(es). Actual “variance” as used here is defined as the sum of the square of the returns on the reference asset(s) or index(es) (which in effect is a measure of its “volatility”) over the length of the contract term. So the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility.

During the six months ended June 30, 2019, the Portfolio held variance swaps for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 futures	$	25,580	*	Receivable/Payable for variation margin on futures	$	3,082	*
Credit contracts					Receivable/Payable for variation margin on centrally cleared swaps		2,634	*
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		58,246	*	Receivable/Payable for variation margin on centrally cleared swaps		104,089	*
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts		20,420		Unrealized depreciation on forward currency exchange contracts		55,843
Credit contracts	Market value on credit default swaps		22,088		Market value on credit default swaps		309,772
Total		$	126,334			$	475,420

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

30

AB Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	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	$	46,039		$	(40,251	)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts		(18,822	)		29,174
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		60,060			(100,594	)
Foreign exchange contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(2,313	)		(34	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		21,198			112,715
Total		$	106,162		$	1,010

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Futures:
Average notional amount of buy contracts	$	5,093,837
Average notional amount of sale contracts	$	1,907,372
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	1,543,104
Average principal amount of sale contracts	$	3,920,704
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	15,094,382
Credit Default Swaps:
Average notional amount of buy contracts	$	2,003,857
Average notional amount of sale contracts	$	3,146,043
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	760,000
Variance Swaps:
Average notional amount	$	70,377	(a)

(a) Positions were open for two months during the period.

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.

31

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

Barclays Bank PLC

$

179

$

(179

)

$

–0

–

$

–0

–

$

–0

–

Citibank, NA

2,581

(2,581

)

–0

–

–0

–

–0

–

Citigroup Global Markets, Inc.

13,073

(13,073

)

–0

–

–0

–

–0

–

Deutsche Bank AG

213

(213

)

–0

–

–0

–

–0

–

Goldman Sachs Bank USA/Goldman Sachs International

8,802

(8,802

)

–0

–

–0

–

–0

–

HSBC Bank USA

848

–0

–

–0

–

–0

–

848

JPMorgan Chase Bank, NA/ JP Morgan Securities, LLC

154

(154

)

–0

–

–0

–

–0

–

Morgan Stanley & Co., Inc./Morgan Stanley Capital Services LLC

441

(441

)

–0

–

–0

–

–0

–

Standard Chartered Bank

3,434

(410

)

–0

–

–0

–

3,024

State Street Bank & Trust Co.

12,783

(12,783

)

–0

–

–0

–

–0

–

Total

$

42,508

$

(38,636

)

$

–0

–

$

–0

–

$

3,872

^

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Barclays Bank PLC

$

1,157

$

(179

)

$

–0

–

$

–0

–

$

978

Citibank, NA

21,546

(2,581

)

–0

–

–0

–

18,965

Citigroup Global Markets, Inc.

96,013

(13,073

)

–0

–

–0

–

82,940

Credit Suisse International

88,029

–0

–

–0

–

–0

–

88,029

Deutsche Bank AG

48,167

(213

)

–0

–

–0

–

47,954

Goldman Sachs Bank USA/Goldman Sachs International

66,570

(8,802

)

–0

–

–0

–

57,768

JPMorgan Chase Bank, NA/ JP Morgan Securities, LLC

8,102

(154

)

–0

–

–0

–

7,948

Morgan Stanley & Co., Inc./Morgan Stanley Capital Services LLC

10,134

(441

)

–0

–

–0

–

9,693

Standard Chartered Bank

410

(410

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

25,487

(12,783

)

–0

–

–0

–

12,704

Total

$

365,615

$

(38,636

)

$

–0

–

$

–0

–

$

326,979

^

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

^ 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-denominated 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

32

AB Variable Products Series Fund

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. TBA and Dollar Rolls

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

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 six months ended June 30, 2019, the Portfolio earned drop income of $1,596 which is included in interest income in the accompanying statement of operations.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		109,726			157,318		$	1,159,126		$	1,619,528
Shares issued in reinvestment of dividends and distributions		–0	–		90,575			–0	–		921,149
Shares redeemed		(222,631	)		(603,884	)		(2,337,014	)		(6,197,517	)
Net decrease		(112,905	)		(355,991	)	$	(1,177,888	)	$	(3,656,840	)
Class B
Shares sold		70,892			83,073		$	739,931		$	850,206
Shares issued in reinvestment of dividends and distributions		–0	–		31,618			–0	–		318,391
Shares redeemed		(118,883	)		(336,571	)		(1,228,338	)		(3,418,382	)
Net decrease		(47,991	)		(221,880	)	$	(488,407	)	$	(2,249,785	)

At June 30, 2019, certain shareholders of the Portfolio owned 81% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing 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 and accrued interest. 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.

33

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 may be more difficult to trade or dispose of than other types of securities.

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.

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 more difficult to trade or dispose of 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, and because these investments may be 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.

Mortgage-Related and/or Other Asset-Backed Securities Risk—Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Portfolio to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by non-governmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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.

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares. Over recent years illiquid investments 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. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally decline.

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 on the statement of assets and liabilities.

34

AB Variable Products Series Fund

Active Trading Risk—The Portfolio expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate is expected to exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Portfolio’s return.

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 $325 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 six months ended June 30, 2019.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	794,650	$	1,775,674
Net long-term capital gains		444,890		527,673
Total taxable distributions paid	$	1,239,540	$	2,303,347

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,285,374
Accumulated capital and other losses		(642,524	)(a)
Unrealized appreciation/(depreciation)		(494,288	)(b)
Total accumulated earnings/(deficit)	$	148,562

(a) As of December 31, 2018, the Portfolio had a net capital loss carryforward of $581,603. As of December 31, 2018, the cumulative deferred loss on straddles was $60,921.

(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, and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio had a net short-term capital loss carryforward of $406,073 and a net long-term capital loss carryforward of $175,530, which may be carried forward for an indefinite period.

NOTE I: Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Portfolio has adopted ASU 2017-08, which did not have a material impact on the Portfolio’s financial position or the results of its operations, and had no impact on the Portfolio’s net assets.

35

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

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.

36

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$10.21			$10.56			$10.65			$10.63			$11.37			$11.22
Income From Investment Operations
Net investment income (a)		.14	(b)		.23	(b)		.23			.28	†		.27			.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.47			(.31	)		.14			.23			(.27	)		.44
Contributions from Affiliates		.00	(c)		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.61			(.08	)		.37			.51			–0	–		.72
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.13	)		(.36	)		(.35	)		(.40	)		(.41	)
Distributions from net realized gain on investment transactions		–0	–		(.14	)		(.10	)		(.14	)		(.34	)		(.16	)
Total dividends and distributions		–0	–		(.27	)		(.46	)		(.49	)		(.74	)		(.57	)
Net asset value, end of period		$10.82			$10.21			$10.56			$10.65			$10.63			$11.37
Total Return
Total investment return based on net asset value (d)*		5.97	%		(.72	)%		3.52	%		4.71	%†		.01	%		6.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$34,031			$33,267			$38,172			$42,183			$47,554			$56,437
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.22	%^		1.16	%		1.11	%		1.06	%		.96	%		.88	%
Expenses, before waivers/reimbursements		1.22	%^		1.16	%		1.11	%		1.06	%		.96	%		.88	%
Net investment income		2.73	%(b)^		2.20	%(b)		2.11	%		2.60	%†		2.44	%		2.46	%
Portfolio turnover rate**		35	%		155	%		216	%		156	%		230	%		262	%

See footnote summary on page 38.

37

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$10.10			$10.45			$10.54			$10.53			$11.26			$11.11
Income From Investment Operations
Net investment income (a)		.13	(b)		.20	(b)		.20			.25	†		.24			.25
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.46			(.31	)		.14			.22			(.26	)		.43
Contributions from Affiliates		.00	(c)		–0	–		.00	(c)		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.59			(.11	)		.34			.47			(.02	)		.68
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.10	)		(.33	)		(.32	)		(.37	)		(.37	)
Distributions from net realized gain on investment transactions		–0	–		(.14	)		(.10	)		(.14	)		(.34	)		(.16	)
Total dividends and distributions		–0	–		(.24	)		(.43	)		(.46	)		(.71	)		(.53	)
Net asset value, end of period		$10.69			$10.10			$10.45			$10.54			$10.53			$11.26
Total Return
Total investment return based on net asset value (d)*		5.84	%		(1.01	)%		3.28	%		4.36	%†		(.18	)%		6.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12,244			$12,054			$14,786			$16,029			$17,681			$19,891
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.47	%^		1.41	%		1.36	%		1.32	%		1.21	%		1.13	%
Expenses, before waivers/reimbursements		1.47	%^		1.41	%		1.36	%		1.32	%		1.21	%		1.13	%
Net investment income		2.48	%(b)^		1.95	%(b)		1.87	%		2.36	%†		2.19	%		2.21	%
Portfolio turnover rate**		35	%		155	%		216	%		156	%		230	%		262	%

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.03	.28%	.29%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2019 and the years ended December 31, 2017, December 31, 2016 and December 31, 2015 by .01%, .03%, .03% and .03%, respectively.

^ Annualized.

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

See notes to financial statements.

38

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Intermediate Bond Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement,

39

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

40

AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

41

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Intermediate Bond Portfolio (the “Fund”) at a meeting held on November 6-8, 2018 (the “Meeting”).

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 additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the

42

AB Variable Products Series Fund

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency and distribution services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, 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 Fund’s Class B shares; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

43

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 payable by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other. 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 discussed these matters with their independent fee consultant. The directors also compared the advisory fee rate for the Fund with that for another AB Fund with a similar investment style.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also discussed economies of scale with their independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

44

VPS-IB-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ INTERNATIONAL GROWTH PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,169.00	$	7.15		1.33	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.20	$	6.66		1.33	%
Class B
Actual	$	1,000	$	1,167.80	$	8.49		1.58	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,016.96	$	7.90		1.58	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
AIA Group Ltd.	$	1,585,279		3.0	%
Kingspan Group PLC		1,576,830		2.9
Partners Group Holding AG		1,524,867		2.9
Siemens AG		1,502,954		2.8
Koninklijke DSM NV		1,436,194		2.7
London Stock Exchange Group PLC		1,418,774		2.7
Schneider Electric SE		1,382,398		2.6
Apollo Hospitals Enterprise Ltd.		1,356,167		2.5
Unilever PLC		1,305,442		2.4
Dassault Systemes SE		1,285,613		2.4
	$	14,374,518		26.9	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Information Technology	$	9,778,313		18.3	%
Industrials		9,080,990		17.0
Financials		9,062,189		17.0
Health Care		7,833,015		14.7
Consumer Staples		6,788,155		12.7
Consumer Discretionary		3,898,069		7.3
Materials		1,899,756		3.5
Communication Services		1,812,290		3.4
Utilities		1,579,452		2.9
Energy		539,200		1.0
Short-Term Investments		1,160,549		2.2
Total Investments	$	53,431,978		100.0	%

1 Long-term investments.

2 The Portfolio’s sector breakdown is expressed as a percentage of total investments 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).

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.

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY BREAKDOWN1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Germany	$	6,517,963		12.2	%
United Kingdom		5,576,841		10.4
France		4,860,207		9.1
Japan		4,533,573		8.5
India		4,411,443		8.2
Switzerland		4,376,829		8.2
China		4,297,641		8.0
United States		3,507,356		6.6
Ireland		3,465,471		6.5
Netherlands		3,377,356		6.3
Denmark		1,716,285		3.2
Hong Kong		1,585,279		3.0
Sweden		1,551,005		2.9
Other		2,494,180		4.7
Short-Term Investments		1,160,549		2.2
Total Investments	$	53,431,978		100.0	%

1 All data are as of June 30, 2019. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 2.1% or less in the following countries: Brazil, Finland, Norway and Taiwan.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.9%
INFORMATION TECHNOLOGY–18.3%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–3.4%
Halma PLC		8,195	$	210,469
Horiba Ltd.		15,600		809,363
Keyence Corp.		1,300		801,739
				1,821,571
IT SERVICES–3.7%
Pagseguro Digital Ltd.(a)		14,110		549,867
Visa, Inc.–Class A		3,398		589,723
Wirecard AG		4,780		806,942
				1,946,532
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.0%
ASML Holding NV		4,801		999,039
Infineon Technologies AG		60,322		1,071,903
STMicroelectronics NV		30,090		533,678
Taiwan Semiconductor Manufacturing Co., Ltd.(a)		150,000		1,147,257
				3,751,877
SOFTWARE–4.2%
AVEVA Group PLC		8,403		431,208
Dassault Systemes SE		8,060		1,285,613
SAP SE		3,950		541,512
				2,258,333
				9,778,313
INDUSTRIALS–17.0%
BUILDING PRODUCTS–3.0%
Kingspan Group PLC		29,035		1,576,830
COMMERCIAL SERVICES & SUPPLIES–1.6%
China Everbright International Ltd.		926,148		855,431
ELECTRICAL EQUIPMENT–4.9%
Schneider Electric SE		15,278		1,382,398
Vestas Wind Systems A/S		14,460		1,252,723
				2,635,121
INDUSTRIAL CONGLOMERATES–2.8%
Siemens AG		12,624		1,502,954
MACHINERY–2.8%
SMC Corp./Japan		2,500		937,187
Xylem, Inc./NY		6,683		558,966
				1,496,153
PROFESSIONAL SERVICES–1.9%
Recruit Holdings Co., Ltd.		30,300		1,014,501
				9,080,990
FINANCIALS–17.0%
BANKS–3.3%
HDFC Bank Ltd.		34,307	$	1,214,555
Svenska Handelsbanken AB–Class A		53,500		527,975
				1,742,530
CAPITAL MARKETS–5.5%
London Stock Exchange Group PLC		20,360		1,418,774
Partners Group Holding AG		1,939		1,524,867
				2,943,641
CONSUMER FINANCE–1.2%
Bharat Financial Inclusion Ltd.(a)		47,244		613,637
INSURANCE–4.7%
AIA Group Ltd.		146,800		1,585,279
Prudential PLC		43,517		950,018
				2,535,297
THRIFTS & MORTGAGE FINANCE–2.3%
Housing Development Finance Corp., Ltd.		38,604		1,227,084
				9,062,189
HEALTH CARE–14.7%
BIOTECHNOLOGY–0.9%
Abcam PLC		24,510		458,804
HEALTH CARE EQUIPMENT & SUPPLIES–1.8%
Koninklijke Philips NV		21,670		942,123
HEALTH CARE PROVIDERS & SERVICES–2.5%
Apollo Hospitals Enterprise Ltd.		68,552		1,356,167
LIFE SCIENCES TOOLS & SERVICES–8.0%
Bio-Rad Laboratories, Inc.–Class A(a)		1,821		569,226
Gerresheimer AG		14,030		1,034,088
ICON PLC(a)		4,380		674,389
QIAGEN NV(a)		20,540		835,809
Tecan Group AG		4,440		1,153,097
				4,266,609
PHARMACEUTICALS–1.5%
Roche Holding AG		1,890		531,445
Vectura Group PLC(a)		252,910		277,867
				809,312
				7,833,015
CONSUMER STAPLES–12.7%
FOOD PRODUCTS–6.5%
Danone SA		9,680		819,627
Kerry Group PLC–Class A		10,170		1,214,252
Marine Harvest ASA(a)		11,020		257,856
Nestle SA		11,277		1,167,420
				3,459,155

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
HOUSEHOLD PRODUCTS–3.8%
Essity AB–Class B		17,180	$	528,516
Reckitt Benckiser Group PLC		6,640		524,259
Unicharm Corp.(b)		32,200		970,783
				2,023,558
PERSONAL PRODUCTS–2.4%
Unilever PLC		21,030		1,305,442
				6,788,155
CONSUMER DISCRETIONARY–7.3%
AUTO COMPONENTS–1.8%
Aptiv PLC		11,798		953,632
HOUSEHOLD DURABLES–0.9%
Husqvarna AB–Class B		52,807		494,514
INTERNET & DIRECT MARKETING RETAIL–1.7%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		5,330		903,169
TEXTILES, APPAREL & LUXURY GOODS–2.9%
Puma SE		8,300		553,535
Shenzhou International Group Holdings Ltd.		72,000		993,219
				1,546,754
				3,898,069
MATERIALS–3.5%
CHEMICALS–3.5%
Chr Hansen Holding A/S		4,926		463,562
Koninklijke DSM NV		11,640		1,436,194
				1,899,756
COMMUNICATION SERVICES–3.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.9%
Deutsche Telekom AG		58,127		1,007,029
INTERACTIVE MEDIA & SERVICES–1.5%
Tencent Holdings Ltd.		17,800	$	805,261
				1,812,290
UTILITIES–3.0%
MULTI-UTILITIES–1.6%
Suez		58,136		838,891
WATER UTILITIES–1.4%
Beijing Enterprises Water Group Ltd.(a)		1,246,000		740,561
				1,579,452
ENERGY–1.0%
OIL, GAS & CONSUMABLE FUELS–1.0%
Neste Oyj		15,860		539,200
Total Common Stocks (cost $41,071,220)				52,271,429
SHORT-TERM INVESTMENTS–2.2%
INVESTMENT COMPANIES–2.2%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $1,160,549)		1,160,549		1,160,549
TOTAL INVESTMENTS–100.1% (cost $42,231,769)				53,431,978
Other assets less liabilities–(0.1)%				(41,684	)
NET ASSETS–100.0%			$	53,390,294

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		CAD	772		USD	574		8/15/19	$	(15,663	)
Bank of America, NA		GBP	415		USD	523		8/15/19		(5,120	)
Bank of America, NA		USD	1,104		JPY	122,336		8/15/19		34,135
Barclays Bank PLC		BRL	3,843		USD	1,006		7/02/19		4,850
Barclays Bank PLC		USD	1,003		BRL	3,843		7/02/19		(2,024	)
Barclays Bank PLC		INR	318,077		USD	4,497		7/16/19		(107,785	)
Barclays Bank PLC		USD	1,450		INR	101,252		7/16/19		15,647

5

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		CNY	1,844		USD	272		7/25/19	$	2,964
Barclays Bank PLC		USD	274		CNY	1,844		7/25/19		(5,001	)
Barclays Bank PLC		USD	1,003		BRL	3,843		8/02/19		(4,833	)
Barclays Bank PLC		JPY	56,856		USD	529		8/15/19		376
Barclays Bank PLC		TWD	3,258		USD	106		9/11/19		173
Citibank, NA		PEN	1,629		USD	486		7/12/19		(8,686	)
Citibank, NA		CNY	546		USD	80		7/25/19		(31	)
Citibank, NA		USD	2,289		AUD	3,262		8/15/19		4,761
Citibank, NA		USD	955		GBP	730		8/15/19		(25,623	)
Citibank, NA		USD	2,753		JPY	299,717		8/15/19		36,534
Citibank, NA		KRW	153,699		USD	130		8/26/19		(3,403	)
Citibank, NA		USD	1,757		KRW	2,060,974		8/26/19		26,498
Goldman Sachs Bank USA		USD	274		INR	19,375		7/16/19		6,121
Goldman Sachs Bank USA		BRL	1,120		USD	290		8/02/19		(580	)
JPMorgan Chase Bank, NA		USD	208		CNY	1,440		7/25/19		1,523
JPMorgan Chase Bank, NA		BRL	1,040		USD	268		8/02/19		(2,039	)
JPMorgan Chase Bank, NA		EUR	5,752		USD	6,511		8/15/19		(52,514	)
JPMorgan Chase Bank, NA		USD	800		ZAR	11,492		8/15/19		11,501
Morgan Stanley & Co., Inc.		BRL	3,437		USD	897		7/02/19		1,810
Morgan Stanley & Co., Inc.		USD	851		BRL	3,437		7/02/19		44,374
Morgan Stanley & Co., Inc.		USD	504		RUB	33,356		8/06/19		20,939
Morgan Stanley & Co., Inc.		CHF	862		USD	858		8/15/19		(28,453	)
Morgan Stanley & Co., Inc.		USD	129		TWD	4,053		9/11/19		2,454
Natwest Markets PLC		PEN	2,369		USD	713		7/12/19		(6,618	)
Natwest Markets PLC		USD	1,211		PEN	3,998		7/12/19		2,534
Natwest Markets PLC		INR	7,102		USD	102		7/16/19		(682	)
Natwest Markets PLC		EUR	553		USD	622		8/15/19		(9,076	)
Standard Chartered Bank		BRL	406		USD	106		7/02/19		214
Standard Chartered Bank		USD	106		BRL	406		7/02/19		(280	)
Standard Chartered Bank		INR	5,624		USD	81		7/16/19		(586	)
Standard Chartered Bank		CNY	1,930		USD	287		7/25/19		5,567
Standard Chartered Bank		CNY	2,400		USD	347		7/25/19		(2,363	)
Standard Chartered Bank		USD	284		CNY	1,930		7/25/19		(3,018	)
Standard Chartered Bank		USD	3,583		CAD	4,787		8/15/19		75,664
Standard Chartered Bank		USD	227		TWD	7,117		9/11/19		3,726
State Street Bank & Trust Co.		AUD	280		USD	195		8/15/19		(2,009	)
State Street Bank & Trust Co.		CHF	283		USD	284		8/15/19		(6,650	)
State Street Bank & Trust Co.		EUR	556		USD	635		8/15/19		276
State Street Bank & Trust Co.		EUR	1,263		USD	1,430		8/15/19		(10,992	)
State Street Bank & Trust Co.		GBP	270		USD	348		8/15/19		4,486
State Street Bank & Trust Co.		GBP	168		USD	213		8/15/19		(299	)
State Street Bank & Trust Co.		JPY	61,666		USD	575		8/15/19		1,236
State Street Bank & Trust Co.		JPY	66,088		USD	610		8/15/19		(4,863	)
State Street Bank & Trust Co.		NOK	1,552		USD	183		8/15/19		390
State Street Bank & Trust Co.		SEK	3,035		USD	328		8/15/19		325
State Street Bank & Trust Co.		SEK	1,277		USD	138		8/15/19		(43	)
State Street Bank & Trust Co.		USD	282		AUD	411		8/15/19		6,795
State Street Bank & Trust Co.		USD	102		AUD	145		8/15/19		(431	)
State Street Bank & Trust Co.		USD	493		CAD	660		8/15/19		11,509
State Street Bank & Trust Co.		USD	668		CHF	665		8/15/19		15,712

6

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		USD	729		EUR	646		8/15/19	$	8,518
State Street Bank & Trust Co.		USD	169		EUR	148		8/15/19		(155	)
State Street Bank & Trust Co.		USD	157		GBP	123		8/15/19		29
State Street Bank & Trust Co.		USD	906		JPY	98,576		8/15/19		11,029
State Street Bank & Trust Co.		USD	193		JPY	20,604		8/15/19		(772	)
State Street Bank & Trust Co.		USD	352		MXN	6,848		8/15/19		2,529
State Street Bank & Trust Co.		USD	178		NOK	1,552		8/15/19		4,006
State Street Bank & Trust Co.		USD	67		NZD	102		8/15/19		1,127
State Street Bank & Trust Co.		ZAR	1,524		USD	103		8/15/19		(4,990	)
UBS AG		EUR	565		USD	646		8/15/19		1,107
									$	55,857

(a) Non-income producing security.

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

(c) Affiliated investments.

(d) The rate shown represents the 7-day yield as of period end.

(e) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB 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

INR—Indian Rupee

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

PEN—Peruvian Sol

RUB—Russian Ruble

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $41,071,220)	$	52,271,429	(a)
Affiliated issuers (cost $1,160,549)		1,160,549
Foreign currencies, at value (cost $129,833)		129,973
Receivable for investment securities sold and foreign currency transactions		757,700
Unrealized appreciation on forward currency exchange contracts		371,439
Unaffiliated dividends receivable		195,313
Affiliated dividends receivable		4,603
Receivable for capital stock sold		1,145
Total assets		54,892,151
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		1,035,730
Unrealized depreciation on forward currency exchange contracts		315,582
Administrative fee payable		34,745
Advisory fee payable		27,796
Payable for capital stock redeemed		13,918
Directors’ fees payable		6,505
Distribution fee payable		5,605
Transfer Agent fee payable		58
Accrued expenses		61,918
Total liabilities		1,501,857
NET ASSETS	$	53,390,294
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,426
Additional paid-in capital		38,919,002
Distributable earnings		14,468,866
	$	53,390,294

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	23,519,351		1,059,288	$	22.20
B	$	29,870,943		1,367,010	$	21.85

(a) Includes securities on loan with a value of $949,679 (see Note E).

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $76,109)	$	651,797
Affiliated issuers		33,107
Securities lending income		888
		685,792
EXPENSES
Advisory fee (see Note B)		194,451
Distribution fee—Class B		36,392
Transfer agency—Class A		966
Transfer agency—Class B		1,236
Custodian		48,153
Administrative		35,517
Audit and tax		29,820
Legal		16,473
Printing		14,673
Directors’ fees		12,066
Miscellaneous		5,436
Total expenses		395,183
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(14,222	)
Net expenses		380,961
Net investment income		304,831
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		1,280,169
Forward currency exchange contracts		(103,295	)
Foreign currency transactions		134,793
Net change in unrealized appreciation/depreciation of:
Investments		6,263,797
Forward currency exchange contracts		208,446
Foreign currency denominated assets and liabilities		800
Net gain on investment and foreign currency transactions		7,784,710
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,089,541

See notes to financial statements.

9

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	304,831		$	320,481
Net realized gain on investment and foreign currency transactions		1,311,667			1,370,202
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		6,473,043			(12,501,104	)
Net increase (decrease) in net assets from operations		8,089,541			(10,810,421	)
DISTRIBUTIONS TO SHAREHOLDERS
Class A		–0	–		(178,413	)
Class B		–0	–		(140,185	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(4,390,526	)		(10,504,589	)
Total increase (decrease)		3,699,015			(21,633,608	)
NET ASSETS
Beginning of period		49,691,279			71,324,887
End of period	$	53,390,294		$	49,691,279

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB International Growth Portfolio (the “Portfolio”) is a series of AB 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

11

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 June 30, 2019:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	1,139,590		$	8,638,723		$	–0	–	$	9,778,313
Industrials		2,135,796			6,945,194			–0	–		9,080,990
Financials		1,214,555			7,847,634			–0	–		9,062,189
Health Care		1,702,419			6,130,596			–0	–		7,833,015
Consumer Staples		1,214,252			5,573,903			–0	–		6,788,155
Consumer Discretionary		2,410,336			1,487,733			–0	–		3,898,069
Materials		–0	–		1,899,756			–0	–		1,899,756
Communication Services		–0	–		1,812,290			–0	–		1,812,290
Utilities		838,891			740,561			–0	–		1,579,452
Energy		–0	–		539,200			–0	–		539,200
Short-Term Investments		1,160,549			–0	–		–0	–		1,160,549
Total Investments in Securities		11,816,388			41,615,590	(a)		–0	–		53,431,978
Other Financial Instruments(b):
Assets:
Forward Currency Exchange Contracts		–0	–		371,439			–0	–		371,439
Liabilities:
Forward Currency Exchange Contracts		–0	–		(315,582	)		–0	–		(315,582	)
Total	$	11,816,388		$	41,671,447		$	–0	–	$	53,487,835

(a) 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.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

12

AB Variable Products Series Fund

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, 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.

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. Effective September 4, 2018, the Adviser has contractually agreed to waive its management fee and/or bear expenses of the Portfolio in order to reduce the Portfolio’s total operating expenses by an amount equal to 0.05% on an annual basis of the average net assets for Class A and Class B. For the six months ended June 30, 2019, such reimbursements/waivers amounted to $12,963. This fee waiver and/or expense reimbursement agreement extends through May 1, 2020 and then may be extended by the Adviser for additional one-year terms.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in

13

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,517.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $1,180.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	2,555	$	7,415	$	8,809	$	1,161	$	27
Government Money Market Portfolio*		1,517		4,274		5,791		0		6
Total							$	1,161	$	33

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $13,295, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

14

AB Variable Products Series Fund

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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	11,702,567		$	13,950,357
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	12,655,035
Gross unrealized depreciation		(1,398,969	)
Net unrealized appreciation	$	11,256,066

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 derivative 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 forward currency exchange contracts. 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 six months ended June 30, 2019, the Portfolio held forward currency exchange contracts for hedging purposes.

15

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 currency contracts	Unrealized appreciation on forward currency exchange contracts	$	371,439	Unrealized depreciation on forward currency exchange contracts	$	315,582
Total		$	371,439		$	315,582

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss)  on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	(103,295	)	$	208,446
Total		$	(103,295	)	$	208,446

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	25,084,558
Average principal amount of sale contracts	$	22,263,524

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 OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

16

AB Variable Products Series Fund

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	34,135	$	(20,783	)	$	–0	–	$	–0	–	$	13,352
Barclays Bank PLC		24,010		(24,010	)		–0	–		–0	–		–0	–
Citibank, NA		67,793		(37,743	)		–0	–		–0	–		30,050
Goldman Sachs Bank USA		6,121		(580	)		–0	–		–0	–		5,541
JPMorgan Chase Bank, NA		13,024		(13,024	)		–0	–		–0	–		–0	–
Morgan Stanley & Co., Inc.		69,577		(28,453	)		–0	–		–0	–		41,124
Natwest Markets PLC		2,534		(2,534	)		–0	–		–0	–		–0	–
Standard Chartered Bank		85,171		(6,247	)		–0	–		–0	–		78,924
State Street Bank & Trust Co.		67,967		(31,204	)		–0	–		–0	–		36,763
UBS AG		1,107		–0	–		–0	–		–0	–		1,107
Total	$	371,439	$	(164,578	)	$	–0	–	$	–0	–	$	206,861	^
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	20,783	$	(20,783	)	$	–0	–	$	–0	–	$	–0	–
Barclays Bank PLC		119,643		(24,010	)		–0	–		–0	–		95,633
Citibank, NA		37,743		(37,743	)		–0	–		–0	–		–0	–
Goldman Sachs Bank USA		580		(580	)		–0	–		–0	–		–0	–
JPMorgan Chase Bank, NA		54,553		(13,024	)		–0	–		–0	–		41,529
Morgan Stanley & Co., Inc.		28,453		(28,453	)		–0	–		–0	–		–0	–
Natwest Markets PLC		16,376		(2,534	)		–0	–		–0	–		13,842
Standard Chartered Bank		6,247		(6,247	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		31,204		(31,204	)		–0	–		–0	–		–0	–
Total	$	315,582	$	(164,578	)	$	–0	–	$	–0	–	$	151,004	^

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

^ 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-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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

17

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

				Government Money Market Portfolio
Market Value of Securities on Loan*	Cash Collateral*	Market Value of Non-Cash Collateral*	Income from Borrowers	Income Earned	Advisory Fee Waived
$949,679	$–0–	$999,037	$888	$5,561	$79

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		15,840			74,551		$	326,624		$	1,661,704
Shares issued in reinvestment of dividends		–0	–		8,058			–0	–		178,413
Shares redeemed		(90,099	)		(258,862	)		(1,882,686	)		(5,757,016	)
Net decrease		(74,259	)		(176,253	)	$	(1,556,062	)	$	(3,916,899	)
Class B
Shares sold		34,940			209,646		$	732,098		$	4,614,692
Shares issued in reinvestment of dividends		–0	–		6,419			–0	–		140,185
Shares redeemed		(173,643	)		(508,518	)		(3,566,562	)		(11,342,567	)
Net decrease		(138,703	)		(292,453	)	$	(2,834,464	)	$	(6,587,690	)

At June 30, 2019, certain shareholders of the Portfolio owned 81% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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 more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

18

AB Variable Products Series Fund

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 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—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 on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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 H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $325 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 six months ended June 30, 2019.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	318,598	$	685,460
Total taxable distributions paid	$	318,598	$	685,460

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	210,945
Undistributed capital gains		1,272,102
Unrealized appreciation/(depreciation)		4,909,940	(a)
Total accumulated earnings/(deficit)	$	6,392,987

(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 recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

19

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses realized for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

20

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$18.99			$23.15			$17.34			$18.62			$19.04			$19.27
Income From Investment Operations
Net investment income (a)		.14	(b)		.15	(b)		.06	(b)		.11	(b)†		.15			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		3.07			(4.16	)		6.00			(1.39	)		(.50	)		(.47	)
Contributions from Affiliates		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		3.21			(4.01	)		6.06			(1.28	)		(.35	)		(.23	)
Less: Dividends
Dividends from net investment income		–0	–		(.15	)		(.25	)		–0	–		(.07	)		–0	–
Net asset value, end of period		$22.20			$18.99			$23.15			$17.34			$18.62			$19.04
Total Return
Total investment return based on net asset value (d)*		16.90	%		(17.41	)%		35.02	%		(6.87	)%†		(1.87	)%		(1.19	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$23,519			$21,528			$30,318			$26,045			$33,090			$38,924
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.33	%^		1.27	%		1.24	%		1.27	%		1.11	%		1.07	%
Expenses, before waivers/reimbursements		1.38	%^		1.29	%		1.24	%		1.27	%		1.11	%		1.07	%
Net investment income		1.32	%(b)^		.69	%(b)		.30	%(b)		.60	%(b)†		.78	%		1.20	%
Portfolio turnover rate		23	%		33	%		52	%		52	%		17	%		29	%

See footnote summary on page 22.

21

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$18.71			$22.80			$17.09			$18.39			$18.81			$19.08
Income From Investment Operations
Net investment income (a)		.11	(b)		.09	(b)		.01	(b)		.07	(b)†		.10			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		3.03			(4.09	)		5.90			(1.37	)		(.51	)		(.47	)
Contributions from Affiliates		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		3.14			(4.00	)		5.91			(1.30	)		(.41	)		(.27	)
Less: Dividends
Dividends from net investment income		–0	–		(.09	)		(.20	)		–0	–		(.01	)		–0	–
Net asset value, end of period		$21.85			$18.71			$22.80			$17.09			$18.39			$18.81
Total Return
Total investment return based on net asset value (d)*		16.78	%		(17.60	)%		34.63	%		(7.07	)%†		(2.17	)%		(1.41	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$29,871			$28,177			$41,007			$32,843			$40,566			$47,884
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.58	%^		1.52	%		1.49	%		1.52	%		1.36	%		1.36	%
Expenses, before waivers/reimbursements		1.63	%^		1.54	%		1.49	%		1.52	%		1.36	%		1.36	%
Net investment income		1.06	%(b)^		.43	%(b)		.04	%(b)		.37	%(b)†		.52	%		1.02	%
Portfolio turnover rate		23	%		33	%		52	%		52	%		17	%		29	%

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.04	.22%	.23%

* 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, 2017 and December 31, 2016 by .01% and .09%, respectively.

^ Annualized.

See notes to financial statements.

22

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB International Growth Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

23

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

24

AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration

25

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB International Growth Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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

26

AB Variable Products Series Fund

for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

27

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

28

VPS-IG-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERNATIONAL VALUE PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,088.80	$	4.56		0.88	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.43	$	4.41		0.88	%
Class B
Actual	$	1,000	$	1,087.90	$	5.85		1.13	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.19	$	5.66		1.13	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Royal Dutch Shell PLC—Class A	$	15,666,479		4.2	%
Roche Holding AG		12,344,137		3.3
Novo Nordisk A/S—Class B		10,577,577		2.8
Airbus SE		9,184,750		2.4
Enel SpA		8,964,673		2.4
British American Tobacco PLC		8,526,811		2.3
Coca-Cola European Partners PLC		8,491,950		2.2
Repsol SA		8,054,643		2.1
ICICI Bank Ltd.		7,958,000		2.1
Erste Group Bank AG		7,780,253		2.1
	$	97,549,273		25.9	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Financials	$	63,128,619		16.9	%
Industrials		53,299,701		14.3
Consumer Discretionary		42,689,552		11.4
Energy		40,881,850		10.9
Health Care		38,114,316		10.2
Consumer Staples		35,563,472		9.5
Materials		31,712,868		8.5
Information Technology		20,590,622		5.5
Communication Services		18,024,626		4.8
Utilities		17,650,062		4.7
Real Estate		5,196,464		1.4
Short-Term Investments		6,942,950		1.9
Total Investments	$	373,795,102		100.0	%

1 Long-term investments.

2 The Portfolio’s industry 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.

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY BREAKDOWN1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Japan	$	67,425,188		18.0	%
United Kingdom		63,033,018		16.9
Switzerland		27,512,040		7.4
Germany		25,194,199		6.7
Italy		20,625,420		5.5
France		19,027,151		5.1
China		14,491,021		3.9
Denmark		13,645,663		3.6
Ireland		13,633,269		3.6
Canada		11,811,411		3.2
Norway		9,180,769		2.5
Spain		8,054,643		2.2
Portugal		8,010,394		2.1
Other		65,207,966		17.4
Short-Term Investments		6,942,950		1.9
Total Investments	$	373,795,102		100.0	%

1 All data are as of June 30, 2019. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 2.1% or less in the following countries: Australia, Austria, Belgium, Brazil, Finland, Hong Kong, India, Israel, South Korea, Sweden and Taiwan.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.5%
FINANCIALS–16.8%
BANKS–11.5%
Banco Comercial Portugues SA(a)		11,602,413	$	3,587,443
Bank of Ireland Group PLC		1,149,113		6,011,723
Erste Group Bank AG(b)		209,800		7,780,253
ICICI Bank Ltd.		1,258,190		7,958,000
KBC Group NV		82,100		5,387,837
Mediobanca Banca di Credito Finanziario SpA		555,320		5,726,346
Mitsubishi UFJ Financial Group, Inc.		1,404,500		6,689,598
				43,141,200
CAPITAL MARKETS–1.7%
Credit Suisse Group AG(b)		547,127		6,548,657
INSURANCE–3.6%
Allianz SE		31,600		7,621,165
Swiss Re AG		57,250		5,817,597
				13,438,762
				63,128,619
INDUSTRIALS–14.2%
AEROSPACE & DEFENSE–8.0%
Airbus SE		64,900		9,184,750
BAE Systems PLC		811,600		5,100,809
Leonardo SpA		457,041		5,798,264
MTU Aero Engines AG		20,960		4,999,180
Rolls-Royce Holdings PLC(b)		474,660		5,070,760
				30,153,763
AIRLINES–3.5%
Japan Airlines Co., Ltd.		203,900		6,507,614
Qantas Airways Ltd.		989,190		3,753,861
Wizz Air Holdings PLC(b)(c)		64,690		2,801,649
				13,063,124
PROFESSIONAL SERVICES–0.7%
UT Group Co., Ltd.(a)		100,600		2,461,268
TRADING COMPANIES & DISTRIBUTORS–2.0%
AerCap Holdings NV(b)		146,540		7,621,546
				53,299,701
CONSUMER DISCRETIONARY–11.3%
AUTO COMPONENTS–3.8%
Hankook Tire & Technology Co., Ltd.		15,610		474,526
Magna International, Inc.–Class A (United States)		114,190		5,675,243
NGK Spark Plug Co., Ltd.		248,100		4,667,596
Valeo SA		109,980		3,580,501
				14,397,866
AUTOMOBILES–3.0%
Peugeot SA		254,420	$	6,261,900
Subaru Corp.		210,800		5,132,377
				11,394,277
HOTELS, RESTAURANTS & LEISURE–1.7%
GVC Holdings PLC(a)		774,390		6,419,240
LEISURE PRODUCTS–0.9%
Spin Master Corp.(b)(c)		113,770		3,290,039
TEXTILES, APPAREL & LUXURY GOODS–1.9%
HUGO BOSS AG		61,820		4,120,044
Pandora A/S		86,250		3,068,086
				7,188,130
				42,689,552
ENERGY–10.8%
OIL, GAS & CONSUMABLE FUELS–10.8%
JXTG Holdings, Inc.		1,402,200		6,988,425
PetroChina Co., Ltd.–Class H		8,826,000		4,866,543
Petroleo Brasileiro SA (Preference Shares)		743,300		5,305,760
Repsol SA		495,746		7,779,664
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		408,410		13,299,146
Royal Dutch Shell PLC–Class A		72,534		2,367,333
				40,606,871
HEALTH CARE–10.1%
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Hoya Corp.		62,900		4,834,128
PHARMACEUTICALS–8.8%
GlaxoSmithKline PLC		385,440		7,726,078
Novo Nordisk A/S–Class B		207,090		10,577,577
Roche Holding AG		43,900		12,344,137
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)(b)		285,200		2,632,396
				33,280,188
				38,114,316
CONSUMER STAPLES–9.5%
BEVERAGES–3.2%
Coca-Cola Bottlers Japan Holdings, Inc.(a)		136,600		3,464,739
Coca-Cola European Partners PLC(b)		150,300		8,491,950
				11,956,689
FOOD PRODUCTS–4.0%
Orkla ASA		724,310		6,428,196
Salmar ASA		63,230		2,752,573
WH Group Ltd.(c)		5,815,500		5,899,203
				15,079,972

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
TOBACCO–2.3%
British American Tobacco PLC		244,210	$	8,526,811
				35,563,472
MATERIALS–8.4%
CHEMICALS–4.4%
Air Water, Inc.		217,500		3,734,116
Covestro AG(c)		63,983		3,257,346
Johnson Matthey PLC		142,650		6,030,891
Tosoh Corp.		246,000		3,469,814
				16,492,167
CONSTRUCTION MATERIALS–0.0%
Buzzi Unicem SpA(a)		6,705		136,137
CONTAINERS & PACKAGING–1.1%
BillerudKorsnas AB(a)		307,720		4,100,069
METALS & MINING–2.9%
BlueScope Steel Ltd.		466,825		3,969,389
First Quantum Minerals Ltd.		299,610		2,846,129
Yamato Kogyo Co., Ltd.		142,500		4,168,977
				10,984,495
				31,712,868
INFORMATION TECHNOLOGY–5.5%
COMMUNICATIONS EQUIPMENT–1.5%
Nokia Oyj		1,118,480		5,570,918
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.0%
SCREEN Holdings Co., Ltd.		63,500		2,643,950
SK Hynix, Inc.		55,780		3,355,133
Taiwan Semiconductor Manufacturing Co., Ltd.(b)		669,000		5,116,764
				11,115,847
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.0%
Samsung Electronics Co., Ltd.		95,870		3,903,857
				20,590,622
COMMUNICATION SERVICES–4.8%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.9%
China Unicom Hong Kong Ltd.		4,904,000		5,362,040
Nippon Telegraph & Telephone Corp.		119,800		5,581,443
				10,943,483
ENTERTAINMENT–1.9%
Nintendo Co., Ltd.		19,300		7,081,143
				18,024,626
UTILITIES–4.7%
ELECTRIC UTILITIES–3.6%
EDP–Energias de Portugal SA		1,163,800	$	4,422,951
Enel SpA		1,285,120		8,964,673
				13,387,624
GAS UTILITIES–1.1%
ENN Energy Holdings Ltd.		438,000		4,262,438
				17,650,062
REAL ESTATE–1.4%
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.4%
Aroundtown SA		629,860		5,196,464
Total Common Stocks (cost $368,144,817)				366,577,173
RIGHTS–0.1%
ENERGY–0.1%
OIL, GAS & CONSUMABLE FUELS–0.1%
Repsol SA, expiring 7/09/2019(b) (cost $281,045)		495,746		274,979
SHORT-TERM INVESTMENTS–1.8%
INVESTMENT COMPANIES–1.8%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $6,942,950)		6,942,950		6,942,950
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–99.4% (cost $375,368,812)				373,795,102
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.7%
INVESTMENT COMPANIES–1.7%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $6,138,487)		6,138,487		6,138,487
TOTAL INVESTMENTS–101.1% (cost $381,507,299)				379,933,589
Other assets less liabilities–(1.1)%				(3,959,206	)
NET ASSETS–100.0%			$	375,974,383

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB 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)
Bank of America, NA		EUR	1,123		USD	1,283		7/16/19	$	4,220
Bank of America, NA		EUR	606		USD	688		7/16/19		(1,327	)
Bank of America, NA		GBP	4,367		USD	5,667		7/16/19		117,354
Bank of America, NA		GBP	745		USD	944		7/16/19		(2,582	)
Bank of America, NA		NOK	5,022		USD	593		7/16/19		4,033
Bank of America, NA		USD	870		CHF	881		7/16/19		33,374
Bank of America, NA		USD	1,042		HKD	8,156		7/16/19		1,875
Bank of America, NA		USD	956		ILS	3,407		7/16/19		(181	)
Bank of America, NA		USD	1,169		JPY	128,266		7/16/19		22,262
Bank of America, NA		USD	584		CNY	4,048		7/25/19		5,939
Bank of America, NA		USD	1,015		CNY	6,828		7/25/19		(20,204	)
Bank of America, NA		USD	1,223		ILS	4,343		10/16/19		1,442
Barclays Bank PLC		BRL	16,629		USD	4,339		7/02/19		8,758
Barclays Bank PLC		USD	4,352		BRL	16,629		7/02/19		(20,987	)
Barclays Bank PLC		AUD	2,960		USD	2,057		7/16/19		(21,918	)
Barclays Bank PLC		EUR	1,058		USD	1,187		7/16/19		(17,597	)
Barclays Bank PLC		GBP	1,721		USD	2,253		7/16/19		66,558
Barclays Bank PLC		INR	111,778		USD	1,571		7/16/19		(47,214	)
Barclays Bank PLC		JPY	263,720		USD	2,436		7/16/19		(12,771	)
Barclays Bank PLC		USD	6,989		CHF	6,949		7/16/19		139,248
Barclays Bank PLC		USD	18,212		GBP	13,866		7/16/19		(590,627	)
Barclays Bank PLC		USD	1,270		INR	88,591		7/16/19		12,340
Barclays Bank PLC		USD	2,110		JPY	229,681		7/16/19		22,372
Barclays Bank PLC		USD	851		NOK	7,222		7/16/19		(4,384	)
Barclays Bank PLC		USD	477		CNY	3,194		7/25/19		(11,824	)
Barclays Bank PLC		BRL	16,629		USD	4,339		8/02/19		20,913
Barclays Bank PLC		USD	3,499		GBP	2,749		10/16/19		7,671
BNP Paribas SA		USD	7,028		JPY	766,467		7/16/19		88,683
Citibank, NA		EUR	1,632		USD	1,869		7/16/19		10,666
Citibank, NA		EUR	2,490		USD	2,810		7/16/19		(24,873	)
Citibank, NA		GBP	3,842		USD	4,918		7/16/19		35,490
Citibank, NA		INR	418,145		USD	5,906		7/16/19		(147,571	)
Citibank, NA		JPY	408,088		USD	3,734		7/16/19		(54,813	)
Citibank, NA		MXN	74,130		USD	3,741		7/16/19		(112,456	)
Citibank, NA		USD	4,762		CHF	4,761		7/16/19		121,531
Citibank, NA		USD	687		EUR	610		7/16/19		7,415
Citibank, NA		USD	2,966		GBP	2,250		7/16/19		(106,349	)
Citibank, NA		USD	3,190		HKD	24,992		7/16/19		9,623
Citibank, NA		USD	1,100		ILS	3,982		7/16/19		16,513
Citibank, NA		USD	4,562		JPY	499,617		7/16/19		77,041
Citibank, NA		USD	3,833		MXN	74,130		7/16/19		20,084
Citibank, NA		USD	758		NZD	1,124		7/16/19		(3,038	)
Citibank, NA		KRW	8,749,610		USD	7,435		8/26/19		(135,933	)
Citibank, NA		USD	3,455		CHF	3,385		10/16/19		45,483
Citibank, NA		USD	3,003		CHF	2,892		10/16/19		(12,646	)
Citibank, NA		USD	3,760		PLN	14,030		10/16/19		6,114
Credit Suisse International		AUD	2,639		USD	1,851		7/16/19		(2,969	)
Credit Suisse International		CHF	5,575		USD	5,504		7/16/19		(214,954	)
Credit Suisse International		JPY	692,459		USD	6,428		7/16/19		(1,985	)

6

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Credit Suisse International		USD	4,056		CHF	4,063		7/16/19	$	111,860
Credit Suisse International		USD	5,299		NOK	46,071		7/16/19		104,642
Credit Suisse International		USD	3,602		SGD	4,867		10/16/19		1,135
Deutsche Bank AG		CAD	11,398		USD	8,540		7/16/19		(166,919	)
Deutsche Bank AG		NOK	38,484		USD	4,531		7/16/19		17,246
Goldman Sachs Bank USA		CAD	892		USD	671		7/16/19		(10,231	)
Goldman Sachs Bank USA		EUR	3,690		USD	4,220		7/16/19		19,154
Goldman Sachs Bank USA		GBP	750		USD	984		7/16/19		30,970
Goldman Sachs Bank USA		ILS	8,901		USD	2,501		7/16/19		4,967
Goldman Sachs Bank USA		USD	405		KRW	478,477		8/26/19		8,729
JPMorgan Chase Bank, NA		GBP	588		USD	771		7/16/19		23,763
JPMorgan Chase Bank, NA		HKD	33,218		USD	4,243		7/16/19		(10,103	)
JPMorgan Chase Bank, NA		NOK	32,284		USD	3,726		7/16/19		(59,898	)
JPMorgan Chase Bank, NA		SGD	5,618		USD	4,122		7/16/19		(31,822	)
JPMorgan Chase Bank, NA		USD	1,863		JPY	204,215		7/16/19		33,303
JPMorgan Chase Bank, NA		BRL	2,594		USD	669		8/02/19		(5,087	)
JPMorgan Chase Bank, NA		USD	1,144		JPY	121,935		10/16/19		(4,492	)
Morgan Stanley & Co., Inc.		BRL	16,629		USD	4,131		7/02/19		(199,359	)
Morgan Stanley & Co., Inc.		USD	4,339		BRL	16,629		7/02/19		(8,758	)
Morgan Stanley & Co., Inc.		EUR	1,330		USD	1,518		7/16/19		3,516
Morgan Stanley & Co., Inc.		EUR	3,672		USD	4,138		7/16/19		(42,934	)
Morgan Stanley & Co., Inc.		JPY	214,433		USD	1,928		7/16/19		(62,651	)
Morgan Stanley & Co., Inc.		USD	1,311		EUR	1,157		7/16/19		6,424
Morgan Stanley & Co., Inc.		USD	483		INR	34,221		7/16/19		12,282
Morgan Stanley & Co., Inc.		USD	6,314		JPY	696,841		7/16/19		156,688
Morgan Stanley & Co., Inc.		CAD	1,031		USD	784		10/16/19		(4,353	)
Morgan Stanley & Co., Inc.		EUR	1,213		USD	1,386		10/16/19		(4,948	)
Morgan Stanley & Co., Inc.		ILS	7,159		USD	2,005		10/16/19		(13,713	)
Natwest Markets PLC		CLP	1,375,811		USD	1,986		7/12/19		(44,595	)
Natwest Markets PLC		USD	1,973		CLP	1,375,811		7/12/19		57,186
Natwest Markets PLC		CHF	1,218		USD	1,220		7/16/19		(28,865	)
Natwest Markets PLC		INR	33,115		USD	476		7/16/19		(3,179	)
Natwest Markets PLC		USD	924		AUD	1,342		7/16/19		18,252
Natwest Markets PLC		USD	2,570		GBP	1,987		7/16/19		(45,240	)
Natwest Markets PLC		USD	570		JPY	62,699		7/16/19		12,465
Natwest Markets PLC		USD	5,231		SGD	7,047		7/16/19		(21,379	)
Natwest Markets PLC		CAD	1,200		USD	898		10/16/19		(20,275	)
Natwest Markets PLC		USD	2,260		AUD	3,220		10/16/19		7,746
Standard Chartered Bank		INR	53,627		USD	759		7/16/19		(17,753	)
Standard Chartered Bank		USD	19,322		AUD	27,001		7/16/19		(356,551	)
Standard Chartered Bank		USD	882		JPY	96,266		7/16/19		11,894
Standard Chartered Bank		CNY	114,512		USD	17,021		7/25/19		330,289
Standard Chartered Bank		CNY	20,237		USD	2,929		7/25/19		(20,564	)
Standard Chartered Bank		USD	3,806		CNY	25,704		7/25/19		(59,825	)
Standard Chartered Bank		TWD	141,727		USD	4,517		9/11/19		(74,197	)
Standard Chartered Bank		USD	2,487		JPY	266,165		10/16/19		745
State Street Bank & Trust Co.		CHF	782		USD	785		7/16/19		(16,943	)
State Street Bank & Trust Co.		EUR	865		USD	988		7/16/19		3,015
State Street Bank & Trust Co.		EUR	9,792		USD	11,088		7/16/19		(59,446	)
State Street Bank & Trust Co.		GBP	1,945		USD	2,518		7/16/19		46,345
State Street Bank & Trust Co.		HKD	26,676		USD	3,408		7/16/19		(7,051	)

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		USD	224		CHF	227		7/16/19	$	8,572
State Street Bank & Trust Co.		USD	5,724		EUR	5,059		7/16/19		35,246
State Street Bank & Trust Co.		USD	9,266		EUR	8,123		7/16/19		(17,883	)
State Street Bank & Trust Co.		USD	3,415		HKD	26,746		7/16/19		9,298
State Street Bank & Trust Co.		USD	420		ILS	1,512		7/16/19		3,896
State Street Bank & Trust Co.		USD	2,330		JPY	257,067		7/16/19		56,722
State Street Bank & Trust Co.		USD	459		NOK	3,895		7/16/19		(2,380	)
State Street Bank & Trust Co.		USD	6,126		SEK	56,409		7/16/19		(44,793	)
State Street Bank & Trust Co.		CAD	525		USD	393		10/16/19		(8,374	)
State Street Bank & Trust Co.		EUR	751		USD	855		10/16/19		(6,199	)
State Street Bank & Trust Co.		USD	405		AUD	579		10/16/19		2,214
State Street Bank & Trust Co.		USD	1,941		CHF	1,894		10/16/19		17,057
State Street Bank & Trust Co.		USD	57		JPY	6,054		10/16/19		(194	)
UBS AG		CHF	6,751		USD	6,664		7/16/19		(260,711	)
UBS AG		USD	928		EUR	814		7/16/19		(1,116	)
UBS AG		USD	970		JPY	106,380		7/16/19		17,772
									$	(1,231,589	)

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

(b) Non-income producing security.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2019, the aggregate market value of these securities amounted to $15,248,237 or 4.1% of net assets.

(d) Affiliated investments.

(e) The rate shown represents the 7-day yield as of period end.

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

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CLP—Chilean Peso

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

ILS—Israeli Shekel

INR—Indian Rupee

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

PLN—Polish Zloty

SEK—Swedish Krona

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $368,425,862)	$	366,852,152	(a)
Affiliated issuers (cost $13,081,437—including investment of cash collateral for securities loaned of $6,138,487)		13,081,437
Cash collateral due from broker		260,000
Foreign currencies, at value (cost $2,193,389)		2,190,008
Unrealized appreciation on forward currency exchange contracts		2,080,395
Unaffiliated dividends receivable		1,732,243
Receivable for investment securities sold and foreign currency transactions		1,696,377
Receivable for capital stock sold		61,938
Affiliated dividends receivable		5,148
Total assets		387,959,698
LIABILITIES
Payable for collateral received on securities loaned		6,138,487
Unrealized depreciation on forward currency exchange contracts		3,311,984
Payable for investment securities purchased and foreign currency transactions		1,581,819
Cash collateral due to broker		270,000
Advisory fee payable		212,724
Payable for capital stock redeemed		119,627
Distribution fee payable		60,808
Administrative fee payable		34,786
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses and other liabilities		248,518
Total liabilities		11,985,315
NET ASSETS	$	375,974,383
COMPOSITION OF NET ASSETS
Capital stock, at par	$	28,088
Additional paid-in capital		389,606,785
Accumulated loss		(13,660,490	)
	$	375,974,383

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	53,537,779		3,970,387	$	13.48
B	$	322,436,604		24,117,618	$	13.37

(a) Includes securities on loan with a value of $6,184,236 (see Note E).

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $885,002)	$	7,328,383
Affiliated issuers		130,657
		7,459,040
EXPENSES
Advisory fee (see Note B)		1,426,984
Distribution fee—Class B		404,051
Transfer agency—Class A		454
Transfer agency—Class B		2,568
Custodian		86,034
Printing		54,577
Administrative		35,554
Audit and tax		28,931
Legal		22,875
Directors’ fees		12,066
Miscellaneous		13,078
Total expenses		2,087,172
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(2,915	)
Net expenses		2,084,257
Net investment income		5,374,783
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(12,504,657	)
Forward currency exchange contracts		(562,848	)
Foreign currency transactions		(97,411	)
Net change in unrealized appreciation/depreciation of:
Investments		39,826,866
Forward currency exchange contracts		92,312
Foreign currency denominated assets and liabilities		2,589
Net gain on investment and foreign currency transactions		26,756,851
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	32,131,634

See notes to financial statements.

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INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,374,783		$	6,877,447
Net realized gain (loss) on investment and foreign currency transactions		(13,164,916	)		6,436,057
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		39,921,767			(122,451,058	)
Net increase (decrease) in net assets from operations		32,131,634			(109,137,554	)
DISTRIBUTIONS TO SHAREHOLDERS
Class A		–0	–		(1,075,905	)
Class B		–0	–		(4,249,239	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(22,967,289	)		(4,626,158	)
Total increase (decrease)		9,164,345			(119,088,856	)
NET ASSETS
Beginning of period		366,810,038			485,898,894
End of period	$	375,974,383		$	366,810,038

See notes to financial statements.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB International Value Portfolio (the “Portfolio”) is a series of AB 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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

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AB Variable Products Series Fund

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 generally values 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 June 30, 2019:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	–0	–	$	63,128,619		$	–0	–	$	63,128,619
Industrials		7,621,546			45,678,155			–0	–		53,299,701
Consumer Discretionary		12,507,894			30,181,658			–0	–		42,689,552
Energy		5,305,760			35,301,111			–0	–		40,606,871
Health Care		2,632,396			35,481,920			–0	–		38,114,316
Consumer Staples		8,491,950			27,071,522			–0	–		35,563,472
Materials		2,846,129			28,866,739			–0	–		31,712,868
Information Technology		–0	–		20,590,622			–0	–		20,590,622
Communication Services		–0	–		18,024,626			–0	–		18,024,626
Utilities		–0	–		17,650,062			–0	–		17,650,062
Real Estate		–0	–		5,196,464			–0	–		5,196,464
Rights		274,979			–0	–		–0	–		274,979
Short-Term Investments		6,942,950			–0	–		–0	–		6,942,950
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		6,138,487			–0	–		–0	–		6,138,487
Total Investments in Securities		52,762,091			327,171,498	(a)		–0	–		379,933,589

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments(b):
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	2,080,395		$	–0	–	$	2,080,395
Liabilities:
Forward Currency Exchange Contracts		–0	–		(3,311,984	)		–0	–		(3,311,984	)
Total	$	52,762,091		$	325,939,909		$	–0	–	$	378,702,000

(a) 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.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

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, 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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AB 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 (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2019, there were no expenses waived by the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,554.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $1,465.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	4,030	$	57,610	$	54,697	$	6,943	$	35
Government Money Market Portfolio*		5,149		69,751		68,762		6,138		96
Total							$	13,081	$	131

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $85,238, 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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	98,824,968		$	119,280,206
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	40,060,569
Gross unrealized depreciation		(42,865,868	)
Net unrealized depreciation	$	(2,805,299	)

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.

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AB Variable Products Series Fund

The principal type of derivative 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 forward currency exchange contracts. 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 six months ended June 30, 2019, 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”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC 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 OTC counterparty certain derivative financial instruments’ 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. In the event of a default by an OTC 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 ISDA 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 OTC 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. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

During the six months ended June 30, 2019, 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 currency contracts	Unrealized appreciation on forward currency exchange contracts	$	2,080,395	Unrealized depreciation on forward currency exchange contracts	$	3,311,984
Total		$	2,080,395		$	3,311,984

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss)  on Derivatives			Change in  Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	(562,848	)	$	92,312
Total		$	(562,848	)	$	92,312

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2019:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	144,565,843
Average principal amount of sale contracts	$	144,764,002

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 OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for  Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Bank of America, NA	$	190,499	$	(24,294	)	$	–0	–	$	–0	–	$	166,205
Barclays Bank PLC		277,860		(277,860	)		–0	–		–0	–		–0	–
BNP Paribas SA		88,683		–0	–		–0	–		–0	–		88,683
Citibank, NA		349,960		(349,960	)		–0	–		–0	–		–0	–
Credit Suisse International		217,637		(217,637	)		–0	–		–0	–		–0	–
Deutsche Bank AG		17,246		(17,246	)		–0	–		–0	–		–0	–
Goldman Sachs Bank USA		63,820		(10,231	)		–0	–		–0	–		53,589
JPMorgan Chase Bank, NA		57,066		(57,066	)		–0	–		–0	–		–0	–
Morgan Stanley & Co., Inc.		178,910		(178,910	)		–0	–		–0	–		–0	–
Natwest Markets PLC		95,649		(95,649	)		–0	–		–0	–		–0	–
Standard Chartered Bank		342,928		(342,928	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		182,365		(163,263	)		–0	–		–0	–		19,102
UBS AG		17,772		(17,772	)		–0	–		–0	–		–0	–
Total	$	2,080,395	$	(1,752,816	)	$	–0	–	$	–0	–	$	327,579	^
Counterparty	Derivative Liabilities Subject  to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Bank of America, NA	$	24,294	$	(24,294	)	$	–0	–	$	–0	–	$	–0	–
Barclays Bank PLC		727,322		(277,860	)		–0	–		–0	–		449,462
Citibank, NA		597,679		(349,960	)		(247,719	)		–0	–		–0	–
Credit Suisse International		219,908		(217,637	)		–0	–		–0	–		2,271
Deutsche Bank AG		166,919		(17,246	)		–0	–		–0	–		149,673
Goldman Sachs Bank USA		10,231		(10,231	)		–0	–		–0	–		–0	–
JPMorgan Chase Bank, NA		111,402		(57,066	)		–0	–		–0	–		54,336
Morgan Stanley & Co., Inc.		336,716		(178,910	)		–0	–		–0	–		157,806
Natwest Markets PLC		163,533		(95,649	)		–0	–		–0	–		67,884
Standard Chartered Bank		528,890		(342,928	)		–0	–		–0	–		185,962
State Street Bank & Trust Co.		163,263		(163,263	)		–0	–		–0	–		–0	–
UBS AG		261,827		(17,772	)		–0	–		–0	–		244,055
Total	$	3,311,984	$	(1,752,816	)	$	(247,719	)	$	–0	–	$	1,311,449	^

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

^ 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.

18

AB Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	6,184,236	$	6,138,487	$	349,151	$	0	$	96,265	$	1,450

* As of June 30, 2019.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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
	Six Months Ended June  30, 2019 (unaudited)			Year Ended December  31, 2018			Six Months Ended June  30, 2019 (unaudited)			Year Ended December  31, 2018
Class A
Shares sold		167,855			1,917,576		$	2,221,753		$	30,564,317
Shares issued in reinvestment of dividends		–0	–		76,053			–0	–		1,075,905
Shares redeemed		(819,208	)		(624,835	)		(10,904,742	)		(9,705,915	)
Net increase (decrease)		(651,353	)		1,368,794		$	(8,682,989	)	$	21,934,307
Class B
Shares sold		761,199			2,042,981		$	9,868,206		$	30,014,125
Shares issued in reinvestment of dividends		–0	–		304,899			–0	–		4,249,239
Shares redeemed		(1,826,028	)		(3,972,067	)		(24,152,506	)		(60,823,829	)
Net decrease		(1,064,829	)		(1,624,187	)	$	(14,284,300	)	$	(26,560,465	)

At June 30, 2019, certain shareholders of the Portfolio owned 51% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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 more difficult to trade or dispose of 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, and because these investments may be 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—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 on the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance 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 or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as 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 H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $325 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 six months ended June 30, 2019.

20

AB Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	5,325,144	$	9,283,368
Total taxable distributions paid	$	5,325,144	$	9,283,368

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital losses	$	0	(a)
Other losses		(538,232	)(b)
Unrealized appreciation/(depreciation)		(45,253,892	)(c)
Total accumulated earnings/(deficit)	$	(47,792,124	)

(a) During the fiscal year, the Portfolio utilized $9,408,940 of capital loss carry forwards to offset current year net realized gains. The Portfolio also had $40,760,405 of capital loss carryforwards expire during the fiscal year.

(b) As of December 31, 2018, the Portfolio had a qualified late-year ordinary loss deferral of $538,232.

(c) 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 passive foreign investment companies (PFICs), and the recognition for tax purposes of unrealized gains/losses on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

21

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30,  2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$12.38			$16.30			$13.28			$13.52			$13.53			$14.99
Income From Investment Operations
Net investment income(a)		.20	(b)		.25	(b)		.31	(b)		.30	(b)†		.30			.48
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.90			(3.94	)		3.06			(.37	)		.05			(1.40	)
Net increase (decrease) in net asset value from operations		1.10			(3.69	)		3.37			(.07	)		.35			(.92	)
Less: Dividends
Dividends from net investment income		–0	–		(.23	)		(.35	)		(.17	)		(.36	)		(.54	)
Net asset value, end of period		$13.48			$12.38			$16.30			$13.28			$13.52			$13.53
Total Return
Total investment return based on net asset value(c)*		8.88	%		(22.79	)%		25.42	%		(.50	)%†		2.59	%		(6.21	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$53,538			$57,234			$53,014			$47,385			$48,665			$50,504
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.88	%^		.86	%		.85	%		.86	%		.85	%		.85	%
Expenses, before waivers/reimbursements		.88	%^		.87	%		.86	%		.86	%		.85	%		.85	%
Net investment income		3.00	%(b)^		1.65	%(b)		2.05	%(b)		2.27	%(b)†		2.09	%		3.25	%
Portfolio turnover rate		26	%		42	%		45	%		64	%		74	%		64	%

See footnote summary on page 23.

22

AB Variable Products Series Fund

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

	CLASS B
	Six  Months Ended June 30,  2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$12.29			$16.15			$13.16			$13.41			$13.41			$14.86
Income From Investment Operations
Net investment income(a)		.18	(b)		.23	(b)		.27	(b)		.27	(b)†		.26			.45
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.90			(3.92	)		3.02			(.38	)		.06			(1.40	)
Net increase (decrease) in net asset value from operations		1.08			(3.69	)		3.29			(.11	)		.32			(.95	)
Less: Dividends
Dividends from net investment income		–0	–		(.17	)		(.30	)		(.14	)		(.32	)		(.50	)
Net asset value, end of period		$13.37			$12.29			$16.15			$13.16			$13.41			$13.41
Total Return
Total investment return based on net asset value(c)*		8.79	%		(22.98	)%		25.09	%		(.80	)%†		2.40	%		(6.46	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$322,436			$309,576			$432,885			$460,086			$550,746			$615,682
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.13	%^		1.11	%		1.10	%		1.11	%		1.10	%		1.10	%
Expenses, before waivers/reimbursements		1.13	%^		1.11	%		1.11	%		1.11	%		1.10	%		1.10	%
Net investment income		2.79	%(b)^		1.50	%(b)		1.83	%(b)		2.04	%(b)†		1.85	%		3.06	%
Portfolio turnover rate		26	%		42	%		45	%		64	%		74	%		64	%

(a) Based on average shares outstanding.

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

(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.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.002	.01%	.01%

* 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, 2017 and December 31, 2016 by .01% and .07%, respectively.

^ Annualized.

See notes to financial statements.

23

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB International Value Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such

24

AB Variable Products Series Fund

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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the

25

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from

26

AB Variable Products Series Fund

the Adviser certain updates on economies of scale in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB International Value Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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

27

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

28

AB Variable Products Series Fund

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with those for two other funds advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund (although the directors noted that the Fund’s expense ratio was currently below the Adviser’s expense cap). The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the peer group median. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

29

VPS-IV-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ LARGE CAP GROWTH PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	1,212.40	$	3.68		0.67	%	$	3.73		0.68	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.47	$	3.36		0.67	%	$	3.41		0.68	%
Class B
Actual	$	1,000	$	1,211.00	$	5.04		0.92	%	$	5.10		0.93	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.23	$	4.61		0.92	%	$	4.66		0.93	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

+ In connection with the Portfolio’s investments in affiliated/unaffiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Portfolio’s total expenses are equal to the classes’ annualized expense ratio plus the Portfolio’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Alphabet, Inc.—Class C	$	37,728,082		6.8	%
Microsoft Corp.		34,172,124		6.2
UnitedHealth Group, Inc.		28,497,684		5.1
Facebook, Inc.—Class A		27,569,278		5.0
Visa, Inc.—Class A		27,196,326		4.9
Monster Beverage Corp.		20,548,536		3.7
Zoetis, Inc.		20,462,020		3.7
Home Depot, Inc. (The)		19,728,034		3.6
Booking Holdings, Inc.		19,210,153		3.5
Vertex Pharmaceuticals, Inc.		16,317,886		2.9
	$	251,430,123		45.4	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Health Care	$	125,752,292		22.8	%
Information Technology		125,085,039		22.6
Consumer Discretionary		82,344,261		14.9
Communication Services		76,517,373		13.9
Consumer Staples		40,435,151		7.3
Industrials		38,442,662		7.0
Materials		13,652,001		2.5
Financials		4,402,347		0.8
Short-Term Investments		45,503,332		8.2
Total Investments	$	552,134,458		100.0	%

1 Long-term investments.

2 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.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–91.4%
HEALTH CARE–22.7%
BIOTECHNOLOGY–5.3%
Biogen, Inc.(a)		15,886	$	3,715,259
Regeneron Pharmaceuticals, Inc.(a)		28,983		9,071,679
Vertex Pharmaceuticals, Inc.(a)		88,984		16,317,886
				29,104,824
HEALTH CARE EQUIPMENT & SUPPLIES–7.0%
Edwards Lifesciences Corp.(a)		75,717		13,987,959
Intuitive Surgical, Inc.(a)		29,422		15,433,310
Stryker Corp.		45,954		9,447,223
				38,868,492
HEALTH CARE PROVIDERS & SERVICES–5.1%
UnitedHealth Group, Inc.		116,789		28,497,684
HEALTH CARE TECHNOLOGY–0.2%
Veeva Systems, Inc.–Class A(a)		6,816		1,104,942
LIFE SCIENCES TOOLS & SERVICES–1.4%
Illumina, Inc.(a)		10,470		3,854,530
Mettler-Toledo International, Inc.(a)		4,595		3,859,800
				7,714,330
PHARMACEUTICALS–3.7%
Zoetis, Inc.		180,298		20,462,020
				125,752,292
INFORMATION TECHNOLOGY–22.6%
COMMUNICATIONS EQUIPMENT–1.7%
Arista Networks, Inc.(a)		36,149		9,385,003
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.3%
Amphenol Corp.–Class A		25,176		2,415,385
Cognex Corp.		41,722		2,001,822
IPG Photonics Corp.(a)		16,566		2,555,306
				6,972,513
IT SERVICES–7.5%
PayPal Holdings, Inc.(a)		127,152		14,553,818
Visa, Inc.–Class A(b)		156,706		27,196,326
				41,750,144
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.4%
ASML Holding NV ADR		13,820		2,873,593
Texas Instruments, Inc.		15,410		1,768,452
Xilinx, Inc.		73,810		8,703,675
				13,345,720
SOFTWARE–8.1%
Adobe, Inc.(a)		27,830	$	8,200,110
ANSYS, Inc.(a)		1,159		237,386
Aspen Technology, Inc.(a)		2,570		319,400
Microsoft Corp.		255,092		34,172,124
Paycom Software, Inc.(a)(b)		9,309		2,110,536
				45,039,556
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.6%
Apple, Inc.		43,412		8,592,103
				125,085,039
CONSUMER DISCRETIONARY–14.8%
DIVERSIFIED CONSUMER SERVICES–0.2%
Bright Horizons Family Solutions, Inc.(a)		9,700		1,463,439
HOTELS, RESTAURANTS & LEISURE–0.2%
Domino’s Pizza, Inc.		3,580		996,243
INTERNET & DIRECT MARKETING RETAIL–3.5%
Booking Holdings, Inc.(a)		10,247		19,210,153
SPECIALTY RETAIL–8.6%
Burlington Stores, Inc.(a)		49,220		8,374,783
Five Below, Inc.(a)		3,340		400,867
Home Depot, Inc. (The)		94,860		19,728,034
TJX Cos., Inc. (The)		166,668		8,813,404
Ulta Salon Cosmetics & Fragrance, Inc.(a)		29,925		10,380,683
				47,697,771
TEXTILES, APPAREL & LUXURY GOODS–2.3%
NIKE, Inc.–Class B		154,576		12,976,655
				82,344,261
COMMUNICATION SERVICES–13.8%
ENTERTAINMENT–2.0%
Electronic Arts, Inc.(a)		110,804		11,220,013
INTERACTIVE MEDIA & SERVICES–11.8%
Alphabet, Inc.–Class C(a)		34,904		37,728,082
Facebook, Inc.–Class A(a)		142,846		27,569,278
				65,297,360
				76,517,373
CONSUMER STAPLES–7.3%
BEVERAGES–4.4%
Constellation Brands, Inc.–Class A		20,220		3,982,127
Monster Beverage Corp.(a)		321,926		20,548,536
				24,530,663

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
FOOD & STAPLES RETAILING–2.9%
Costco Wholesale Corp.		60,185	$	15,904,488
				40,435,151
INDUSTRIALS–6.9%
BUILDING PRODUCTS–2.5%
Allegion PLC		87,179		9,637,638
AO Smith Corp.		88,955		4,195,118
				13,832,756
COMMERCIAL SERVICES & SUPPLIES–1.5%
Copart, Inc.(a)		114,608		8,565,802
ELECTRICAL EQUIPMENT–0.8%
AMETEK, Inc.		40,520		3,680,837
Rockwell Automation, Inc.		3,510		575,043
				4,255,880
INDUSTRIAL CONGLOMERATES–1.1%
Roper Technologies, Inc.		17,504		6,411,015
MACHINERY–0.6%
IDEX Corp.		19,340		3,329,188
TRADING COMPANIES & DISTRIBUTORS–0.4%
Fastenal Co.(b)		62,842		2,048,021
				38,442,662
MATERIALS–2.5%
CHEMICALS–2.5%
Sherwin-Williams Co. (The)		29,789		13,652,001
FINANCIALS–0.8%
CAPITAL MARKETS–0.8%
MarketAxess Holdings, Inc.		6,156		1,978,661
S&P Global, Inc.		10,640		2,423,686
				4,402,347
Total Common Stocks (cost $325,833,807)				506,631,126
SHORT-TERM INVESTMENTS–8.2%
INVESTMENT COMPANIES–8.2%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $45,503,332)		45,503,332	$	45,503,332
TOTAL INVESTMENTS–99.6% (cost $371,337,139)				552,134,458
Other assets less liabilities–0.4%				2,186,255
NET ASSETS–100.0%			$	554,320,713

(a) Non-income producing security.

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

(c) Affiliated investments.

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

(e) The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $325,833,807)	$	506,631,126	(a)
Affiliated issuers (cost $45,503,332)		45,503,332
Cash		24,717
Receivable for investment securities sold		3,665,447
Receivable for capital stock sold		155,493
Affiliated dividends receivable		75,910
Unaffiliated dividends and interest receivable		68,497
Total assets		556,124,522
LIABILITIES
Payable for investment securities purchased		1,122,694
Advisory fee payable		246,928
Payable for capital stock redeemed		175,940
Distribution fee payable		56,820
Administrative fee payable		34,397
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses and other liabilities		160,468
Total liabilities		1,803,809
NET ASSETS	$	554,320,713
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,121
Additional paid-in capital		281,133,624
Distributable earnings		273,177,968
	$	554,320,713

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	251,625,571		4,010,396	$	62.74
B	$	302,695,142		5,110,662	$	59.23

(a) Includes securities on loan with a value of $31,354,884 (see Note E).

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $3,098)	$	1,512,675
Affiliated issuers		439,706
Interest		513
Securities lending income		9,095
		1,961,989
EXPENSES
Advisory fee (see Note B)		1,434,594
Distribution fee—Class B		323,037
Transfer agency—Class A		1,810
Transfer agency—Class B		2,125
Custodian		53,331
Administrative		35,132
Printing		30,808
Audit and tax		21,347
Legal		20,583
Directors’ fees		12,066
Miscellaneous		12,741
Total expenses		1,947,574
Less: expenses waived and reimbursed by the Adviser (see Note B)		(18,671	)
Net expenses		1,928,903
Net investment income		33,086
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		23,163,393
Net change in unrealized appreciation/depreciation of investments		62,658,921
Net gain on investment transactions		85,822,314
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	85,855,400

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	33,086		$	(406,254	)
Net realized gain on investment transactions		23,163,393			70,143,110
Net change in unrealized appreciation/depreciation of investments		62,658,921			(58,055,525	)
Net increase in net assets from operations		85,855,400			11,681,331
Distributions to Shareholders
Class A		–0	–		(23,052,799	)
Class B		–0	–		(27,070,582	)
CAPITAL STOCK TRANSACTIONS
Net increase		59,538,892			18,042,010
Total increase (decrease)		145,394,292			(20,400,040	)
NET ASSETS
Beginning of period		408,926,421			429,326,461
End of period	$	554,320,713		$	408,926,421

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Large Cap Growth Portfolio (the “Portfolio”) is a series of AB 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 Portfolio acquired the assets and liabilities of AB Growth Portfolio (the “Acquired Portfolio”), a reorganization that was effective at the close of business April 26, 2019 (the “Reorganization”). The Reorganization was approved by the Fund’s Board of Directors pursuant to a Plan of Acquisition and Liquidation (the “Reorganization Agreement”) (see Note J for additional information). The Fund offers eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but

8

AB Variable Products Series Fund

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 generally values 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 June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks(a)

$

506,631,126

$

–0

–

$

–0

–

$

506,631,126

Short-Term Investments

45,503,332

–0

–

–0

–

45,503,332

Total Investments in Securities

552,134,458

–0

–

–0

–

552,134,458

Other Financial Instruments(b)

–0

–

–0

–

–0

–

–0

–

Total

$

552,134,458

$

–0

–

$

–0

–

$

552,134,458

(a) See Portfolio of Investments for sector classifications.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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, 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.

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 .60% of the first $2.5 billion, .50% of the next $2.5 billion and .45% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common

10

AB Variable Products Series Fund

stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,132.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $18,671.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	22,378	$	59,239	$	36,114	$	45,503	$	440

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $22,970, 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.

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	110,820,610		$	102,598,762
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	182,494,841
Gross unrealized depreciation		(1,697,522	)
Net unrealized appreciation	$	180,797,319

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 six months ended June 30, 2019.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with

12

AB Variable Products Series Fund

respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	31,354,884	$	0	$	31,571,896	$	9,095	$	0	$	0

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		47,444			131,142		$	2,861,558		$	7,751,764
Shares issued in reinvestment of distributions		–0	–		401,687			–0	–		23,052,799
Shares issued in connection with the Reorganization		574,265			–0	–		35,749,507			–0	–
Shares redeemed		(300,436	)		(542,535	)		(17,738,630	)		(31,574,803	)
Net increase (decrease)		321,273			(9,706	)	$	20,872,435		$	(770,240	)
Class B
Shares sold		180,998			453,785		$	10,123,229		$	25,080,408
Shares issued in reinvestment of distributions		–0	–		498,629			–0	–		27,070,582
Share issued in connection with the Reorganization		739,816			–0	–		43,494,004			–0	–
Shares redeemed		(268,063	)		(608,637	)		(14,950,776	)		(33,338,740	)
Net increase		652,751			343,777		$	38,666,457		$	18,812,250

At June 30, 2019, certain shareholders of the Portfolio owned 61% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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, or NAV.

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

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 on 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 $325 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 six months ended June 30, 2019.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	581,143	$	–0	–
Net long-term capital gains		49,542,238		25,099,310
Total taxable distributions	$	50,123,381	$	25,099,310

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,266,247
Undistributed capital gains		66,227,880
Unrealized appreciation/(depreciation)		92,106,042	(a)
Total accumulated earnings/(deficit)	$	161,600,169

(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 realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

14

AB Variable Products Series Fund

NOTE J: Merger and Reorganization

At a meeting held on November 6-8, 2018, the Board of the Fund approved the acquisition of the assets and assumption of the liabilities of the Acquired Portfolio by the Portfolio, each a series of the Fund. The Reorganization was completed at the close of business April 26, 2019. Pursuant to the Reorganization, the assets and liabilities of the Acquired Portfolio shares were transferred in exchange for the shares of the same class of the Portfolio, in a tax-free exchange as follows:

	Shares outstanding before the Reorganization		Shares outstanding immediately after the Reorganization			Aggregate net assets before the Reorganization			Aggregate net assets immediately after the Reorganization
The Acquired Portfolio		2,572,557		–0	–	$	79,243,511	+	$	–0	–
The Portfolio		7,930,514		9,244,595		$	478,400,346	++	$	557,643,857

+ Includes accumulated net investment loss of $277,056, accumulated realized gain on investments of $1,407,147 and unrealized appreciation on investments of $25,722,398, with a fair value of $68,435,317 and identified cost of $42,712,919.

++ Includes accumulated net investment loss of $150,739, accumulated realized gain on investments of $84,360,216 and unrealized appreciation on investments of $159,235,619, with a fair value of $478,656,041 and identified cost of $319,420,422.

Assuming the acquisition of the Acquired Portfolio had been completed on January 1, 2019, the Portfolio’s pro forma results of operations for the six months ended June 30, 2019, are as follows:

Net investment loss	$	(243,970	)
Net realized and unrealized gain on investments		115,579,487
Net increase in net assets resulting from operations	$	115,335,517

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Portfolio that have been included in the Portfolio’s Statement of Operations since April 26, 2019.

For financial reporting purposes, assets received and shares issued by the Portfolio were recorded at fair value; however, the cost basis of the investments received from the Acquired Portfolio was carried forward to align ongoing reporting of the Portfolio’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

NOTE K: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE L: 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.

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	Class A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$51.75			$56.34			$45.22			$49.50			$48.83			$42.78
Income From Investment Operations
Net investment income (loss) (a)		.04	(b)		.02	(b)		.02	(b)		(.03	)(b)†		.02			.02
Net realized and unrealized gain on investment transactions		10.95			2.09			14.10			1.44			5.33			6.03
Contributions from Affiliates		–0	–		–0	–		–0	–		.00	(c)		–0	–		–0	–
Net increase in net asset value from operations		10.99			2.11			14.12			1.41			5.35			6.05
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(6.70	)		(3.00	)		(5.69	)		(4.68	)		–0	–
Net asset value, end of period		$62.74			$51.75			$56.34			$45.22			$49.50			$48.83
Total Return
Total investment return based on net asset value (d)*		21.24	%		2.58	%		31.98	%		2.63	%†		11.11	%		14.14	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$251,626			$190,899			$208,392			$178,136			$191,568			$189,620
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.67	%^		.68	%		.70	%		.85	%		.82	%		.83	%
Expenses, before waivers/reimbursements (e)‡		.68	%^		.68	%		.70	%		.85	%		.82	%		.83	%
Net investment income (loss)		.15	%(b)^		.04	%(b)		.03	%(b)		(.07	)%(b)†		.04	%		.04	%
Portfolio turnover rate		23	%		46	%		48	%		59	%		65	%		65	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 18.

16

AB Variable Products Series Fund

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

	Class B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$48.91			$53.70			$43.32			$47.77			$47.38			$41.62
Income From Investment Operations
Net investment loss (a)		(.03	)(b)		(.12	)(b)		(.11	)(b)		(.14	)(b)†		(.10	)		(.09	)
Net realized and unrealized gain on investment transactions		10.35			2.03			13.49			1.38			5.17			5.85
Contributions from Affiliates		–0	–		–0	–		–0	–		.00	(c)		–0	–		–0	–
Net increase in net asset value from operations		10.32			1.91			13.38			1.24			5.07			5.76
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(6.70	)		(3.00	)		(5.69	)		(4.68	)		–0	–
Net asset value, end of period		$59.23			$48.91			$53.70			$43.32			$47.77			$47.38
Total Return
Total investment return based on net asset value (d)*		21.10	%		2.32	%		31.67	%		2.36	%†		10.86	%		13.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$302,695			$218,027			$220,934			$202,903			$267,171			$237,452
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)‡		.92	%^		.93	%		.95	%		1.10	%		1.07	%		1.08	%
Expenses, before waivers/reimbursements (e)‡		.93	%^		.93	%		.95	%		1.10	%		1.07	%		1.08	%
Net investment loss		(.10	)%(b)^		(.21	)%(b)		(.21	)%(b)		(.32	)%(b)†		(.21	)%		(.21	)%
Portfolio turnover rate		23	%		46	%		48	%		59	%		65	%		65	%
‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%^		0	%		0	%		0	%		0	%		0	%

See footnote summary on page 18.

17

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the six months ended and the year ended June 30, 2019, such waiver amounted to .01% (annualized).

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.005	.01%	.01%

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2019 and years ended December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 by .02%, .03%, .01%, .09% and .02%, respectively.

^ Annualized.

See notes to financial statements.

18

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Large Cap Growth Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

19

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

20

AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

21

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Large Cap Growth Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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

22

AB Variable Products Series Fund

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

23

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with those for two other funds advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

24

VPS-LCG-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ SMALL CAP GROWTH PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,307.00	$	5.15		0.90	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.33	$	4.51		0.90	%
Class B
Actual	$	1,000	$	1,305.40	$	6.57		1.15	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.09	$	5.76		1.15	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Strategic Education, Inc.	$	1,450,700		1.8	%
Tetra Tech, Inc.		1,367,948		1.7
Chegg, Inc.		1,360,298		1.7
Ingevity Corp.		1,319,252		1.7
Trupanion, Inc.		1,287,998		1.6
Teladoc Health, Inc.		1,287,026		1.6
LHC Group, Inc.		1,286,681		1.6
Rapid7, Inc.		1,238,528		1.6
Novanta, Inc.		1,210,812		1.5
Chart Industries, Inc.		1,199,174		1.5
	$	13,008,417		16.3	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Health Care	$	19,849,545		24.9	%
Information Technology		16,666,593		20.9
Consumer Discretionary		15,948,909		20.0
Industrials		13,732,951		17.2
Financials		6,521,246		8.2
Consumer Staples		2,235,501		2.8
Materials		1,319,252		1.6
Energy		1,000,466		1.3
Short-Term		2,493,144		3.1
Total Investments	$	79,767,607		100.0	%

1 Long-term investments.

2 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.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.1%
HEALTH CARE–24.9%
BIOTECHNOLOGY–12.5%
Aimmune Therapeutics, Inc.(a)(b)		16,403	$	341,510
Allakos, Inc.(a)(b)		8,628		373,851
Allogene Therapeutics, Inc.(a)(b)		11,471		307,996
Arena Pharmaceuticals, Inc.(a)		8,300		486,629
Array BioPharma, Inc.(a)(b)		15,135		701,205
Ascendis Pharma A/S (Sponsored ADR)(a)(b)		3,871		445,746
BeiGene Ltd. (Sponsored ADR)(a)(b)		2,847		352,886
Biohaven Pharmaceutical Holding Co., Ltd.(a)		10,438		457,080
Blueprint Medicines Corp.(a)		8,302		783,128
Exact Sciences Corp.(a)(b)		7,535		889,431
Gossamer Bio, Inc.(a)		12,405		275,143
Invitae Corp.(a)(b)		34,360		807,460
Iovance Biotherapeutics, Inc.(a)(b)		16,933		415,197
Madrigal Pharmaceuticals, Inc.(a)(b)		2,500		262,025
Neurocrine Biosciences, Inc.(a)		7,100		599,453
NextCure, Inc.(a)		12,852		192,523
NuCana PLC (ADR)(a)(b)		10,566		109,675
Rubius Therapeutics, Inc.(a)(b)		19,300		303,589
Sage Therapeutics, Inc.(a)(b)		2,136		391,080
Sarepta Therapeutics, Inc.(a)(b)		2,080		316,056
Turning Point Therapeutics–Class I(a)(b)		6,861		279,243
Ultragenyx Pharmaceutical, Inc.(a)(b)		9,113		578,676
Y-mAbs Therapeutics, Inc.(a)(b)		12,785		292,393
				9,961,975
HEALTH CARE EQUIPMENT & SUPPLIES–4.7%
Insulet Corp.(a)(b)		7,170		855,955
iRhythm Technologies, Inc.(a)(b)		13,658		1,080,075
Penumbra, Inc.(a)(b)		5,613		898,080
Tactile Systems Technology, Inc.(a)		16,059		914,078
				3,748,188
HEALTH CARE PROVIDERS & SERVICES–2.4%
Guardant Health, Inc.(a)(b)		7,562		652,827
LHC Group, Inc.(a)		10,760		1,286,681
				1,939,508
HEALTH CARE TECHNOLOGY–2.4%
Teladoc Health, Inc.(a)(b)		19,380		1,287,026
Vocera Communications, Inc.(a)		20,077		640,858
				1,927,884
LIFE SCIENCES TOOLS & SERVICES–1.4%
ICON PLC(a)		6,987		1,075,788
PHARMACEUTICALS–1.5%
Aerie Pharmaceuticals, Inc.(a)(b)		9,025	$	266,689
Axsome Therapeutics, Inc.(a)(b)		13,470		346,852
GW Pharmaceuticals PLC (Sponsored ADR)(a)(b)		2,178		375,465
Revance Therapeutics, Inc.(a)		15,975		207,196
				1,196,202
				19,849,545
INFORMATION TECHNOLOGY–20.9%
COMMUNICATIONS EQUIPMENT–0.7%
Ciena Corp.(a)		14,085		579,316
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.5%
Littelfuse, Inc.		4,190		741,253
Novanta, Inc.(a)		12,840		1,210,812
				1,952,065
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.9%
Cree, Inc.(a)(b)		8,801		494,440
Monolithic Power Systems, Inc.(b)		5,761		782,228
Silicon Laboratories, Inc.(a)		10,884		1,125,406
Universal Display Corp.(b)		3,861		726,100
				3,128,174
SOFTWARE–13.8%
Altair Engineering, Inc.–Class A(a)(b)		23,732		958,535
Anaplan, Inc.(a)(b)		12,579		634,862
Aspen Technology, Inc.(a)		9,603		1,193,461
Avalara, Inc.(a)		15,390		1,111,158
Five9, Inc.(a)		22,172		1,137,202
Guidewire Software, Inc.(a)		5,286		535,895
HubSpot, Inc.(a)		6,080		1,036,761
New Relic, Inc.(a)		8,346		722,012
Rapid7, Inc.(a)		21,413		1,238,528
RingCentral, Inc–Class A(a)		7,780		894,078
Smartsheet, Inc–Class A(a)		14,598		706,543
Trade Desk, Inc. (The)– Class A(a)(b)		3,679		838,003
				11,007,038
				16,666,593
CONSUMER DISCRETIONARY–20.0%
DISTRIBUTORS–1.4%
Pool Corp.		5,947		1,135,877
DIVERSIFIED CONSUMER SERVICES–6.4%
Bright Horizons Family Solutions, Inc.(a)		7,845		1,183,575
Chegg, Inc.(a)		35,250		1,360,298

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Grand Canyon Education, Inc.(a)		9,124	$	1,067,690
Strategic Education, Inc.		8,150		1,450,700
				5,062,263
HOTELS, RESTAURANTS & LEISURE–4.7%
Hilton Grand Vacations, Inc.(a)		20,328		646,837
OneSpaWorld Holdings Ltd.(a)(b)		49,330		764,615
Planet Fitness, Inc.(a)		15,786		1,143,538
Wingstop, Inc.		12,506		1,184,943
				3,739,933
HOUSEHOLD DURABLES–2.1%
Lovesac Co. (The)(a)		21,109		655,856
Skyline Champion Corp.		37,436		1,024,998
				1,680,854
INTERNET & DIRECT MARKETING RETAIL–2.1%
Etsy, Inc.(a)		14,276		876,118
GrubHub, Inc.(a)(b)		9,770		761,962
Realreal, Inc. (The)(a)		1,415		40,894
				1,678,974
MULTILINE RETAIL–1.2%
Ollie’s Bargain Outlet Holdings, Inc.(a)(b)		10,742		935,736
SPECIALTY RETAIL–2.1%
Five Below, Inc.(a)		7,982		958,000
Sleep Number Corp.(a)		18,749		757,272
				1,715,272
				15,948,909
INDUSTRIALS–17.3%
AEROSPACE & DEFENSE–4.0%
Axon Enterprise, Inc.(a)		14,550		934,256
Hexcel Corp.		13,334		1,078,454
Mercury Systems, Inc.(a)		16,500		1,160,775
				3,173,485
BUILDING PRODUCTS–1.2%
Armstrong World Industries, Inc.		9,861		958,489
COMMERCIAL SERVICES & SUPPLIES–1.7%
Tetra Tech, Inc.		17,415		1,367,948
INDUSTRIAL CONGLOMERATES–1.1%
Carlisle Cos., Inc.		6,302		884,864
MACHINERY–5.8%
Chart Industries, Inc.(a)		15,598		1,199,174
Gardner Denver Holdings, Inc.(a)		20,939		724,490
IDEX Corp.		5,072		873,094
Nordson Corp.		5,930		837,968
RBC Bearings, Inc.(a)		5,993		999,692
				4,634,418
ROAD & RAIL–1.7%
Knight-Swift Transportation Holdings, Inc.(b)		18,567		609,740
Saia, Inc.(a)		11,030	$	713,310
				1,323,050
TRADING COMPANIES & DISTRIBUTORS–1.8%
H&E Equipment Services, Inc.		22,276		648,009
SiteOne Landscape Supply, Inc.(a)(b)		10,717		742,688
				1,390,697
				13,732,951
FINANCIALS–8.2%
BANKS–2.7%
Cadence BanCorp		30,820		641,056
Western Alliance Bancorp(a)		17,562		785,373
Wintrust Financial Corp.		9,780		715,505
				2,141,934
CAPITAL MARKETS–3.4%
Hamilton Lane, Inc.–Class A		20,072		1,145,309
Houlihan Lokey, Inc.		17,770		791,298
Stifel Financial Corp.		13,387		790,636
				2,727,243
DIVERSIFIED FINANCIAL SERVICES–0.5%
Ranpak Holdings Corp.(a)(c)		41,138		364,071
INSURANCE–1.6%
Trupanion, Inc.(a)(b)		35,649		1,287,998
				6,521,246
CONSUMER STAPLES–2.8%
FOOD & STAPLES RETAILING–1.5%
Chefs’ Warehouse, Inc. (The)(a)		33,221		1,165,060
FOOD PRODUCTS–1.3%
Freshpet, Inc.(a)		23,521		1,070,441
				2,235,501
MATERIALS–1.7%
CHEMICALS–1.7%
Ingevity Corp.(a)		12,544		1,319,252
ENERGY–1.3%
ENERGY EQUIPMENT & SERVICES–0.3%
Oil States International, Inc.(a)		12,941		236,820
OIL, GAS & CONSUMABLE FUELS–1.0%
Magnolia Oil & Gas Corp.(a)(b)		25,950		300,501
Matador Resources Co.(a)(b)		23,297		463,145
				763,646
				1,000,466
Total Common Stocks (cost $59,071,503)				77,274,463

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS–3.1%
INVESTMENT COMPANIES–3.1%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $2,493,144)		2,493,144	$	2,493,144
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.2% (cost $61,564,647)				79,767,607
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–5.8%
INVESTMENT COMPANIES–5.8%
AB Fixed Income Shares, Inc.– Government Money Market Portfolio–Class AB, 2.33%(d)(e)(f) (cost $4,636,642)		4,636,642		4,636,642
TOTAL INVESTMENTS–106.0% (cost $66,201,289)				84,404,249
Other assets less liabilities–(6.0)%				(4,773,246	)
NET ASSETS–100.0%			$	79,631,003

(a) Non-income producing security.

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

(c) Illiquid security.

(d) Affiliated investments.

(e) The rate shown represents the 7-day yield as of period end.

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

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $59,071,503)	$	77,274,463	(a)
Affiliated issuers (cost $7,129,786—including investment of cash collateral for securities loaned of $4,636,642)		7,129,786
Receivable for investment securities sold		279,549
Unaffiliated dividends receivable		22,741
Receivable for capital stock sold		13,041
Affiliated dividends receivable		5,120
Total assets		84,724,700
LIABILITIES
Payable for collateral received on securities loaned		4,636,642
Payable for investment securities purchased		316,385
Administrative fee payable		34,744
Advisory fee payable		29,173
Distribution fee payable		9,335
Payable for capital stock redeemed		9,129
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses		51,727
Total liabilities		5,093,697
NET ASSETS	$	79,631,003
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,919
Additional paid-in capital		49,428,992
Distributable earnings		30,198,092
	$	79,631,003

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	28,817,213		1,329,440	$	21.68
B	$	50,813,790		2,589,210	$	19.63

(a) Includes securities on loan with a value of $20,912,887 (see Note E).

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	116,824
Affiliated issuers		53,461
Interest		41
Securities lending income		27,609
		197,935
EXPENSES
Advisory fee (see Note B)		274,927
Distribution fee—Class B		58,302
Transfer agency—Class A		806
Transfer agency—Class B		1,409
Custodian		49,568
Administrative		35,517
Audit and tax		20,590
Legal		13,875
Directors’ fees		12,066
Printing		10,898
Miscellaneous		2,890
Total expenses		480,848
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(94,075	)
Net expenses		386,773
Net investment loss		(188,838	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		3,398,670
Net change in unrealized appreciation/depreciation of investments		15,661,684
Net gain on investment transactions		19,060,354
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	18,871,516

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(188,838	)	$	(539,704	)
Net realized gain on investment transactions		3,398,670			9,717,843
Net change in unrealized appreciation/depreciation of investments		15,661,684			(11,367,796	)
Net increase (decrease) in net assets from operations		18,871,516			(2,189,657	)
Distributions to Shareholders
Class A		–0	–		(1,292,890	)
Class B		–0	–		(2,385,487	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(2,060,600	)		19,253,347
Total increase		16,810,916			13,385,313
NET ASSETS
Beginning of period		62,820,087			49,434,774
End of period	$	79,631,003		$	62,820,087

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Small Cap Growth Portfolio (the “Portfolio”) is a series of AB 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 eleven 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 investors 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. Effective August 10, 2015, the Portfolio reopened to new investors.

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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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 generally values 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 June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks(a)

$

77,274,463

$

–0

–

$

–0

–

$

77,274,463

Short-Term Investments

2,493,144

–0

–

–0

–

2,493,144

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

4,636,642

–0

–

–0

–

4,636,642

Total Investments in Securities

84,404,249

–0

–

–0

–

84,404,249

Other Financial Instruments(b)

–0

–

–0

–

–0

–

–0

–

Total

$

84,404,249

$

–0

–

$

–0

–

$

84,404,249

10

AB Variable Products Series Fund

(a) See Portfolio of Investments for sector classifications.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

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, 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.

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. Effective September 4, 2018, the Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Portfolio may invest,

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to .90% and 1.15% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2019, such reimbursements/waivers amounted to $92,633. This fee waiver and/or expense reimbursement agreement extends through May 1, 2020 and then may be extended by the Adviser for additional one-year terms.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,517.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $1,024.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	1,148	$	15,623	$	14,278	$	2,493	$	24
Government Money Market Portfolio*		2,447		15,016		12,826		4,637		29
Total							$	7,130	$	53

* Investments of cash collateral for securities lending transactions (see Note E).

12

AB Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $19,975, 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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	25,423,343		$	28,792,524
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	19,605,857
Gross unrealized depreciation		(1,402,897	)
Net unrealized appreciation	$	18,202,960

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 six months ended June 30, 2019.

2. Currency Transactions

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

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
								Income Earned		Advisory Fee Waived
$	20,912,887	$	4,636,642	$	16,343,711	$	27,609	$	29,442	$	418

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		55,940			117,606		$	1,123,485		$	2,295,761
Shares issued in reinvestment of distributions		–0	–		64,580			–0	–		1,292,890
Shares redeemed		(97,423	)		(296,890	)		(1,938,833	)		(5,668,570	)
Net decrease		(41,483	)		(114,704	)	$	(815,348	)	$	(2,079,919	)
Class B
Shares sold		420,236			1,857,692		$	7,648,968		$	32,182,622
Shares issued in reinvestment of distributions		–0	–		131,359			–0	–		2,385,487
Shares redeemed		(499,431	)		(782,656	)		(8,894,220	)		(13,234,843	)
Net increase (decrease)		(79,195	)		1,206,395		$	(1,245,252	)	$	21,333,266

14

AB Variable Products Series Fund

At June 30, 2019, certain shareholders of the Portfolio owned 74% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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 more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

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 on 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 $325 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 six months ended June 30, 2019.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Net long-term capital gains	$	3,678,377	$	–0	–
Total taxable distributions	$	3,678,377	$	–0	–

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	9,909,720
Unrealized appreciation/(depreciation)		1,416,860	(a)
Total accumulated earnings/(deficit)	$	11,326,580

(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 passive foreign investment companies (PFICs).

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”)

15

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

16

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$16.58			$17.53			$13.07			$17.31			$20.97			$23.47
Income From Investment Operations
Net investment loss (a)		(.04	)(b)		(.13	)(b)		(.18	)(b)		(.12	)(b)†		(.19	)		(.15	)
Net realized and unrealized gain (loss) on investment transactions		5.14			.14	+		4.64			1.05			.18			(.30	)
Net increase (decrease) in net asset value from operations		5.10			.01			4.46			.93			(.01	)		(.45	)
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(.96	)		–0	–		(5.17	)		(3.65	)		(2.05	)
Net asset value, end of period		$21.68			$16.58			$17.53			$13.07			$17.31			$20.97
Total Return
Total investment return based on net asset value (c)*		30.70	%		(.89	)%		34.12	%		6.46	%†		(1.25	)%		(1.81	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28,817			$22,724			$26,039			$22,405			$25,033			$28,055
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (d)		.90	%^		1.06	%		1.38	%		1.48	%		1.31	%		1.11	%
Expenses, before waivers/reimbursements (d)		1.15	%^		1.15	%		1.38	%		1.49	%		1.31	%		1.11	%
Net investment loss		(.36	)%(b)^		(.65	)%(b)		(1.19	)%(b)		(.83	)%(b)†		(.92	)%		(.67	)%
Portfolio turnover rate		36	%		73	%		69	%		60	%		72	%		84	%

See footnote summary on page 19.

17

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$15.03			$16.00			$11.96			$16.30			$20.00			$22.54
Income From Investment Operations
Net investment loss (a)		(.05	)(b)		(.16	)(b)		(.20	)(b)		(.15	)(b)†		(.22	)		(.19	)
Net realized and unrealized gain (loss) on investment transactions		4.65			.15	+		4.24			.98			.17			(.30	)
Net increase (decrease) in net asset value from operations		4.60			(.01	)		4.04			.83			(.05	)		(.49	)
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(.96	)		–0	–		(5.17	)		(3.65	)		(2.05	)
Net asset value, end of period		$19.63			$15.03			$16.00			$11.96			$16.30			$20.00
Total Return
Total investment return based on net asset value (c)*		30.54	%		(1.11	)%		33.78	%		6.22	%†		(1.53	)%		(2.08	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$50,814			$40,096			$23,396			$15,094			$19,857			$59,763
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (d)		1.15	%^		1.30	%		1.61	%		1.73	%		1.48	%		1.34	%
Expenses, before waivers/reimbursements (d)		1.40	%^		1.40	%		1.62	%		1.74	%		1.48	%		1.34	%
Net investment loss		(.61	)%(b)^		(.88	)%(b)		(1.42	)%(b)		(1.08	)%(b)†		(1.10	)%		(.89	)%
Portfolio turnover rate		36	%		73	%		69	%		60	%		72	%		84	%

See footnote summary on page 19.

18

AB Variable Products Series Fund

(a) Based on average shares outstanding.

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

(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.

(d) In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the years ended December 31, 2018 and December 31, 2017, such waiver amounted to .01% and .01%, respectively.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.004	.03%	.03%

+ Due to the timing of sales and repurchases of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

* 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, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 by .05%, .03%, .08%, .02% and .01%, respectively.

^ Annualized.

See notes to financial statements.

19

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Small Cap Growth Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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

20

AB Variable Products Series Fund

the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

21

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

22

AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small Cap Growth Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

23

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund 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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

24

AB Variable Products Series Fund

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with those for two other funds advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

25

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

26

VPS-SCG-0152-0619

JUN    ^06.30.19

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ SMALL/MID CAP VALUE PORTFOLIO

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may not be receiving paper copies of the Portfolio’s shareholder reports from the insurance company that offers your contract unless you specifically request paper copies from the insurance company or from your financial intermediary. Instead of delivering paper copies of the reports, the insurance company may choose to make the reports available on a website, and will notify you by mail each time a report is posted and provide you with a website link to access the report. Instructions for requesting paper copies will be provided by your insurance company.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company or your financial intermediary electronically by following the instructions provided by the insurance company or by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge from the insurance company. You can inform the insurance company or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions provided by the insurance company or by contacting your financial intermediary. Your election to receive reports in paper will apply to all portfolio companies available under your contract with the insurance company.

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• 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.abfunds.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 as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT 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 registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB Variable Products Series Fund

As a shareholder of the Portfolio, 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 Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio 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 Portfolio’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Portfolio’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 Portfolio 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 January 1, 2019		Ending Account Value June 30, 2019		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,140.00	$	4.35		0.82	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.73	$	4.11		0.82	%
Class B
Actual	$	1,000	$	1,139.10	$	5.68		1.07	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.49	$	5.36		1.07	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS1
June 30, 2019 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF  NET ASSETS
Reinsurance Group of America, Inc.—Class A	$	11,839,400		1.9	%
Everest Re Group Ltd.		11,322,327		1.8
Camden Property Trust		10,503,409		1.7
US Foods Holding Corp.		10,113,285		1.6
Alaska Air Group, Inc.		10,090,302		1.6
CubeSmart		9,955,890		1.6
Zions Bancorp NA		9,934,347		1.6
Nomad Foods Ltd.		9,867,209		1.6
Sotheby’s		9,742,995		1.6
Sun Communities, Inc.		9,736,030		1.5
	$	103,105,194		16.5	%

SECTOR BREAKDOWN²

June 30, 2019 (unaudited)

SECTOR	U.S. $  VALUE		PERCENT OF  TOTAL INVESTMENTS
Financials	$	141,197,766		22.5	%
Industrials		87,825,777		14.0
Information Technology		86,093,313		13.7
Real Estate		80,208,167		12.8
Consumer Discretionary		67,658,772		10.8
Materials		37,864,631		6.0
Utilities		35,573,947		5.7
Energy		32,343,038		5.1
Consumer Staples		31,158,832		5.0
Health Care		17,647,835		2.8
Communication Services		6,623,535		1.0
Short-Term Investments		3,952,393		0.6
Total Investments	$	628,148,006		100.0	%

1 Long-term investments.

2 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.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.9%
FINANCIALS–22.6%
BANKS–9.9%
Associated Banc-Corp.		306,390	$	6,477,085
Comerica, Inc.		100,050		7,267,632
Sterling Bancorp./DE		373,430		7,946,590
Synovus Financial Corp.		219,242		7,673,470
Texas Capital Bancshares, Inc.(a)		122,097		7,493,093
Umpqua Holdings Corp.		486,633		8,073,241
Webster Financial Corp.		147,213		7,032,365
Zions Bancorp NA		216,058		9,934,347
				61,897,823
CONSUMER FINANCE–0.8%
OneMain Holdings, Inc.		156,706		5,298,230
INSURANCE–9.4%
American Financial Group, Inc./OH		74,420		7,625,818
Everest Re Group Ltd.		45,806		11,322,327
First American Financial Corp.		135,960		7,301,052
Hanover Insurance Group, Inc. (The)		37,760		4,844,608
Kemper Corp.		46,831		4,041,047
Old Republic International Corp.		261,658		5,855,906
Reinsurance Group of America, Inc.–Class A		75,879		11,839,400
Selective Insurance Group, Inc.		75,855		5,680,781
				58,510,939
THRIFTS & MORTGAGE FINANCE–2.5%
BankUnited, Inc.		253,728		8,560,783
Essent Group Ltd.(a)		147,478		6,929,991
				15,490,774
				141,197,766
INDUSTRIALS–14.0%
AEROSPACE & DEFENSE–0.9%
AAR Corp.		150,571		5,539,507
AIR FREIGHT & LOGISTICS–0.4%
Atlas Air Worldwide Holdings, Inc.(a)		59,656		2,663,044
AIRLINES–3.9%
Alaska Air Group, Inc.		157,883		10,090,302
Hawaiian Holdings, Inc.		220,076		6,036,685
SkyWest, Inc.		139,861		8,485,367
				24,612,354
BUILDING PRODUCTS–0.5%
Masonite International Corp.(a)		56,857		2,995,227
COMMERCIAL SERVICES & SUPPLIES–0.7%
Steelcase, Inc.–Class A		243,845		4,169,750
CONSTRUCTION & ENGINEERING–2.4%
Granite Construction, Inc.		85,606		4,124,497

Company	Shares		U.S. $ Value
Quanta Services, Inc.		190,671	$	7,281,725
Tutor Perini Corp.(a)		263,480		3,654,468
				15,060,690
ELECTRICAL EQUIPMENT–2.2%
EnerSys		104,420		7,152,770
Regal Beloit Corp.		83,292		6,805,789
				13,958,559
MACHINERY–1.6%
Kennametal, Inc.		130,675		4,833,668
Terex Corp.		169,600		5,325,440
				10,159,108
TRADING COMPANIES & DISTRIBUTORS–1.4%
BMC Stock Holdings, Inc.(a)		176,170		3,734,804
MRC Global, Inc.(a)		288,127		4,932,734
				8,667,538
				87,825,777
INFORMATION TECHNOLOGY–13.8%
COMMUNICATIONS EQUIPMENT–1.5%
Finisar Corp.(a)		137,123		3,136,003
NetScout Systems, Inc.(a)		250,030		6,348,262
				9,484,265
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.9%
Avnet, Inc.		188,680		8,541,543
TTM Technologies, Inc.(a)		327,648		3,342,010
				11,883,553
IT SERVICES–2.8%
Amdocs Ltd.		109,300		6,786,437
Booz Allen Hamilton Holding Corp.		57,720		3,821,641
Genpact Ltd.		175,163		6,671,959
				17,280,037
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.9%
Cypress Semiconductor Corp.		362,425		8,060,332
Kulicke & Soffa Industries, Inc.		195,718		4,413,441
MaxLinear, Inc.–Class A(a)		244,379		5,728,244
				18,202,017
SOFTWARE–3.2%
CommVault Systems, Inc.(a)		114,980		5,705,307
Nuance Communications, Inc.(a)		509,844		8,142,209
Verint Systems, Inc.(a)		116,585		6,269,941
				20,117,457
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.5%
NCR Corp.(a)		293,440		9,125,984
				86,093,313

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
REAL ESTATE–12.8%
EQUITY REAL ESTATE INVESTMENT TRUSTS (REITs)–12.8%
American Campus Communities, Inc.		182,176	$	8,409,244
Americold Realty Trust		116,080		3,763,314
Camden Property Trust		100,617		10,503,409
Cousins Properties, Inc.		145,175		5,250,980
CubeSmart		297,724		9,955,890
Easterly Government Properties, Inc.		97,987		1,774,545
Empire State Realty Trust, Inc.–Class A		496,792		7,357,489
MGM Growth Properties LLC–Class A		240,200		7,362,130
Park Hotels & Resorts, Inc.		259,505		7,151,958
STAG Industrial, Inc.		295,740		8,943,178
Sun Communities, Inc.		75,950		9,736,030
				80,208,167
CONSUMER DISCRETIONARY–10.8%
AUTO COMPONENTS–2.3%
Cooper-Standard Holdings, Inc.(a)		78,368		3,590,822
Dana, Inc.		251,286		5,010,643
Lear Corp.		41,034		5,714,805
				14,316,270
DIVERSIFIED CONSUMER SERVICES–2.0%
Houghton Mifflin Harcourt Co.(a)		489,525		2,819,664
Sotheby’s(a)(b)		167,607		9,742,995
				12,562,659
HOTELS, RESTAURANTS & LEISURE–0.8%
Bloomin’ Brands, Inc.		270,648		5,117,954
HOUSEHOLD DURABLES–2.4%
Lennar Corp.–Class A		144,593		7,006,977
Taylor Morrison Home Corp.–Class A(a)		376,933		7,900,515
				14,907,492
LEISURE PRODUCTS–0.6%
Callaway Golf Co.		222,081		3,810,910
SPECIALTY RETAIL–0.9%
Michaels Cos., Inc. (The)(a)(b)		371,610		3,233,007
Signet Jewelers Ltd.(b)		149,280		2,669,126
				5,902,133
TEXTILES, APPAREL & LUXURY GOODS–1.8%
Capri Holdings Ltd.(a)		132,085		4,580,708
Skechers U.S.A., Inc.–Class A(a)		205,165		6,460,646
				11,041,354
				67,658,772

Company	Shares		U.S. $ Value
MATERIALS–6.1%
CHEMICALS–2.5%
Orion Engineered Carbons SA		222,608	$	4,766,037
Trinseo SA		127,440		5,395,809
Westlake Chemical Corp.(b)		79,708		5,536,518
				15,698,364
CONTAINERS & PACKAGING–2.1%
Graphic Packaging Holding Co.(b)		534,708		7,475,218
Sealed Air Corp.		130,524		5,583,817
				13,059,035
METALS & MINING–1.5%
Alcoa Corp.(a)		202,129		4,731,840
Carpenter Technology Corp.		91,192		4,375,392
				9,107,232
				37,864,631
UTILITIES–5.7%
ELECTRIC UTILITIES–3.7%
Alliant Energy Corp.		196,678		9,652,956
PNM Resources, Inc.		120,161		6,117,397
Portland General Electric Co.		131,938		7,147,081
				22,917,434
GAS UTILITIES–1.1%
Southwest Gas Holdings, Inc.		77,290		6,926,730
MULTI-UTILITIES–0.9%
Black Hills Corp.		73,299		5,729,783
				35,573,947
ENERGY–5.2%
ENERGY EQUIPMENT & SERVICES–2.8%
Dril-Quip, Inc.(a)(b)		111,704		5,361,792
Oil States International, Inc.(a)		244,030		4,465,749
Patterson-UTI Energy, Inc.		406,604		4,680,012
RPC, Inc.(b)		372,210		2,683,634
				17,191,187
OIL, GAS & CONSUMABLE FUELS–2.4%
Cimarex Energy Co.		46,403		2,753,090
Oasis Petroleum, Inc.(a)(b)		654,630		3,718,298
QEP Resources, Inc.(a)		685,808		4,958,392
SM Energy Co.		297,290		3,722,071
				15,151,851
				32,343,038
CONSUMER STAPLES–5.0%
BEVERAGES–1.2%
Cott Corp.		558,159		7,451,423
FOOD & STAPLES RETAILING–1.6%
US Foods Holding Corp.(a)		282,810		10,113,285
FOOD PRODUCTS–2.2%
Hain Celestial Group, Inc. (The)(a)		1,805		39,530
Ingredion, Inc.		44,701		3,687,385

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Nomad Foods Ltd.(a)		461,948	$	9,867,209
				13,594,124
				31,158,832
HEALTH CARE–2.8%
HEALTH CARE PROVIDERS & SERVICES–1.7%
Molina Healthcare, Inc.(a)		48,322		6,916,811
WellCare Health Plans, Inc.(a)		13,313		3,795,137
				10,711,948
LIFE SCIENCES TOOLS & SERVICES–1.1%
ICON PLC(a)		45,047		6,935,887
				17,647,835
COMMUNICATION SERVICES–1.1%
MEDIA–1.1%
Criteo SA (Sponsored ADR)(a)		269,609		4,639,971
Scholastic Corp.		59,674		1,983,564
				6,623,535
Total Common Stocks (cost $572,401,872)				624,195,613
SHORT-TERM INVESTMENTS–0.6%
INVESTMENT COMPANIES–0.6%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $3,952,393)		3,952,393		3,952,393
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.5% (cost $576,354,265)				628,148,006

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.1%
INVESTMENT COMPANIES–2.1%
AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 2.33%(c)(d)(e) (cost $12,817,236)		12,817,236	$	12,817,236
TOTAL INVESTMENTS–102.6% (cost $589,171,501)				640,965,242
Other assets less liabilities–(2.6)%				(15,959,822	)
NET ASSETS–100.0%			$	625,005,420

(a) Non-income producing security.

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

(c) Affiliated investments.

(d) The rate shown represents the 7-day yield as of period end.

(e) To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2019 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $572,401,872)	$	624,195,613	(a)
Affiliated issuers (cost $16,769,629—including investment of cash collateral for securities loaned of $12,817,236)		16,769,629
Receivable for investment securities sold		1,456,571
Unaffiliated dividends and interest receivable		1,067,796
Receivable for capital stock sold		26,881
Affiliated dividends receivable		14,831
Total assets		643,531,321
LIABILITIES
Payable for collateral received on securities loaned		12,809,143
Payable for investment securities purchased		2,649,975
Payable for capital stock redeemed		2,461,155
Advisory fee payable		354,807
Distribution fee payable		79,166
Administrative fee payable		34,786
Collateral due to Securities Lending Agent		8,093
Directors’ fees payable		6,504
Transfer Agent fee payable		58
Accrued expenses		122,214
Total liabilities		18,525,901
NET ASSETS	$	625,005,420
COMPOSITION OF NET ASSETS
Capital stock, at par	$	32,637
Additional paid-in capital		476,487,474
Distributable earnings		148,485,309
	$	625,005,420

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	208,134,023		10,785,103	$	19.30
B	$	416,871,397		21,851,930	$	19.08

(a) Includes securities on loan with a value of $31,422,602 (see Note E).

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2019 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $20,760)	$	5,712,235
Affiliated issuers		120,843
Interest		23
		5,833,101
EXPENSES
Advisory fee (see Note B)		2,332,511
Distribution fee—Class B		518,900
Transfer agency—Class A		1,080
Transfer agency—Class B		2,166
Custodian		62,378
Printing		46,910
Administrative		35,554
Legal		26,908
Audit and tax		22,867
Directors’ fees		12,066
Miscellaneous		12,087
Total expenses		3,073,427
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(5,325	)
Net expenses		3,068,102
Net investment income		2,764,999
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		23,846,821
Net change in unrealized appreciation/depreciation of investments		52,231,263
Net gain on investment transactions		76,078,084
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	78,843,083

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,764,999		$	3,007,885
Net realized gain on investment transactions		23,846,821			67,778,832
Net change in unrealized appreciation/depreciation of investments		52,231,263			(170,330,626	)
Net increase (decrease) in net assets from operations		78,843,083			(99,543,909	)
DISTRIBUTIONS TO SHAREHOLDERS
Class A		–0	–		(18,827,338	)
Class B		–0	–		(36,997,043	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(16,830,327	)		15,207,829
Total increase (decrease)		62,012,756			(140,160,461	)
NET ASSETS
Beginning of period		562,992,664			703,153,125
End of period	$	625,005,420		$	562,992,664

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2019 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AB 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 eleven 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. 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 is commonly used for 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. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. 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. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. 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

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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 generally values 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 June 30, 2019:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks(a)

$

624,195,613

$

–0

–

$

–0

–

$

624,195,613

Short-Term Investments

3,952,393

–0

–

–0

–

3,952,393

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

12,817,236

–0

–

–0

–

12,817,236

Total Investments in Securities

640,965,242

–0

–

–0

–

640,965,242

Other Financial Instruments(b)

–0

–

–0

–

–0

–

–0

–

Total

$

640,965,242

$

–0

–

$

–0

–

$

640,965,242

(a) See Portfolio of Investments for sector classifications.

(b) Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

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.

10

AB Variable Products Series Fund

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, 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.

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 (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2019, there were no expenses waived by the Adviser.

During the second quarter of 2018, AXA S.A. (“AXA”) completed the sale of a minority stake in AXA Equitable Holdings, Inc. (“AXA Equitable”), through an initial public offering. AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 63.7% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the second quarter of 2019. As a result, AXA owned 40.1% of the outstanding common stock of AXA Equitable as of June 30, 2019. As part of the latest offering, the underwriters exercised their over-allotment option resulting in AXA owning 38.9% of EQH as of July 8, 2019. AXA has announced its intention to sell its entire remaining interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). AXA is under no

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

obligation to do so and retains the sole discretion to determine the timing of any future sales of shares of AXA Equitable common stock.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of the Portfolio’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of the Portfolio to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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 six months ended June 30, 2019, the reimbursement for such services amounted to $35,554.

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 $673 for the six months ended June 30, 2019.

The Portfolio may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Portfolio in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2019, such waiver amounted to $4,770.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	4,557	$	58,039	$	58,643	$	3,953	$	113
Government Money Market Portfolio*		2,473		36,184		25,840		12,817		8
Total							$	16,770	$	121

* Investments of cash collateral for securities lending transactions (see Note E).

Brokerage commissions paid on investment transactions for the six months ended June 30, 2019 amounted to $140,321, 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.

12

AB 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 six months ended June 30, 2019 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	101,211,659		$	108,997,225
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	111,627,098
Gross unrealized depreciation		(59,833,357	)
Net unrealized appreciation	$	51,793,741

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 six months ended June 30, 2019.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated 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 collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Portfolio cannot sell or repledge any non-cash collateral, and accordingly will not be reflected in the portfolio of investments. If a loan is collateralized 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. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. 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 be able to exercise voting rights with

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

respect to 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 currently invests the cash collateral received in Government Money Market Portfolio, 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. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may 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 surrounding securities lending for the six months ended June 30, 2019 is as follows:

								Government Money Market Portfolio
Market Value of     Securities on Loan*		Cash Collateral*		Market Value of     Non-Cash Collateral*		Income from     Borrowers		Income     Earned		Advisory Fee     Waived
$	31,422,602	$	12,817,236	$	19,273,099	$	–0–	$	7,730	$	555

* As of June 30, 2019.

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
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018			Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31, 2018
Class A
Shares sold		499,946			871,353		$	9,401,285		$	18,001,497
Shares issued in reinvestment of dividends and distributions		–0	–		902,990			–0	–		18,827,338
Shares redeemed		(823,840	)		(1,440,937	)		(15,621,763	)		(30,577,505	)
Net increase (decrease)		(323,894	)		333,406		$	(6,220,478	)	$	6,251,330
Class B
Shares sold		1,118,750			1,658,064		$	20,439,486		$	33,516,890
Shares issued in reinvestment of dividends and distributions		–0	–		1,790,757			–0	–		36,997,043
Shares redeemed		(1,645,159	)		(2,929,462	)		(31,049,335	)		(61,557,434	)
Net increase (decrease)		(526,409	)		519,359		$	(10,609,849	)	$	8,956,499

At June 30, 2019, certain shareholders of the Portfolio owned 71% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

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.

14

AB Variable Products Series Fund

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 more difficult to trade or dispose of 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—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 on 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 $325 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 six months ended June 30, 2019.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2019 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2018 and December 31, 2017 were as follows:

	2018		2017
Distributions paid from:
Ordinary income	$	2,075,837	$	2,130,190
Net long-term capital gains		53,748,544		33,585,178
Total taxable distributions	$	55,824,381	$	35,715,368

As of December 31, 2018, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	7,552,486
Undistributed net capital gain		63,609,090
Unrealized appreciation/(depreciation)		(1,519,348	)(a)
Total accumulated earnings/(deficit)	$	69,642,228

(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 realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2018, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected

15

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Portfolio.

NOTE K: 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.

16

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$16.93			$21.68			$20.29			$17.29			$21.95			$22.89
Income From Investment Operations
Net investment income (a)		.10	(b)		.13	(b)		.10	(b)		.10	(b)†		.11			.17
Net realized and unrealized gain (loss) on investment transactions		2.27			(3.04	)		2.41			4.09			(1.11	)		1.82
Net increase (decrease) in net asset value from operations		2.37			(2.91	)		2.51			4.19			(1.00	)		1.99
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.11	)		(.09	)		(.11	)		(.17	)		(.17	)
Distributions from net realized gain on investment transactions		–0	–		(1.73	)		(1.03	)		(1.08	)		(3.49	)		(2.76	)
Total dividends and distributions		–0	–		(1.84	)		(1.12	)		(1.19	)		(3.66	)		(2.93	)
Net asset value, end of period		$19.30			$16.93			$21.68			$20.29			$17.29			$21.95
Total Return
Total investment return based on net asset value (c)*		14.00	%		(15.03	)%		13.15	%		25.09	%†		(5.49	)%		9.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$208,134			$188,052			$233,652			$231,197			$191,388			$211,680
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.82	%^		.81	%		.81	%		.82	%		.82	%		.82	%
Expenses, before waivers/reimbursements		.82	%^		.81	%		.82	%		.83	%		.82	%		.82	%
Net investment income		1.06	%(b)^		.61	%(b)		.47	%(b)		.53	%(b)†		.56	%		.75	%
Portfolio turnover rate		17	%		39	%		33	%		57	%		42	%		45	%

See footnote summary on page 18.

17

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2019 (unaudited)			Year Ended December 31,
				2018			2017			2016			2015			2014
Net asset value, beginning of period		$16.75			$21.48			$20.12			$17.15			$21.79			$22.74
Income From Investment Operations
Net investment income (a)		.07	(b)		.07	(b)		.05	(b)		.05	(b)†		.06			.11
Net realized and unrealized gain (loss) on investment transactions		2.26			(3.02	)		2.39			4.06			(1.09	)		1.81
Net increase (decrease) in net asset value from operations		2.33			(2.95	)		2.44			4.11			(1.03	)		1.92
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.05	)		(.05	)		(.06	)		(.12	)		(.11	)
Distributions from net realized gain on investment transactions		–0	–		(1.73	)		(1.03	)		(1.08	)		(3.49	)		(2.76	)
Total dividends and distributions		–0	–		(1.78	)		(1.08	)		(1.14	)		(3.61	)		(2.87	)
Net asset value, end of period		$19.08			$16.75			$21.48			$20.12			$17.15			$21.79
Total Return
Total investment return based on net asset value (c)*		13.91	%		(15.29	)%		12.85	%		24.79	%†		(5.69	)%		8.95	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$416,871			$374,941			$469,501			$455,422			$386,875			$447,378
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.07	%^		1.06	%		1.06	%		1.07	%		1.07	%		1.07	%
Expenses, before waivers/reimbursements		1.07	%^		1.06	%		1.07	%		1.08	%		1.07	%		1.07	%
Net investment income		.81	%(b)^		.36	%(b)		.22	%(b)		.28	%(b)†		.31	%		.49	%
Portfolio turnover rate.		17	%		39	%		33	%		57	%		42	%		45	%

(a) Based on average shares outstanding.

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

(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.

† For the year ended December 31, 2016, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

Net Investment Income Per Share	Net Investment Income Ratio	Total Return
$.001	.003%	.003%

* 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, 2018 and December 31, 2017 by .07% and .11%, respectively.

^ Annualized.

See notes to financial statements.

18

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENTS AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF POTENTIAL ASSIGNMENTS

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated August 20, 2018, the Board of the Company, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Small/Mid Cap Value Portfolio (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the Company in respect of the Funds, including the Fund, resulting in the automatic termination of such advisory agreements.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreements had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Board’s approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the Board held on July 31-August 2, 2018, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves it. The Current Agreement in respect of each Fund had been approved by the Board within the one-year period prior to approval of the Proposed Agreement in respect of each Fund. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since its most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with its consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

19

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds 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. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for 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 each Fund before taxes and distribution expenses. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

20

AB Variable Products Series Fund

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. 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 Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub- advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that certain of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act 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 uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratios of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

21

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference 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 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 in advance of the Board 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 each Fund, 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 asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund pursuant to the Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S CURRENT ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small/Mid Cap Value Portfolio (the “Fund”) at a meeting held on May 7-9, 2019 (the “Meeting”).

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 additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund 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 AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. 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 Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the

22

AB Variable Products Series Fund

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 Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund 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 Fund 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 former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2017 and 2018 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance 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 Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for 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 Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 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 Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund 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 understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2019 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

23

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. 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 compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was above the median. The directors also took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients pursuing an investment strategy similar to the Fund’s. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing an investment strategy similar to the Fund’s, on the other. 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 previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser with a similar investment strategy.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund (although the directors noted that the Fund’s expense ratio was currently below the Adviser’s expense cap). The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund 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 AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the 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 Fund, 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 Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

24

VPS-SMCV-0152-0619

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

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-2(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 changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT     NO.	DESCRIPTION OF EXHIBIT
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): AB Variable Products Series Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	August 14, 2019

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:	August 14, 2019
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	August 14, 2019